EXHIBIT 10.29
PART 1
<PAGE>  1
                                 M&I Thunderbird Bank
                                   LOAN AGREEMENT
<TABLE>
<CAPTION>
Principal     Loan Date  Maturity  Loan No  Call  Collateral  Account  Officer Initials
---------     ---------  --------  -------  ----  ----------  -------- ------- -----
<S>           <C>        <C>         <C>    <C>   <C>          <C>      <C>    <C>
$1,000,000.00 07-30-1997 07-31-1998  1001                               JLL    /S/JLL
</TABLE>
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or items.

Borrower: RECONDITIONED SYSTEMS, INC.  Lender:M&I Thunderbird Bank, an  
          4444 West Fairmount                 Arizona corporation
          Tempe, AZ 85282                     Scottsdale Rd. & Thunderbird    
                                              Office (10)
                                              C/O Loan Support Department
                                              One East Camelback Road
                                              Phoenix, AZ 85012-1647
=============================================================================
THIS LOAN AGREEMENT between RECONDITIONED SYSTEMS, INC. ("Borrower") and M&I
Thunderbird Bank, an Arizona corporation ("Lender") is made and executed on
the following terms and conditions.  Borrower has received prior commercial
loans from Lender or has applied to Lender for a commercial loan or loans and
other financial accommodations, including those which may be described on any
exhibit or schedule attached to this Agreement.  All such loans and financial
accommodations, together with all future loans and financial accommodations
from Lender to Borrower, are referred to in this Agreement individually as
the "Loan" and collectively as the "Loans." Borrower understands and agrees
that: (a) in granting, renewing, or extending any Loan, Lender is relying
upon Borrower's representations, warranties, and agreements, as set forth in
this Agreement; (b) the granting, renewing, or extending of any Loan by
Lender at all times shall be subject to Lender's sole judgment and
discretion; and (c) all such Loans shall be and shall remain subject to the
following terms and conditions of this Agreement.

TERM.  This Agreement shall be effective as of July 30, 1997, and shall
continue thereafter until all Indebtedness of Borrower to Lender has been
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used
in this Agreement.  Terms not otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code.  All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

 Agreement.  The word "Agreement" means this Loan Agreement, as this Loan
 Agreement may be amended or modified from time to time, together with all
 exhibits and schedules attached to this Loan Agreement from time to time.

 Account.  The word "Account" means a trade account, account receivable, or
 other right to payment for goods sold or services rendered owing to Borrower
 (or to a third party grantor acceptable to Lender).

 Account Debtor.  The words "Account Debtor" mean the person or entity
 obligated upon an Account.

 Advance.  The word "Advance" means a disbursement of Loan funds under this
 Agreement.

 Borrower.  The word "Borrower" means RECONDITIONED SYSTEMS, INC.. The word
 "Borrower" also includes, as applicable, all subsidiaries and affiliates of
 Borrower as provided below in the paragraph titled "Subsidiaries and
 Affiliates."

 Borrowing Base.  The words "Borrowing Base" mean as determined by Lender
 from time to time, the lessor of (a) $1,000,000.00; or (b) the sum of (i)
 75.000% of the aggregate amount of Eligible Accounts, plus (ii) 30.000% of
 the aggregate amount of Eligible Inventory, capped at $300,000.00.

 Business Day.  The words "Business Day" mean a day on which commercial banks
 are open for business in the State of Arizona.

 CERCLA.  The word "CERCLA" means the Comprehensive Environmental Response,
 Compensation, and Liability Act of 1980, as amended.

 Cash Flow.  The words "Cash Flow" mean net income after taxes, and exclusive
 of extraordinary gains and income, plus depreciation and amortization.

 Collateral.  The word "Collateral" means and includes without limitation all
 property and assets granted as collateral security for a Loan, whether real
 or personal property, whether granted directly or indirectly, whether
 granted now or in the future, and whether granted in the form of a security
 interest, mortgage, deed of trust, assignment, pledge, chattel mortgage,
 chattel trust, factor's lien, equipment trust, conditional sale, trust
 receipt, lien, charge, lien or title retention contract, lease or
 consignment intended as a security device, or any other security or lien
 interest whatsoever, whether created by law, contract, or otherwise.  The
 word "Collateral" includes without limitation all collateral described below
 in the section titled "COLLATERAL."

 Debt.  The word "Debt" means all of Borrower's liabilities excluding
 Subordinated Debt.

 Eligible Accounts.  The words "Eligible Accounts" mean, at any time, all of
 Borrower's Accounts which contain selling terms and conditions acceptable to
 Lender.  The net amount of any Eligible Account against which Borrower may
 borrow shall exclude all returns, discounts, credits, and offsets of any
 nature.  Unless otherwise agreed to by Lender in writing, Eligible Accounts
 do not include:

  (a) Accounts with respect to which the Account Debtor is an officer, an
  employee or agent of Borrower.

  (b) Accounts with respect to which the Account Debtor is a subsidiary of,
  or affiliated with or related to Borrower or its shareholders, officers,
  or directors.

  (c) Accounts with respect to which goods are placed on consignment,
  guaranteed sale, or other terms by reason of which the payment by the
  Account Debtor may be conditional.

  (d) Accounts with respect to which the Account Debtor is not a resident of
  the United States, except to the extent such Accounts are supported by
  insurance, bonds or other assurances satisfactory to Lender.

  (e) Accounts with respect to which Borrower is or may become liable to the
  Account Debtor for goods sold or services rendered by the Account Debtor
  to Borrower.

  (f) Accounts which are subject to dispute, counterclaim, or setoff.

  (g) Accounts with respect to which the goods have not been shipped or
  delivered, or the services have not been rendered, to the Account Debtor.

  (h) Accounts with respect to which Lender, in its sole discretion, deems
  the creditworthiness or financial condition of the Account Debtor to be
  unsatisfactory.

<PAGE>
<PAGE> 2
07-30-1997                    LOAN AGREEMENT                       Page 2
Loan No 1001                   (Continued)

  (i) Accounts of any Account Debtor who has filed or has had filed against
  it a petition in bankruptcy or an application for relief under any
  provision of any state or federal bankruptcy, insolvency, or debtor-in-
  relief acts; or who has had appointed a trustee, custodian, or receiver
  for the assets of such Account Debtor; or who has made an assignment for
  the benefit of creditors or has become insolvent or fails generally to pay
  its debts (including its payrolls) as such debts become due.

  j) Accounts with respect to which the Account Debtor is the United States
  government or any department or agency of the United States.
  
  (k) Accounts which have not been paid in full within 90 days from the
  invoice date.  The entire balance of all Accounts of any single Account
  debtor will be ineligible whenever the portion of the Account which has
  not been paid within 90 days from the invoice date is in excess of 10.000%
  of the total amount outstanding on the Account.

 Eligible Inventory.  The words "Eligible Inventory" mean, at any time, all
 of Borrower's Inventory as defined below except:

  (a) Inventory which is not owned by Borrower free and clear of all
  security interests, liens, encumbrances, and claims of third parties.

  (b) Inventory which Lender, in its sole discretion, deems to be obsolete,
  unsalable, damaged, defective, or unfit for further processing.

 ERISA.  The word "ERISA" means the Employee Retirement Income Security Act
 of 1974, as amended.

 Event of Default.  The words "Event of Default" mean and include without
 limitation any of the Events of Default set forth below in the section
 titled "EVENTS OF DEFAULT."

 Expiration Date.  The words "Expiration Date" mean the date of termination
 of Lender's commitment to lend under this Agreement.

 Grantor.  The word "Grantor" means and includes without limitation each and
 all of the persons or entities granting a Security Interest in any
 Collateral for the Indebtedness, including without limitation all Borrowers
 granting such a Security Interest.

 Guarantor.  The word "Guarantor" means and includes without limitation each
 and all of the guarantors, sureties, and accommodation parties in connection
 with any Indebtedness.

 Indebtedness.  The word "Indebtedness" means and includes without limitation
 all Loans, together with all other obligations, debts and liabilities of
 Borrower to Lender, or any one or more of them, as well as all claims by
 Lender against Borrower, or any one or more of them; whether now or
 hereafter existing, voluntary or involuntary, due or not due, absolute or
 contingent, liquidated or unliquidated; whether Borrower may be liable
 individually or jointly with others; whether Borrower may be obligated as a
 guarantor, surety, or otherwise; whether recovery upon such Indebtedness may
 be or hereafter may become barred by any statute of limitations; and whether
 such Indebtedness may be or hereafter may become otherwise unenforceable.

 Inventory.  The word "Inventory" means all of Borrowers raw materials, work
 in process, finished goods, merchandise, parts and supplies, of every kind
 and description, and goods held for sale or lease or furnished under
 contracts of service in which Borrower now has or hereafter acquires any
 right, whether held by Borrower or others, and all documents of title,
 warehouse receipts, bills of lading, and all other documents of every type
 covering all or any part of the foregoing.  Inventory includes inventory
 temporarily out of Borrower's custody or possession and all returns on
 Accounts.

 Lender.  The word "Lender" means M&I Thunderbird Bank, an Arizona
 corporation, its successors and assigns.

 Line of Credit.  The words "Line of Credit" mean the credit facility
 described in the Section titled "LINE OF CREDIT" below.  Liquid Assets.  The
 words "Liquid Assets" mean Borrower's cash on hand plus Borrower's readily
 marketable securities.

 Loan.  The word "Loan" or "Loans" means and includes without Limitation any
 and all commercial loans and financial accommodations from Lender to
 Borrower, whether now or hereafter existing, and however evidenced,
 including without limitation those loans and financial accommodations
 described herein or described on any exhibit or schedule attached to this
 Agreement from time to time.

 Note.  The word "Note" means and includes without limitation Borrower's
 promissory note or notes, if any, evidencing Borrower's Loan obligations in
 favor of Lender, as well as any substitute, replacement or refinancing note
 or notes therefor.

 Permitted Liens.  The words "Permitted Liens" mean: (a) liens and security
 interests securing indebtedness owed by Borrower to Lender; (b) liens for
 taxes, assessments, or similar charges either not yet due or being contested
 in good faith; (c) liens of materialmen, mechanics, warehousemen, or
 carriers, or other like liens arising in the ordinary course of business and
 securing obligations which are not yet delinquent; (d) purchase money liens
 or purchase money security interests upon or in any property acquired or
 held by Borrower in the ordinary course of business to secure indebtedness
 outstanding on the date of this Agreement or permitted to be incurred under
 the paragraph of this Agreement titled "Indebtedness and Liens"; (e) liens
 and security interests which, as of the date of this Agreement, have been
 disclosed to and approved by the Lender in writing; and (f) those liens and
 security interests which in the aggregate constitute an immaterial and
 insignificant monetary amount with respect to the net value of Borrower's
 assets.

 Related Documents.  The words "Related Documents" mean and include without
 limitation all promissory notes, credit agreements, loan agreements,
 environmental agreements, guaranties, security agreements, mortgages, deeds
 of trust, and all other instruments, agreements and documents, whether now
 or hereafter existing, executed in connection with the indebtedness.

 Security Agreement.  The words "Security Agreement" mean and include without
 limitation any agreements, promises, covenants, arrangements, understandings
 or other agreements, whether created by law, contract, or otherwise,
 evidencing, governing, representing, or creating a Security Interest.

 Security Interest.  The words "Security Interest" mean and include without
 limitation any type of collateral security, whether in the form of a lien,
 charge, mortgage, deed of trust, assignment, pledge, chattel mortgage,
 chattel trust, factor's lien, equipment trust, conditional sale, trust
 receipt, lien or title retention contract, lease or consignment intended as
 a security device, or any other security or lien interest whatsoever,
 whether created by law, contract, or otherwise.

 SARA.  The word "SARA" means the Superfund Amendments and Reauthorization
 Act of 1986 as now or hereafter amended.

 Subordinated Debt.  The words "Subordinated Debt mean indebtedness and
 liabilities of Borrower which have been subordinated by written agreement to
 indebtedness owed by Borrower to Lender in form and substance acceptable to
 Lender.

 Tangible Net Worth.  The words "Tangible Net Worth" mean Borrower's total
 assets excluding all intangible assets (i.e., goodwill, trademarks, patents,
 copyrights, organizational expenses, and similar intangible items, but
 including leaseholds and leasehold improvements) less total Debt.

 Working Capital.  The words "Working Capital" mean Borrower's current
 assets, excluding prepaid expenses, less Borrower's current liabilities.

 LINE OF CREDIT.  Lender agrees to make Advances to Borrower from time to
 time from the date of this Agreement to the Expiration Date, provided the
 aggregate amount of such Advances outstanding at any time does not exceed
 the Borrowing Base.  Within the foregoing limits, Borrower may borrow,
 partially or wholly prepay, and reborrow under this Agreement as follows.

<PAGE>  3
 07-30-1997                         LOAN AGREEMENT                Page 3
Loan No 1001                          (Continued)



 Conditions Precedent to Each Advance.  Lender's obligation to make any
 Advance to or for the account of Borrower under this Agreement is subject to
 the following conditions precedent, with all documents, instruments,
 opinions, reports, and other items required under this Agreement to be in
 form and substance satisfactory to Lender:

  (a) Lander shall have received evidence that this Agreement and all
  Related Documents have been duly authorized, executed, and delivered
  by Borrower to Lender.

  (b) Lender shall have received such opinions of counsel, supplemental
  opinions, and documents as Lender may request.

  (c) The security interests in the Collateral shall have been duly
  authorized, created, and perfected with first lien priority and shall be
  in full force and effect.

  (d) All guaranties required by Lender for the Line of Credit shall have
  been executed by each Guarantor, delivered to Lender, and be in full force
  and effect.

  (e) Lender, at its option and for its sole benefit, shall have conducted
  an audit of Borrower's Accounts, Inventory, books, records, and
  operations, and Lender shall be satisfied as to their condition.


  (f) Borrower shall have paid to Lender all fees, costs, and expenses
  specified in this Agreement and the Related Documents as are then due and
  payable.

  (g) There shall not exist at the time of any Advance a condition which
  would constitute an Event of Default under this Agreement, and Borrower
  shall have delivered to Lender the compliance certificate called for in
  the paragraph below titled "Compliance Certificate."

 Making Loan Advances.  Advances under the Line of Credit may be requested
 either orally or in writing by authorized persons.  Lender may, but need
 not, require that all oral requests be confirmed in writing.  Each Advance
 shall be conclusively deemed to have been made at the request of and for the
 benefit of borrower (a) when credited to any deposit account of Borrower
 maintained with Lender or (b) when advanced in accordance with the
 instructions of an authorized person.  Lender, at its option, may set a
 cutoff time, after which all requests for Advances will be treated as having
 been requested on the next succeeding Business Day. 

 Mandatory Loan Repayments.  If at any time the aggregate principal amount of
 the outstanding Advances shall exceed the applicable Borrowing Base,
 Borrower, immediately upon written or oral notice from Lender, shall pay to
 Lender an amount equal to the difference between the outstanding principal
 balance of the Advances and the Borrowing Base.  On the Expiration Date,
 Borrower shall pay to Lender in full the aggregate unpaid principal amount
 of all Advances then outstanding and all accrued unpaid interest, together
 with all other applicable fees, costs and charges, if any, not yet paid.

 Loan Account.  Lender shall maintain on its books a record of account in
 which Lender shall make entries for each Advance and such other debits and
 credits as shall be appropriate in connection with the credit facility. 
 Lender shall provide Borrower with periodic statements of Borrower's
 account, which statements shall be considered to be correct and conclusively
 binding on Borrower unless Borrower notifies Lender to the contrary within
 thirty (30) days after Borrower's receipt of any such statement which
 Borrower deems to be incorrect.

COLLATERAL.  To secure payment of the Line of Credit and performance of all
other Loans, obligations and duties owed by Borrower to Lender, Borrower (and
others, if required) shall grant to Lender Security Interests in such
property and assets as Lender may require (the "Collateral"), including
without limitation Borrower's present and future Accounts, general
intangibles, and Inventory.  Lender's Security Interests in the Collateral
shall be continuing liens and shall include the proceeds and products of the
Collateral, including without limitation the proceeds of any insurance.  With
respect to the Collateral, Borrower agrees and represents and warrants to
Lender:

 Perfection of Security Interests.  Borrower agrees to execute such financing
 statements and to take whatever other actions are requested by Lender to
 perfect and continue Lender's Security Interests in the Collateral.  Upon
 request of Lender, Borrower will deliver to Lender any and all of the
 documents evidencing or constituting the Collateral, and Borrower will note
 Lenders interest upon any and all chattel paper if not delivered to Lender
 for possession by Lender.  Contemporaneous with the execution of this
 Agreement, Borrower will execute one or more UCC financing statements and
 any similar statements as may be required by applicable law, and will file
 such financing statements and all such similar statements in the appropriate
 location or locations.  Borrower hereby appoints Lender as its irrevocable
 attorney-in-fact for the purpose of executing any documents necessary to
 perfect or to continue any Security Interest.  Lender may at any time, and
 without further authorization from Borrower, file a carbon, photograph,
 facsimile, or other reproduction of any financing statement for use as a
 financing statement.  Borrower will reimburse Lender for all expenses for
 the perfection, termination, and the continuation of the perfection of
 Lender's security interest in the Collateral.  Borrower promptly will notify
 Lender of any change in Borrower's name including any change to the assumed
 business names of Borrower.  Borrower also promptly will notify Lender of
 any change in Borrower's Social Security Number or Employer Identification
 Number.  Borrower further agrees to notify Lender in writing prior to any
 change in address or location of Borrower's principal governance office or
 should Borrower merge or consolidate with any other entity.

 Collateral Records.  Borrower does now, and at all times hereafter shall,
 keep correct and accurate records of the Collateral, all of which records
 shall be available to Lender or Lender's representative upon demand for
 inspection and copying at any reasonable time.  With respect to the
 Accounts, Borrower agrees to keep and maintain such records as Lender may
 require, including without limitation information concerning Eligible
 Accounts and Account balances and agings.  With respect to the Inventory,
 Borrower agrees to keep and maintain such records as Lender may require,
 including without limitation information concerning Eligible Inventory and
 records itemizing and describing the kind, type, quality, and quantity of
 Inventory, Borrower's Inventory costs and selling prices, and the daily
 withdrawals and additions to Inventory.

 Collateral Schedules.  Concurrently with the execution and delivery of this
 Agreement, Borrower shall execute and deliver to Lender schedules of
 Accounts and Inventory and Eligible Accounts and Eligible Inventory, in form
 and substance satisfactory to the Lender.  Thereafter Borrower shall execute
 and deliver to Lender such supplemental schedules of Eligible Accounts and
 Eligible Inventory and such other matters and information relating to the
 Accounts and Inventory as Lender may request.  Supplemental schedules shall
 be delivered according to the following schedule: within fifteen (15) days
 after each month end to include accounts receivable and accounts payable
 agings and Borrower's Certification and Reconciliation form.

 Representations and Warranties Concerning Accounts.  With respect to the
 Accounts, Borrower represents and warrants to Lender: (a) Each Account
 represented by Borrower to be an Eligible Account for purposes of this
 Agreement conforms to the requirements of the definition of an Eligible
 Account; (b) All Account information listed on schedules delivered to Lender
 will be true and correct, subject to immaterial variance; and (c) Lender,
 its assigns, or agents shall have the right at any time and at Borrower's
 expense to inspect, examine, and audit Borrower's records and to confirm
 with Account Debtors the accuracy of such Accounts.

 Representations and Warranties Concerning Inventory.  With respect to the
 Inventory, Borrower represents and warrants to Lender: (a) All Inventory
 represented by Borrower to be Eligible Inventory for purposes of this
 Agreement conforms to the requirements of the definition of Eligible
 Inventory; (b) All Inventory values listed on schedules delivered to Lender
 will be true and correct, subject to immaterial variance; (c) The value of
 the Inventory will be determined on a consistent accounting basis; (d)
 Except as agreed to the contrary by Lender in writing, all Eligible
 Inventory is now and at all times hereafter will be in Borrower's physical
 possession and shall not be held by others on consignment, sale on approval,
 or sale or return: (e) Except as reflected in the Inventory schedules
 delivered to Lender, all Eligible Inventory is now and at all times
 hereafter will be
 
<PAGE>  4
07-30-1997              LOAN AGREEMENT                             Page 4
Loan No 1001              (Continued)



 of good and merchantable quality, free from defects; (f) Eligible Inventory
 is not now and will not at any time hereafter be stored with a bailee,
 warehouseman, or similar party without Lender's prior written consent, and,
 in such event, Borrower will concurrently at the time of bailment cause any
 such bailee, warehouseman, or similar party to issue and deliver to Lender,
 in form acceptable to Lender, warehouse receipts in Lender's name evidencing
 the storage of Inventory; and (g) Lender, its assigns, or agents shall have
 the right at any time and at Borrower's expense to inspect and examine the
 Inventory and to check and test the same as to quality, quantity, value, and
 condition.

 Remittance Account.  Borrower agrees that Lender may at any time require
 Borrower to institute procedures whereby the payments and other proceeds of
 the Accounts shall be paid by the Account Debtors under a remittance account
 or lock box arrangement with Lender, or Lender's agent, or with one or more
 financial institutions designated by Lender.  Borrower further agrees that,
 if no Event of Default exists under this Agreement, any and all of such
 funds received under such a remittance account or lock box arrangement
 shall, at Lender's sole election and discretion, either be (a) paid or
 turned over to Borrower; (b) deposited into one or more accounts for the
 benefit of Borrower (which deposit accounts shall be subject to a security
 assignment in favor of Lender); (c) deposited into one or more accounts for
 the joint benefit of Borrower and Lender (which deposit accounts shall
 likewise be subject to a security assignment in favor of Lender); (d) paid
 or turned over to Lender to be applied to the Indebtedness in such order and
 priority as Lender may determine within its sole discretion; or (e) any
 combination of the foregoing as Lender shall determine from time to time. 
 Borrower further agrees that, should one or more Events of Default exist,
 any and all funds received under such a remittance account or lock box
 arrangement shall be paid or turned over to Lender to be applied to the
 Indebtedness, again in such order and priority as Lender may determine
 within its sole discretion.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to Lender,
as of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any
Loan, and at all times any Indebtedness exists:

 Organization.  Borrower is a corporation which is duly organized, validly
 existing, and in good standing under the laws of the State of Arizona and is
 validly existing and in good standing in all states in which Borrower is
 doing business.  Borrower has the full power and authority to own its
 properties and to transact the businesses in which it is presently engaged
 or presently proposes to engage.  Borrower also is duly qualified as a
 foreign corporation and is in good standing in all states in which the
 failure to so qualify would have a material adverse effect on its businesses
 or financial condition.

 Authorization.  The execution, delivery, and performance of this Agreement
 and all Related Documents by Borrower, to the exent to be executed,
 delivered or performed by Borrower, have been duly authorized by all
 necessary action by Borrower; do not require the consent or approval of any
 other person, regulatory authority or governmental body; and do not conflict
 with, result in a violation of, or constitute a default under (a) any
 provision of its articles of incorporation or organization, or bylaws, or
 any agreement or other instrument binding upon Borrower or (b) any law,
 governmental regulation, court decree, or order applicable to Borrower.

 Financial Information.  Each financial statement of Borrower supplied to
 Lender truly and completely disclosed Borrowers financial condition as of
 the date of the statement, and there has been no material adverse change in
 Borrower's financial condition subsequent to the date of the most recent
 financial statement supplied to Lender.  Borrower has no material contingent
 obligations except as disclosed in such financial statements.

 Legal Effect.  This Agreement constitutes, and any instrument or agreement
 required hereunder to be given by Borrower when delivered will constitute,
 legal, valid and binding obligations of Borrower enforceable against
 Borrower in accordance with their respective terms.

 Properties.  Except for Permitted Liens, Borrower owns and has good title to
 all of Borrower's properties free and clear of all Security Interests, and
 has not executed any security documents or financing statements relating to
 such properties.  All of Borrower's properties are titled in Borrower's
 legal name, and Borrower has not used, or filed a financing statement under,
 any other name for at least the last five (5) years.

 Hazardous Substances.  The terms "hazardous waste," "hazardous substance,"
 "disposal," "release," and "threatened release," as used in this Agreement,
 shall have the same meanings as set forth in the "CERCLA," "SARA," the
 Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
 Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or
 other applicable state or Federal laws, rules, or regulations adopted
 pursuant to any of the foregoing.  Except as disclosed to and acknowledged
 by Lender in writing, Borrower represents and warrants that: (a) During the
 period of Borrower's ownership of the properties, there has been no use,
 generation, manufacture, storage, treatment, disposal, release or threatened
 release of any hazardous waste or substance by any person on, under, about
 or from any of the properties. (b) Borrower has no knowledge of, or reason
 to believe that there has been (i) any use, generation, manufacture,
 storage, treatment, disposal, release, or threatened release of any
 hazardous waste or substance on, under, about or from the properties by any
 prior owners or occupants of any of the properties, or (ii) any actual or
 threatened litigation or claims of any kind by any person relating to such
 matters. (c) Neither Borrower nor any tenant, contractor, agent or other
 authorized user of any of the properties shall use, generate, manufacture,
 store, treat, dispose of, or release any hazardous waste or substance on,
 under, about or from any of the properties; and any such activity shall be
 conducted in compliance with all applicable federal, state, and local laws,
 regulations, and ordinances, including without limitation those laws,
 regulations and ordinances described above.  Borrower authorizes Lender and
 its agents to enter upon the properties to make such inspections and tests
 as Lender may deem appropriate to determine compliance of the properties
 with this section of the Agreement.  Any inspections or tests made by Lender
 shall be at Borrower's expense and for Lender's purposes only and shall not
 be construed to create any responsibility or liability on the part of Lender
 to Borrower or to any other person.  The representations and warranties
 contained herein are based on Borrower's due diligence in investigating the
 properties for hazardous waste and hazardous substances.  Borrower hereby
 (a) releases and waives any future claims against Lender for indemnity or
 contribution in the event Borrower becomes liable for cleanup or other costs
 under any such laws, and (b) agrees to indemnity and hold harmless Lender
 against any and all claims, losses, liabilities, damages, penalties, and
 expenses which Lender may directly or indirectly sustain or suffer resulting
 from a breach of this section of the Agreement or as a consequence of any
 use, generation, manufacture, storage, disposal, release or threatened
 release occurring prior to Borrower's ownership or interest in the
 properties, whether or not the same was or should have been known to
 Borrower.  The provisions of this section of the Agreement, including the
 obligation to indemnify, shall survive the payment of the indebtedness and
 the termination or expiration of this Agreement and shall not be affected by
 Lenders acquisition of any interest in any of the properties, whether by
 foreclosure or otherwise.

 Litigation and Claims.  No litigation, claim, investigation, administrative
 proceeding or similar action (including those for unpaid taxes) against
 Borrower is pending or threatened, and no other event has occurred which may
 materially adversely affect Borrower's financial condition or properties,
 other than litigation, claims, or other events, if any, that have been
 disclosed to and acknowledged by Lender in writing.

 Taxes.  To the best of Borrower's knowledge, all tax returns and reports of
 Borrower that are or were required to be filed, have been filed, and all
 taxes, assessments and other governmental charges have been paid in full,
 except those presently being or to be contested by Borrower in good faith in
 the ordinary course of business and for which adequate reserves have been
 provided.

 Lien Priority.  Unless otherwise previously disclosed to Lender in writing,
 Borrower has not entered into or granted any Security Agreements, or
 permitted the filing or attachment of any Security Interests on or affecting
 any of the Collateral directly or indirectly securing repayment of
 Borrower's Loan and Note, that would be prior or that may in any way be
 superior to Lender's Security Interests and rights in and to such
 Collateral.

 Binding Effect.  This Agreement, the Note, all Security Agreements directly
 or indirectly securing repayment of Borrower's Loan and Note and all of the
 Related Documents are binding upon Borrower as well as upon Borrower's
 successors, representatives and assigns, and are legally enforceable in
 accordance with their respective terms.

<PAGE> 5 
07-30-1997             LOAN AGREEMENT                          Page 5
Loan No 1001               (Continued)

 Commercial Purposes.  Borrower intends to use the Loan proceeds solely for
 business or commercial related purposes.

 Employee Benefit Plans.  Each employee benefit plan as to which Borrower may
 have any liability complies in all material respects with all applicable
 requirements of law and Regulations and (i) no Reportable Event nor
 Prohibited Transaction (as defined in ERISA) has occurred with respect to
 any such plan, (ii) Borrower has not withdrawn from any such plan or
 initiated steps to do so, (iii) no steps have been taken to terminate any
 such plan, and (iv) there are no unfunded liabilities other than those
 previously disclosed to Lender in writing.

 Location of Borrower's Offices and Records.  Borrower's place of business,
 or Borrower's Chief executive office, if Borrower has more than one place of
 business, is located at 4444 West Fairmount, Tempe, AZ 85282.  Unless
 Borrower has designated otherwise in writing this location is also the
 office or offices where Borrower keeps its records concerning the
 Collateral.

 Information.  All information heretofore or contemporaneously herewith
 furnished by Borrower to Lender for the purposes of or in connection with
 this Agreement or any transaction contemplated hereby is, and all
 information hereafter furnished by or on behalf of Borrower to Lender will
 be, true and accurate in every material respect on the date as of which such
 information is dated or certified; and none of such information is or will
 be incomplete by omitting to state any material fact necessary to make such
 information not misleading.

 Survival of Representations and Warranties.  Borrower understands and agrees
 that Lender, without independent investigation is relying upon the above
 representations and warranties in extending Loan Advances to Borrower. 
 Borrower further agrees that the foregoing representations and warranties
 shall be continuing in nature and shall remain in full force and effect
 until such time as Borrower's indebtedness shal be paid in full, or until
 this Agreement shall be terminated in the manner provided above, whichever
 is the last to occur.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

 Litigation.  Promptly inform Lender in writing of (a) all material adverse
 changes in Borrower's financial condition, and (b) all existing and all
 threatened litigation, claims, investigations administrative proceedings or
 similar actions affecting Borrower or any Guarantor which could materially
 affect the financial condition of Borrower or the financial condition of any
 Guarantor.

 Financial Records.  Maintain its books and records in accordance with
 generally accepted accounting principles, applied on a consistent basis, and
 permit Lender to examine and audit Borrower's books and records at all
 reasonable times.

 Financial Statements.  Furnish Lender with, as soon as available, but in no
 event later than one hundred twenty (120) days after the end of each fiscal
 year, Borrower's balance sheet and income statement for the year ended,
 audited by a certified public accountant satisfactory to Lender, and, as
 soon as available, but in no event later than thirty (30) days after the end
 of each month, Borrower's balance sheet and profit and loss statement for
 the period ended, prepared and certified as correct to the best knowledge
 and belief by Borrowers chief financial officer or other officer or person
 acceptable to Lender.  All financial reports required to be provided under
 this Agreement shall be prepared in accordance with generally accepted
 accounting principles, applied on a consistent basis, and certified by
 Borrower as being true and correct.

 Additional Information.  Furnish such additional information and statements,
 lists of assets and liabilities, agings of receivables and payables,
 inventory schedules, budgets, forecasts, tax returns, and other reports with
 respect to Borrower's financial condition and business operations as Lender
 may request from time to time.

 Financial Covenants and Ratios.  Comply with the following covenants and
 ratios:

  Tangible Net Worth.  Maintain a minimum Tangible Net Worth of not less
  than $1,150,000.00.

  Net Worth Ratio.  Maintain a ratio of Total Liabilities to Tangible Net
  Worth of less than 1.50 to 1.00.

  Current Ratio.  Maintain a ratio of Current Assets to Current Liabilities
  in excess of 1.50 to 1.00.

 The following provisions shall apply for purposes of determining compliance
 with the foregoing financial covenants and ratios: Monthly.  Except as
 provided above, all computations made to determine compliance with the
 requirements contained in this paragraph shall be made in accordance with
 generally accepted accounting principles, applied on a consistent basis, and
 certified by Borrower as being true and correct.

 Insurance.  Maintain fire and other risk insurance, public liability
 insurance, and such other insurance as Lender may require with respect to
 Borrower's properties and operations, in form, amounts, coverages and with
 insurance companies reasonably acceptable to Lender.  Borrower, upon request
 of Lender, will deliver to Lender from time to time the policies or
 certificates of insurance in form satisfactory to Lender, including
 stipulations that coverages will not be cancelled or diminished without at
 least ten (10) days' prior written notice to Lender.  Each insurance policy
 also shall include an endorsement providing that coverage in favor of Lender
 will not be impaired in any way by any act, omission or default of Borrower
 or any other person.  In connection with all policies covering assets in
 which Lender holds or is offered a security interest for the Loans, Borrower
 will provide Lender with such loss payable or other endorsements as Lender
 may require.

 Insurance Reports.  Furnish to Lender, upon request of Lender, reports on
 each existing insurance policy showing such information as Lender may
 reasonably request, including without limitation the following: (a) the name
 of the insurer; (b) the risks insured; (c) the amount of the policy; (d) the
 properties insured; (e) the then current property values on the basis of
 which insurance has been obtained, and the manner of determining those
 values; and (f) the expiration date of the policy.  In addition, upon
 request of Lender (however not more often than annually), Borrower will have
 an independent appraiser satisfactory to Lender determine, as applicable,
 the actual cash value or replacement cost of any Collateral.  The cost of
 such appraisal shall be paid by Borrower.

 Other Agreements.  Comply with all terms and conditions of all other
 agreements, whether now or hereafter existing, between Borrower and any
 other party and notify Lender immediately in writing of any default in
 connection with any other such agreements.

 Loan Proceeds.  Use all Loan proceeds solely for Borrower's business
 operations, unless specifically consented to the contrary by Lender in
 writing.

 Taxes, Charges and Liens.  Pay and discharge when due all of its
 indebtedness and obligations, including without limitation all assessments,
 taxes, governmental charges, levies and liens, of every kind and nature,
 imposed upon Borrower or its properties, income, or profits, prior to the
 date on which penalties would attach, and all lawful claims that, if unpaid,
 might become a lien or charge upon any of Borrower's properties, income, or
 profits.  Provided however, Borrower will not be required to pay and
 discharge any such assessment, tax, charge, levy, lien or claim so long as
 (a) the legality of the same shall be contested in good faith by appropriate
 proceedings, and (b) Borrower shall have established on its books adequate
 reserves with respect to such contested assessment, tax, charge, levy, lien,
 or claim in accordance with generally accepted accounting practices. 
 Borrower, upon demand of Lender, will furnish to Lender evidence of payment
 of the assessments, taxes, charges, levies, liens and claims and will
 authorize the appropriate governmental official to deliver to Lender at any
 time a written statement of any assessments, taxes, charges, levies, liens
 and claims against Borrower's properties, income, or profits.

 Performance.  Perform and comply with all terms, conditions, and provisions
 set forth in this Agreement and in the Related Documents in a timely manner,
 and promptly notify Lender if Borrower learns of the occurrence of any event
 which constitutes an Event of Default under this Agreement or under any of
 the Related Documents.

 Operations.  Maintain executive and management personnel with substantially
 the same qualifications and experience as the present executive

<PAGE> 6
 07-30-1997                   LOAN AGREEMENT                          Page 6
Loan No 1001                     (Continued)

 and management personnel; provide written notice to Lender of any change in
 executive and management personnel; conduct its business affairs in a
 reasonable and prudent manner and in compliance with all applicable federal,
 state and municipal laws, ordinances, rules and regulations respecting its
 properties, charters, businesses and operations, including without
 limitation, compliance with the Americans With Disabilities Act and with all
 minimum funding standards and other requirements of ERISA and other laws
 applicable to Borrower's employee benefit plans.

 Inspection.  Permit employees or agents of Lender at any reasonable time to
 inspect any and all Collateral for the Loan or Loans and Borrower's other
 properties and to examine or audit Borrower's books, accounts, and records
 and to make copies and memoranda of Borrower's books, accounts, and records. 
 If Borrower now or at any time hereafter maintains any records (including
 without limitation computer generated records and computer software programs
 for the generation of such records) in the possession of a third party,
 Borrower, upon request of Lender, shall notify such party to permit Lender
 free access to such records at all reasonable times and to provide Lender
 with copies of any records it may request, all at Borrower's expense.

 Compliance Certificate.  Unless waived in writing by Lender, provide Lender
 within fifteen (15) days after each month end and at the time of each
 disbursement of Loan proceeds with a certificate executed by Borrower's
 chief financial officer, or other officer or person acceptable to Lender,
 certifying that the representations and warranties set forth in this
 Agreement are true and correct as of the date of the certificate and further
 certifying that, as of the date of the certificate, no Event of Default
 exists under this Agreement.

 Environmental Compliance and Reports.  Borrower shall comply in all respects
 with all environmental protection federal, state and local laws, statutes,
 regulations and ordinances; not cause or permit to exist, as a result of an
 intentional or unintentional action or omission on its part or on the part
 of any third party, on property owned and/or occupied by Borrower, any
 environmental activity where damage may result to the environment, unless
 such environmental activity is pursuant to and in compliance with the
 conditions of a permit issued by the appropriate federal, state or local
 governmental authorities; shall furnish to Lender promptly and in any event
 within thirty (30) days after receipt thereof a copy of any notice, summons,
 lien, citation, directive, letter or other communication from any
 governmental agency or instrumentality concerning any intentional or
 unintentional action or omission on Borrower's part in connection with any
 environmental activity whether or not there is damage to the environment
 and/or other natural resources.

 Additional Assurances.  Make, execute and deliver to Lender such promissory
 notes, mortgages, deeds of trust, security agreements, financing statements,
 instruments, documents and other agreements as Lender or its attorneys may
 reasonably request to evidence and secure the Loans and to perfect all
 Security Interests.

RECOVERY OF ADDITIONAL COSTS.  If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including
any request or policy not having the force of law) shall impose, modify or
make applicable any taxes (except U.S. federal, state or local income or
franchise taxes imposed on Lender), reserve requirements, capital adequacy
requirements or other obligations which would (a) increase the cost to Lender
for extending or maintaining the credit facilities to which this Agreement
relates, (b) reduce the amounts payable to Lender under this Agreement or the
Related Documents, or (c) reduce the rate of return on Lender's capital as a
consequence of Lender's obligations with respect to the credit facilities to
which this Agreement relates, then Borrower agrees to pay Lender such
additional amounts as will compensate Lender therefor, within five (5) days
after Lender's written demand for such payment, which demand shall be
accompanied by an explanation of such imposition or charge and a calculation
in reasonable detail of the additional amounts payable by Borrower, which
explanation and calculations shall be conclusive in the absence of manifest
error.

NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender that while
this Agreement is in effect, Borrower shall not, without the prior written
consent of Lender:

 Indebtedness and Liens. (a) Except for trade debt incurred in the normal
 course of business and indebtedness to Lender contemplated by this
 Agreement, create, incur or assume indebtedness for borrowed money,
 including capital leases, (b) except as allowed as a Permitted Lien, sell,
 transfer, mortgage, assign, pledge, lease, grant a security interest in, or
 encumber any of Borrower's assets, or (c) sell with recourse any of
 Borrower's accounts, except to Lender.

 Continuity of Operations. (a) Engage in any business activities
 substantially different than those in which Borrower is presently engaged,
 (b) cease operations, liquidate, merge, transfer, acquire or consolidate
 with any other entity, change ownership, change its name, dissolve or
 transfer or sell Collateral out of the ordinary course of business, (c) pay
 any dividends on Borrower's stock (other than dividends payable in its
 stock), provided, however that notwithstanding the foregoing, but only so
 long as no Event of Default has occurred and is continuing or would result
 from the payment of dividends, if Borrower is a "Subchapter S Corporation"
 (as defined in the Internal Revenue Code of 1986, as amended), Borrower may
 pay cash dividends on its stock to its shareholders from time to time in
 amounts necessary to enable the shareholders to pay income taxes and make
 estimated income tax payments to satisfy their liabilities under federal and
 state law which arise solely from their status as Shareholders of a
 Subchapter S Corporation because of their ownership of shares of stock of
 Borrower, or (d) purchase or retire any of Borrower's outstanding shares or
 alter or amend Borrower's capital structure.

 Loans, Acquisitions and Guaranties. (a) Loan, invest in or advance money or
 assets, (b) purchase, create or acquire any interest in any other enterprise
 or entity, or (c) incur any obligation as surety or guarantor other than in
 the ordinary course of business.

CESSATION OF ADVANCES.  If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds
if: (a) Borrower or any Guarantor is in default under the terms of this
Agreement or any of the Related Documents or any other agreement that
Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor
becomes insolvent, files a petition in bankruptcy or similar proceedings, or
is adjudged a bankrupt; (c) there occurs a material adverse change in
Borrower's financial condition, in the financial condition of any Guarantor,
or in the value of any Collateral securing any Loan; (d) any Guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such Guarantor's
guaranty of the Loan or any other loan with Lender; or (a) Lender in good
faith deems itself insecure, even though no Event of Default shall have
occurred.

ADDITIONAL PROVISIONS. (Initial Here /s/DDA)

The following additional provisions are a part of this Agreement:

 Service Charge.  In addition to the required payments under the Indebtedness
and this Agreement, Borrower shall pay Lender's then current service charges
for servicing, examining, and inspecting in connection with this Agreement.

 Additional Information.  Borrower shall provide Lender with complete copies
of Borrower's Federal income tax returns, as filed, as soon as available, but
in no event later than thirty (30) days after each return has been filed.

  Lender Exams.  Quarterly Lender exams may be performed, at Lender's
option, or at Lender's request, by Lender designated personnel, at Borrower's
expense.

 Security and Exchange Commission Reports.  Borrower shall provide Lender
with Security and Exchange Commission Report's 10K, 10Q and 8K.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's
accounts with Lender (whether checking, savings, or some other

<PAGE> 7 
07-30-1997                   LOAN AGREEMENT                 Page 7
Loan No 1001                    (Continued)


account), including without limitation all accounts held jointly with someone
else and all accounts Borrower may open in the future, excluding however all
IRA and Keogh accounts, and all trust accounts for which the grant of a
security interest would be prohibited by law.  Borrower authorizes Lender, to
the extent permitted by applicable law, to charge or setoff all sums owing on
the Indebtedness against any and all such accounts.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of
Default under this Agreement:

 Default on Indebtedness.  Failure of Borrower to make any payment when due
 on the Loans.

 Other Defaults.  Failure of Borrower or any Grantor to comply with or to
 perform when due any other term, obligation, covenant or condition contained
 in this Agreement or in any of the Related Documents, or failure of Borrower
 to comply with or to perform any other term, obligation, covenant or
 condition contained in any other agreement between Lender and Borrower.

 Default In Favor of Third Parties.  Should Borrower or any Grantor default
 under any loan, extension of credit, security agreement, purchase or sales
 agreement, or any other agreement, in favor of any other creditor or person
 that may materially affect any of Borrower's property or Borrower's or any
 Grantor's ability to repay the Loans or perform their respective obligations
 under this Agreement or any of the Related Documents.

 False Statements.  Any warranty, representation or statement made or
 furnished to Lender by or on behalf of Borrower or any Grantor under this
 Agreement or the Related Documents is false or misleading in any material
 respect at the time made or furnished, or becomes false or misleading at any
 time thereafter.

 Defective Collateralization.  This Agreement or any of the Related Documents
 ceases to be in full force and effect (including failure of any Security
 Agreement to create a valid and perfected Security Interest) at any time and
 for any reason.

 Insolvency.  The dissolution or termination of Borrower's existence as a
 going business, the insolvency of Borrower, the appointment of a receiver
 for any part of Borrowers property, any assignment for the benefit of
 creditors, any type of creditor workout, or the commencement of any
 proceeding under any bankruptcy or insolvency laws by or against Borrower.

 Creditor or Forfeiture Proceedings.  Commencement of foreclosure or
 forfeiture proceedings, whether by judicial proceeding, self-help,
 repossession or any other method, by any creditor of Borrower, any creditor
 of any Grantor against any collateral securing the Indebtedness, or by any
 governmental agency.  This includes a garnishment, attachment, or levy on or
 of any of Borrower's deposit accounts with Lender.  However, this Event of
 Default shall not apply if there is a good faith dispute by Borrower or
 Grantor, as the case may be, as to the validity or reasonableness of the
 claim which is the basis of the creditor or forfeiture proceeding, and if
 Borrower or Grantor gives Lender written notice of the creditor or
 forfeiture proceeding and furnishes reserves or a surety bond for the
 creditor or forfeiture proceeding satisfactory to Lender.

 Events Affecting Guarantor.  Any of the preceding events occurs with respect
 to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes
 incompetent, or revokes or disputes the validity of, or liability under, any
 Guaranty of the Indebtedness.  Lender, at its option, may, but shall not be
 required to, permit the Guarantor's estate to assume unconditionally the
 obligations arising under the guaranty in manner satisfactory to Lender,
 and, in doing so, cure the Event of Default.

 Change In Ownership.  Any change in ownership of twenty-five percent (25%)
 or more of the common stock of Borrower.

 Adverse Change.  A material adverse change occurs in Borrower's financial
 condition, or Lender believes the prospect of payment or performance of the
 Indebtedness is impaired.

 Insecurity.  Lender, in good faith, deems itself insecure.

 Right to Cure.  If any default, other than a Default on Indebtedness, is
 curable and if Borrower or Grantor, as the case may be, has not been given a
 notice of a similar default within the preceding twelve (12) months, it may
 be cured (and no Event of Default will have occurred) if Borrower or
 Grantor, as the case may be, after receiving written notice from Lender
 demanding cure of such default: (a) cures the default within fifteen (15)
 days; or (b) if the cure requires more than fifteen (15) days, immediately
 initiates steps which Lender deems in Lender's sole discretion to be
 sufficient to cure the default and thereafter continues and completes all
 reasonable and necessary steps sufficient to produce compliance as soon as
 reasonably practical.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any
obligation to make Loan Advances or disbursements), and, at Lenders option,
all Indebtedness immediately will become due and payable, all without notice
of any kind to Borrower, except that in the case of an Event of Default of
the type described in the "Insolvency" subsection above, such acceleration
shall be automatic and not optional.  In addition, Lender shall have all the
rights and remedies provided in the Related Documents or available at law, in
equity, or otherwise.  Except as may be prohibited by applicable law, all of
Lenders rights and remedies shall be cumulative and may be exercised
singularly or concurrently.  Election by Lender to pursue any remedy shall
not exclude pursuit of any other remedy, and an election to make expenditures
or to take action to perform an obligation of Borrower or of any Grantor
shall not affect Lender's right to declare a default and to exercise its
rights and remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part
of this Agreement:

 Amendments.  This Agreement, together with any Related Documents,
 constitutes the entire understanding and agreement of the parties as to the
 matters set forth in this Agreement.  No alteration of or amendment to this
 Agreement shall be effective unless given in writing and signed by the party
 or parties sought to be charged or bound by the alteration or amendment.

 Applicable Law.  This Agreement has been delivered to Lender and accepted by
 Lender in the State of Arizona.  If there is a lawsuit, Borrower agrees upon
 Lender's request to submit to the jurisdiction of the courts of Maricopa
 County, the State of Arizona.  This Agreement shall be governed by and
 construed in accordance with the laws of the State of Arizona.

 Caption Headings.  Caption headings in this Agreement are for convenience
 purposes only and are not to be used to interpret or define the provisions
 of this Agreement.

 Multiple Parties; Corporate Authority.  All obligations of Borrower under
 this Agreement shall be joint and several, and all references to Borrower
 shall mean each and every Borrower.  This means that each of the persons
 signing below is responsible for all obligations in this Agreement.

 Consent to Loan Participation.  Borrower agrees and consents to Lender's
 sale or transfer, whether now or later, of one or more participation
 interests in the Loans to one or more purchasers, whether related or
 unrelated to Lender.  Lender may provide, without any limitation whatsoever,
 to any one or more purchasers, or potential purchasers, any information or
 knowledge Lender may have about Borrower or about any other matter relating
 to the Loan, and Borrower hereby waives any rights to privacy it may have
 with respect to such matters.  Borrower additionally waives any and all
 notices of sale of participation interests, as well as all notices of any
 repurchase of such participation interests.  Borrower also agrees that the
 purchasers of any such participation interests will be considered as the
 absolute owners of such interests in the Loans and will have all the rights
 granted under the participation agreement or agreements governing the sale
 of such participation interests.  Borrower further waives all rights of
 offset or counterclaim that it may have now or later against Lender or
 against any purchaser of such a participation interest and unconditionally
 agrees that either Lender or such purchaser may enforce Borrower's
 obligation under the Loans irrespective of the failure or

<PAGE> 8 
07-30-1997             LOAN AGREEMENT                     Page 8
Loan No 1001                       (Continued)

 insolvency of any holder of any interest in the Loans.  Borrower further
 agrees that the purchaser of any such participation interests may enforce 
its interests irrespective of any personal claims or defenses that Borrower
may have against Lender.

 Costs and Expenses.  Borrower agrees to pay upon demand all of Lender's
 expenses, including without limitation attorneys' fees, incurred in
 connection with the preparation, execution, enforcement, modification and
 collection of this Agreement or in connection with the Loans made pursuant
 to this Agreement.  Lender may pay someone else to help collect the Loans
 and to enforce this Agreement, and Borrower will pay that amount.  This
 includes, subject to any limits under applicable law, Lender's attorneys'
 fees and Lender's legal expenses, whether or not there is a lawsuit,
 including attorneys' fees for bankruptcy proceedings (including efforts to
 modify or vacate any automatic stay or injunction), appeals, and any
 anticipated post-judgment collection services.  Borrower also will pay any
 court costs, in addition to all other sums provided by law.

 Notices.  All notices required to be given under this Agreement shall be
 given in writing, may be sent by telefacsimile (unless otherwise required by
 law), and shall be effective when actually delivered or when deposited with
 a nationally recognized overnight courier or deposited in the United States
 mail, first class, postage prepaid, addressed to the party to whom the
 notice is to be given at the address shown above.  Any party may change its
 address for notices under this Agreement by giving formal written notice to
 the other parties, specifying that the purpose of the notice is to change
 the party's address.  To the extent Permitted by applicable law, if there is
 more than one Borrower, notice to any Borrower will constitute notice to all
 Borrowers.  For notice purposes, Borrower will keep Lender informed at all
 times of Borrower's current address(es).

 Severability.  It a court of competent jurisdiction finds any provision of
 this Agreement to be invalid or unenforceable as to any person or
 circumstance, such finding shall not render that provision invalid or
 unenforceable as to any other persons or circumstances.  If feasible, any
 such offending provision shall be deemed to be modified to be within the
 limits of enforceability or validity; however, if the offending provision
 cannot be so modified, it shall be stricken and all other provisions of this
 Agreement in all other respects shall remain valid and enforceable.

 Subsidiaries and Affiliates of Borrower.  To the extent the context of any
 provisions of this Agreement makes it appropriate, including without
 limitation any representation, warranty or covenant, the word "Borrower" as
 used herein shall include all subsidiary and affiliates of Borrower. 
 Notwithstanding the foregoing however, under no circumstances shall this
 Agreement be construed to require Lender to make any Loan or other financial
 accommodation to any subsidiary or affiliate of Borrower.

 Successors and Assigns.  All covenants and agreements contained by or on
 behalf of Borrower shall bind its successors and assigns and shall inure to
 the benefit of Lender, its successors and assigns.  Borrower shall not,
 however, have the right to assign its rights under this Agreement or any
 interest therein, without the prior written consent of Lender.

 Survival.  All warranties, representations, and covenants made by Borrower
 in this Agreement or in any Certificate or other instrument delivered by
 Borrower to Lender under this Agreement shall be considered to have been
 relied upon by Lender and will survive the making of the Loan and delivery
 to Lender of the Related Documents, regardless of any investigation made by
 Lender or on Lenders behalf.

 Time Is of the Essence. Time is of the essence in the performance of this
 Agreement.

 Waiver.  Lender shall not be deemed to have waived any rights under this
 Agreement unless such waiver is given in writing and signed by Lender.  No
 delay or omission on the part of Lender in exercising any right shall operate
 as a waiver of such right or any other right.  A waiver by Lender of a
 provision of this Agreement shall not prejudice or constitute a waiver of
 Lender's right otherwise to demand strict compliance with that provision or any
 other provision of this Agreement.  No prior waiver by Lender, nor any course
 of dealing between Lender and Borrower, or between Lender and any Grantor,
 shall constitute a waiver of any of Lender's rights or of any obligations of
 Borrower or of any Grantor as to any future transactions.  Whenever the consent
 of Lender is required under this Agreement, the granting of such consent by
 Lender in any instance shall not constitute continuing consent in subsequent
 instances where such consent is required, and in all cases such consent may be
 granted or withheld in the sole discretion of Lender.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT,
AND BORROWER AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED AS OF JULY 30,
1997.

BORROWER:

RECONDITIONED SYSTEMS, INC.

By: /s/ Dirk Anderson
   -------------------
   DIRK ANDERSON, CFO

LENDER:

M&I Thunderbird Bank, an Arizona corporation

By: /s/Jeffrey L. LeBar
    ___________________
    Authorized Officer



EXHIBIT 10.29
PART 2
<PAGE> 1                     M&I Thunderbird Bank

                               PROMISSORY NOTE

[CAPTION]
<TABLE>
<S>           <C>         <C>        <C>      <C>   <C>         <C>         <C>       <C>
 Principal    Loan Date   Maturity   Loan No  Call  Collateral    Account   Officer   Initials
$1,000,000    07-30-1997  07-31-1998    1001                    09400069235  JLL       /s/JLL
</TABLE>
References in the shaded area are for Lender's use only and do not limit the 
applicability of this document to any particular loan or item.
________________________________________________________________________

Borrower: RECONDITIONED SYSTEMS, INC.   Lender:  M&I Thunderbird Bank,   
          444 West Fairmount                     an Arizona corporation
          Tempe, AZ  85282                       Scottsdale Rd. &        
                                                 Thunderbird Office (10)
                                                 C/O Loan Support        
                                                 Department
                                                 One East Camelback Road
                                                 Phoenix, AZ 86012-1647
------------------------------------------------------------------------
------------------------------------------------------------------------

Principal Amount:       Initial Rate:          Date of Note: 
$1,000,000.00           10.500%                July 30, 1997 

PROMISE TO PAY.  RECONDITIONED SYSTEMS, INC. ("Borrower") promises to pay
to M&I Thunderbird Bank, an Arizona corporation ("Lender"), or order, in
lawful money of the United States of America, the principal amount of One
Million & 00/100 Dollars ($1,000,000.00) or so much as may be outstanding,
together with interest on the unpaid outstanding principal balance of each
advance.  Interest shall be calculated from the date of each advance until
repayment of each advance.

PAYMENT.  Borrower will pay this loan in one payment of all outstanding
principal plus all accrued unpaid interest on July 31, 1998.  In addition,
Borrower will pay regular monthly payments of accrued unpaid interest
beginning August 29, 1997, and all subsequent interest payments are due on
the same day of each month after that.  The annual interest rate for this
Note is computed on a 365/360 basis; that is, by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal
balance is outstanding.  Borrower will pay Lender at Lender's address shown
above or at such other place as Lender may designate in writing.  Unless
otherwise agreed or required by applicable law, payments will be applied
first to any unpaid collection costs and any late charges, then to any
unpaid interest, and any remaining amount to principal.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject to
change from time to time based on changes in an index which is Lender's
Prime Rate (the "Index").  This is the rate Lender charges, or would
charge, on 90-day unsecured loans to the most creditworthy corporate
customers.  This rate may or may not be the lowest rate available from
Lender at any given time.  Lender will tell Borrower the current Index rate
upon Borrower's request.  Borrower understands that Lender may make loans
based on other rates as well.  The interest rate change will not occur more
often than each day.  The Index currently is 8.500% per annum.  The
interest rate to be applied to the unpaid principal balance of this Note
will be at a rate of 2.000 percentage points over the Index, resulting in
an initial rate of 10.500% per annum.  NOTICE: Under no circumstances will
the interest rate on this Note be more than the maximum rate allowed by
applicable law.

PREPAYMENT.  Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject
to refund upon early payment (whether voluntary or as a result of default),
except as otherwise required by law.  Except for the foregoing, Borrower
may pay without penalty all or a portion of the amount owed earlier than
it is due.  Early payments will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower's obligation to continue to make payments of
accrued unpaid interest.  Rather, they will reduce the principal balance
due.

LATE CHARGE.  If a payment is 10 days or more late, Borrower will be
charged 5.000% of the regularly scheduled payment.

DEFAULT.  Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any
promise Borrower has made to Lender, or Borrower fails to comply with or
to perform when due any other term, obligation, covenant, or condition
contained in this Note or any agreement related to this Note, or in any
other agreement or loan Borrower has with Lender. (c) Borrower defaults
under any loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor or person
that may materially affect any of Borrower's property or Borrower's ability
to repay this Note or perform Borrower's obligations under this Note or any
of the Related Documents. (d) Any representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf is false or
misleading in any material respect either now or at the time made or
furnished. (e) Borrower becomes insolvent, a receiver is appointed for any
part of Borrower's property, Borrower makes an assignment for the benefit
of creditors, or any proceeding is commenced either by Borrower or against
Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's property on or in which Lender has a lien or
security interest.  This includes a garnishment of any of Borrower's
accounts with Lender. (g) Any guarantor dies or any of the other events
described in this default section occurs with respect to any guarantor of
this Note. (h) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
indebtedness is impaired. (i) Lender in good faith deems itself insecure.

If any default, other than a default in payment, is curable and if Borrower
has not been given a notice of a breach of the same provision of this Note
within the preceding twelve (12) months, it may be cured (and no event of
default will have occurred) if Borrower, after receiving written notice
from Lender demanding cure of such default: (a) cures the default within
fifteen (15) days; or (b) if the cure requires more than fifteen (15) days,
immediately initiates steps which Lender deems in Lender's sole discretion
to be sufficient to cure the default and thereafter continues and completes
all reasonable and necessary steps sufficient to produce compliance as soon
as reasonably practical.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately
due, without notice, and then Borrower will pay that amount.  Lender may
hire or pay someone else to help collect this Note if Borrower does not
pay. Borrower also will pay Lender that amount.  This includes, subject to
any limits under applicable law, Lender's attorneys' fees and Lender's
legal expenses whether or not there is a lawsuit, including attorneys' fees
and legal expenses for bankruptcy proceedings (including efforts to modify
or vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services.  It not prohibited by applicable law,
Borrower also will pay any court costs, in addition to all other sums
provided by law.  This Note has been delivered to Lender and accepted by
Lender in the State of Arizona.  If there is a lawsuit, Borrower agrees
upon Lender's request to submit to the jurisdiction of the courts of
Maricopa County, the State of Arizona.  This Note shall be governed by and
construed in accordance with the laws of the State of Arizona.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory
security interest in, and hereby assigns, conveys, delivers, pledges, and
transfers to Lender all Borrower's right, title and interest in and to,
Borrower's accounts with Lender (whether checking, savings, or some other
account), including without limitation all accounts held jointly with
someone else and all accounts Borrower may open in the future, excluding
however all IRA and Keogh accounts, and all trust accounts for which the
grant of a security interest would be prohibited by law.  Borrower
authorizes Lender, to the extent permitted by applicable law, to charge or
setoff all sums owing on this Note against any and all such accounts.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances
under this Note may be requested either orally or in writing by Borrower
or by an authorized person.  Lender may, but need not, require that all
oral requests be confirmed in writing.  All communications, instructions,
or directions by telephone or otherwise to Lender are to be directed to
Lenders office shown above.  The following party or parties are authorized
to request advances under the line of credit until Lender receives from
Borrower at Lender's address shown above written notice of revocation of
their authority:       WAYNE COLLIGNON, President; and DIRK ANDERSON, CFO. 
Borrower agrees to be liable for all sums either: (a) advanced in

<PAGE> 2
07-30-1997                PROMISSORY NOTE                        Page 2
Loan No 1001                (Continued)



accordance with the instructions of an authorized person or (b) credited
to any of Borrower's accounts with Lender.  The unpaid principal balance
owing on this Note at any time may be evidenced by endorsements on this
Note or by Lender's internal records, including daily computer printouts. 
Lender will have no obligation to advance funds under this Note if: (a)
Borrower or any guarantor is in default under the terms of this Note or any
agreement that Borrower or any guarantor has with Lender, including any
agreement made in connection with the signing of this Note; (b) Borrower
or any guarantor ceases doing business or is insolvent; (c) any guarantor
seeks, claims or otherwise attempts to limit, modify or revoke such
guarantor's guarantee of this Note or any other loan with Lender, (d)
Borrower has applied funds provided pursuant to this Note for purposes
other than those authorized by Lender; or (e) Lender in good faith deems
itself insecure under this Note or any other agreement between Lender and
Borrower.

ADDITIONAL PROVISIONS.  NOTICE TO ALL COMMERCIAL LOAN CUSTOMERS WITH LOANS
GREATER THAN $250,000.00:
Effective September 5, 1989, only agreements IN WRITING are enforceable in
the event there are disagreements over this loan.  This includes all
agreements or understandings to loan money, to grant or extend credit, or
to extend, renew, or modify a loan.  For further information, please refer
to A.R.S. 44-101-9, or contact your loan officer.

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its rights
or remedies under this Note without losing them.  Borrower and any other
person who signs, guarantees or endorses this Note, to the extent allowed
by law, waive presentment, demand for payment, protest and notice of
dishonor.  Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability.  All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan, or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone.  All
such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the
modifcation is made.

EFFECTIVE RATE.  Borrower agrees to an effective rate of interest that is
the rate specified in this Note plus any additional rate resulting from any
other charges in the nature of interest paid or to be paid in connection
with this Note.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER
AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THE NOTE.



BORROWER:

RECONDITIONED SYSTEMS, INC.

By:  /S/DIRK ANDERSON
     DIRK ANDERSON, CFO

------------------------------------------------------------------------
Variable Rate.  Line of Credit.  LASER PRO, Reg. U.S. Pat. & T.M. Off.,
Ver. 3.24 (c) 1997 CFI ProServices, Inc.  All rights reserved. [AZ-D20
RECONDO1.LN C48.OVL]


EXHIBIT 10.29
PART 3
<PAGE>
<PAGE> 1
                             M&I THUNDERBIRD BANK
                           BUSINESS LOAN AGREEMENT
<TABLE>
<CAPTION>
PRINCIPAL LOAN DATE  MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER INITIALS
--------- ---------  -------- ------- ---- ---------- ------- ------- --------
<S>        <C>        <C>        <C>  <C>  <C>        <C>        <C>   <C>
$58,000.00 07-30-1997 01-29-1999 1002                            JLL   /S/JLL
</TABLE>

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
==============================================================================
BORROWER: RECONDITIONED SYSTEMS, INC.    LENDER: M&I THUNDERBIRD BANK, AN      
          4444 WEST FAIRMOUNT                    ARIZONA CORPORATION
          TEMPE, AZ 85282                        SCOTTSDALE RD. & THUNDERBIRD  
                                                 OFFICE (10)
                                                 C/O LOAN SUPPORT DEPARTMENT
                                                 ONE EAST CAMELBACK ROAD
                                                 PHOENIX, AZ 85012-1647
==============================================================================

THIS BUSINESS LOAN AGREEMENT between RECONDITIONED SYSTEMS, INC. ("Borrower")
and M&I Thunderbird Bank, an Arizona corporation ("Lender") is made and
executed on the following terms and conditions.  Borrower has received prior
commercial loans from Lender or has applied to Lender for a commercial loan or
loans and other financial accommodations, including those which may be
described on any exhibit or schedule attached to this Agreement.  All such
loans and financial accommodations, together with all future loans and
financial accommodations from Lender to Borrower, are referred to in this
Agreement individually as the "Loan" and collectively as the "Loans." Borrower
understands and agrees that: (a) in granting, renewing, or extending any Loan,
Lender is relying upon Borrower's representations, warranties, and agreements,
as set forth in this Agreement; (b) the granting, renewing, or extending of
any Loan by Lender at all times shall be subject to Lender's sole judgment and
discretion; and (c) all such Loans shall be and shall remain subject to the
following terms and conditions of this Agreement.

TERM.  This Agreement shall be effective as of July 30, 1997, and shall
continue thereafter until all Indebtedness of Borrower to Lender has been
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used
in this Agreement.  Terms not otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code.  All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

  Agreement.  The word "Agreement" means this Business Loan Agreement, as this 
  Business Loan Agreement may be amended or modified from time to time,        
  together with all exhibits and schedules attached to this Business Loan      
  Agreement from time to time.

  Borrower.  The word "Borrower" means RECONDITIONED SYSTEMS, INC.. The word   
  "Borrower" also includes, as applicable,  all subsidiaries and affiliates of 
  Borrower as provided below in the paragraph titled "Subsidiaries and         
  Affiliates."
  
  CERCLA.  The word "CERCLA" means the Comprehensive Environmental Response,   
  Compensation, and Liability Act of 1980, as amended.

  Cash Flow.  The words "Cash Flow" mean net income after taxes, and exclusive 
  of extraordinary gains and income, plus depreciation and amortization.

  Collateral.  The word "Collateral" means and includes without limitation all 
  property and assets granted as collateral security for a Loan, whether real  
  or personal property, whether granted directly or indirectly, whether
  granted  now or in the future, and whether granted in the form of a security
  interest, mortgage, deed of trust, assignment, pledge, chattel mortgage,
  chattel trust, factor's lien, equipment trust, conditional sale, trust
  receipt, lien, charge, lien or title retention contract, lease or
  consignment intended as a security device, or any other security or lien
  interest whatsoever, whether created by law, contract, or otherwise.
  
  Debt.  The word "Debt" means all of Borrower's liabilities excluding         
  Subordinated Debt.

  ERISA.  The word "ERISA" means the Employee Retirement Income Security Act   
  of 1974, as amended.

  Event of Default.  The words "Event of Default" mean and include without     
  limitation any of the Events of Default set forth below in the section
  titled  "EVENTS OF DEFAULT."

  Grantor.  The word "Grantor" means and includes without limitation each and  
  all of the persons or entities granting a Security Interest in any
  Collateral for the Indebtedness, including without limitation all Borrowers
  granting such a Security Interest.

  Guarantor.  The word "Guarantor" means and includes without limitation each
  and all of the guarantors, sureties, and accommodation parties in connection
  with any Indebtedness.

  Indebtedness.  The word "Indebtedness" means and includes without limitation
  all Loans, together with all other obligations, debts and liabilities of
  Borrower to Lender, or any one or more of them, as well as all claims by
  Lender against Borrower, or any one or more of them; whether now or
  hereafter existing, voluntary or involuntary, due or not due, absolute or
  contingent, liquidated or unliquidated; whether Borrower may be liable
  individually or jointly with others; whether Borrower may be obligated as a
  guarantor, surety, or otherwise; whether recovery upon such Indebtedness may
  be or hereafter may become barred by any statute of limitations; and whether
  such Indebtedness may be or hereafter may become otherwise unenforceable.
  
  Lender.  The word "Lender" means M&I Thunderbird Bank, an Arizona
  corporation, its successors and assigns.

  Liquid Assets.  The words "Liquid Assets" mean Borrower's cash on hand plus
  Borrower's readily marketable securities.

  Loan.  The word "Loan" or "Loans" means and includes without limitation any
  and all commercial loans and financial accommodations from Lender to
  Borrower, whether now or hereafter existing, and however evidenced,
  including without limitation those loans and financial accommodations
  described herein or described on any exhibit or schedule attached to this
  Agreement from time to time.

  Note.  The word "Note" means and includes without limitation Borrower's
  promissory note or notes, if any, evidencing Borrower's Loan obligations In
  favor of Lender, as well as any substitute, replacement or refinancing note
  or notes therefor.

  Permitted Liens.  The words "Permitted Liens" mean: (a) liens and security
  interests securing Indebtedness owed by Borrower to Lender; (b) liens for
  taxes, assessments, or similar charges either not yet due or being contested
  in good faith; (c) liens of materialmen, mechanics, warehousemen, or
  carriers, or other like liens arising in the ordinary course of business and
  securing obligations which are not yet delinquent; (d) purchase money liens
  or purchase money security interests upon or in any property acquired or
  held by Borrower in the ordinary course of business to secure indebtedness
  outstanding on the date of this Agreement or permitted to be incurred under
  the paragraph of this Agreement titled "Indebtedness and Liens"; (e) liens
  and security interests which, as of the date of this Agreement, have been
  disclosed to and approved by the Lender in writing; and (f) those liens and
  security interests which in the aggregate constitute an immaterial and
  insignificant monetary amount with respect to the net value of Borrower's
  assets.

<PAGE> 2 
07-30-1997                        BUSINESS LOAN AGREEMENT           Page 2
Loan No 1002                           (Continued)



  Related Documents.  The words "Related Documents" mean and include without
  limitation all promissory notes, credit agreements, loan agreements,
  environmental agreements, guaranties, security agreements, mortgages, deeds
  of trust, and all other instruments, agreements and documents, whether now
  or hereafter existing, executed in connection with the Indebtedness.

  Security Agreement.  The words "Security Agreement" mean and include without
  limitation any agreements, promises, covenants, arrangements, understandings
  or other agreements, whether created by law, contract, or otherwise,
  evidencing, governing, representing, or creating a Security Interest.

  Security Interest.  The words "Security Interest mean and include without
  limitation any type of collateral security, whether in the form of a lien,
  charge, mortgage, deed of trust, assignment, pledge, chattel mortgage,
  chattel trust, factors lien, equipment trust, conditional sale, trust
  receipt, lien or title retention contract, lease or consignment intended as
  a security device, or any other security or lien interest whatsoever,
  whether created by law, contract, or otherwise.

  SARA.  The word "SARA" means the Superfund Amendments and Reauthorization
  Act of 1986 as now or hereafter amended.

  Subordinated Debt.  The words "Subordinated Debt mean indebtedness and
  liabilities of Borrower which have been subordinated by written agreement to
  indebtedness owed by Borrower to Lender in form and substance acceptable to
  Lender.

  Tangible Net Worth.  The words "Tangible Net Worth" mean Borrower's total
  assets excluding all intangible assets (i.e., goodwill, trademarks, patents,
  copyrights, organizational expenses, and similar intangible items, but
  including leaseholds and leasehold improvements) less total Debt.

  Working Capital.  The words "Working Capital" mean Borrower's current
  assets, excluding prepaid expenses, less Borrower's current liabilities.

CONDITIONS PRECEDENT TO EACH ADVANCE.  Lender's obligation to make the initial
Loan Advance and each subsequent Loan Advance under this Agreement shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions
set forth in this Agreement and in the Related Documents.

  Loan Documents.  Borrower shall provide to Lender in form satisfactory to
  Lender the following documents for the Loan: (a) the Note, (b) Security
  Agreements granting to Lender security interests in the Collateral, (c)
  Financing Statements perfecting Lender's Security Interests; (d) evidence of
  insurance as required below; and (e) any other documents required under this
  Agreement or by Lender or its counsel.

  Borrower's Authorization.  Borrower shall have provided in form and
  substance satisfactory to Lender property certified resolutions, duly
  authorizing the execution and delivery of this Agreement, the Note and the
  Related Documents, and such other authorizations and other documents and
  instruments as Lender or its counsel, in their sole discretion, may require.

  Payment of Fees and Expenses.  Borrower shall have paid to Lender all fees,
  charges, and other expenses which are then due and payable as specified in
  this Agreement or any Related Document.

  Representations and Warranties.  The representations and warranties set
  forth in this Agreement, in the Related Documents, and in any document or
  certificate delivered to Lender under this Agreement are true and correct.

  No Event of Default.  There shall not exist at the time of any advance a
  condition which would constitute an Event of Default under this Agreement.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to Lender,
as of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any
Loan, and at all times any Indebtedness exists:

  Organization.  Borrower is a corporation which is duly organized, validly
  existing, and in good standing under the laws of the State of Arizona and is
  validly existing and in good standing in all states in which Borrower is
  doing business.  Borrower has the full power and authority to own its
  properties and to transact the businesses in which it is presently engaged
  or presently proposes to engage.  Borrower also is duly qualified as a
  foreign corporation and is in good standing in all states in which the
  failure to so qualify would have a material adverse effect on its businesses
  or financial condition.

  Authorization.  The execution, delivery, and performance of this Agreement
  and all Related Documents by Borrower, to the extent to be executed,
  delivered or performed by Borrower, have been duly authorized by all
  necessary action by Borrower; do not require the consent or approval of any
  other person, regulatory authority or governmental body; and do not conflict
  with, result in a violation of, or constitute a default under (a) any
  provision of its articles of incorporation or organization, or bylaws, or
  any agreement or other instrument binding upon Borrower or (b) any law,
  governmental regulation, court decree, or order applicable to Borrower.

  Financial Information.  Each financial statement of Borrower supplied to
  Lender truly and completely disclosed Borrower's financial condition as of
  the date of the statement, and there has been no material adverse change in
  Borrower's financial condition subsequent to the date of the most recent
  financial statement supplied to Lender.  Borrower has no material contingent
  obligations except as disclosed in such financial statements.

  Legal Effect.  This Agreement constitutes, and any instrument or agreement
  required hereunder to be given by Borrower when delivered will constitute,
  legal, valid and binding obligations of Borrower enforceable against
  Borrower in accordance with their respective terms.

  Properties.  Except as contemplated by this Agreement or as previously
  disclosed in Borrower's financial statements or in writing to Lender and as
  accepted by Lender, and except for property tax liens for taxes not
  presently due and payable, Borrower owns and has good title to all of
  Borrower's properties free and clear of all Security Interests, and has not
  executed any security documents or financing statements relating to such
  properties.  All of Borrower's properties are titled in Borrower's legal
  name, and Borrower has not used, or filed a financing statement under, any
  other name for at least the last five (5) years.

  Hazardous Substances.  The terms "hazardous waste," "hazardous substance,"
  "disposal," "release," and "threatened release," as used in this Agreement,
  shall have the same meanings as set forth in the "CERCLA," "SARA," the
  Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
  Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or
  other applicable state or Federal laws, rules, or regulations adopted
  pursuant to any of the foregoing.  Except as disclosed to and acknowledged
  by Lender in writing, Borrower represents and warrants that: (a) During the
  period of Borrower's ownership of the properties, there has been no use,
  generation, manufacture, storage, treatment, disposal, release or threatened
  release of any hazardous waste or substance by any person on, under, about
  or from any of the properties. (b) Borrower has no knowledge of, or reason
  to believe that there has been (i) any use, generation, manufacture,
  storage, treatment, disposal, release, or threatened release of any
  hazardous waste or substance on, under, about or from the properties by any
  prior owners or occupants of any of the properties, or (ii) any actual or
  threatened litigation or claims of any kind by any person relating to such
  matters. (c) Neither Borrower nor any tenant, contractor, agent or other
  authorized user of any of the properties shall use, generate, manufacture,
  store, treat, dispose of, or release any hazardous waste or substance on,
  under, about or from any of the properties; and any such activity shall be
  conducted in compliance with all applicable federal, state, and local laws,
  regulations, and ordinances, including without limitation those laws,
  regulations and ordinances described above.  Borrower authorizes Lender and
  its agents to enter upon the properties to make such inspections and tests
  as Lender may deem appropriate to determine compliance of the properties
  with this section of the Agreement.  Any inspections or tests made by Lender
  shall be at Borrower's expense and for Lender's purposes only and shall not
  be construed to create any responsibility or liability on the part of Lender
  to Borrower or to any other person.  The representations and warranties
  contained herein are based on Borrower's due diligence in

       

<PAGE> 3
07-30-1997                         BUSINESS LOAN AGREEMENT            Page 3
Loan No 1002                              (Continued)



  investigating the properties for hazardous waste and hazardous substances. 
  Borrower hereby (a) releases and waives any future claims against Lender for
  indemnity or contribution in the event Borrower becomes liable for cleanup
  or other costs under any such laws, and (b) agrees to indemnity and hold
  harmless Lender against any and all claims, losses, liabilities, damages,
  penalties, and expenses which Lender may directly or indirectly sustain or
  suffer resulting from a breach of this section of the Agreement or as a
  consequence of any use, generation, manufacture, storage, disposal, release
  or threatened release occurring prior to Borrower's ownership or interest
  in the properties, whether or not the same was or should have been known to
  Borrower.  The provisions of this section of the Agreement, including the
  obligation to indemnify, shall survive the payment of the Indebtedness and
  the termination or expiration of this Agreement and shall not be affected by
  Lender's acquisition of any interest in any of the properties, whether by
  foreclosure or otherwise.

  Litigation and Claims.  No litigation, claim, investigation, administrative
  proceeding or similar action (including those for unpaid taxes) against
  Borrower is pending or threatened, and no other event has occurred which may
  materially adversely affect Borrower's financial condition or properties,
  other than litigation, claims, or other events, if any, that have been
  disclosed to and acknowledged by Lender in writing.

  Taxes.  To the best of Borrower's knowledge, all tax returns and reports of
  Borrower that are or were required to be filed, have been filed, and all
  taxes, assessments and other governmental charges have been paid in full,
  except those presently being or to be contested by Borrower in good faith in
  the ordinary course of business and for which adequate reserves have been
  provided.

  Lien Priority.  Unless otherwise previously disclosed to Lender in writing,
  Borrower has not entered into or granted any Security Agreements, or
  permitted the filing or attachment of any Security Interests on or affecting
  any of the Collateral directly or indirectly securing repayment of
  Borrower's Loan and Note, that would be prior or that may in any way be
  superior to Lender's Security Interests and rights in and to such
  Collateral.
  
  Binding Effect.  This Agreement, the Note, all Security Agreements directly
  or indirectly securing repayment of Borrower's Loan and Note and all of the
  Related Documents are binding upon Borrower as well as upon Borrower's
  successors, representatives and assigns, and are legally enforceable in
  accordance with their respective terms.

  Commercial Purposes. Borrower intends to use the Loan proceeds solely for
  business or commercial related purposes.

  Employee Benefit Plans.  Each employee benefit plan as to which Borrower may
  have any liability complies in all material respects with all applicable
  requirements of law and regulations, and (i) no Reportable Event nor
  Prohibited Transaction (as defined in ERISA) has occurred with respect to
  any such plan, (ii) Borrower has not withdrawn from any such plan or
  initiated steps to do so, (iii) no steps have been taken to terminate any
  such plan, and (iv) there are no unfunded liabilities other than those
  previously disclosed to Lender in writing.

  Location of Borrower's Offices and Records.  Borrower's place of business,
  or Borrower's Chief executive office, if Borrower has more than one place of
  business, is located at 4444 West Fairmount, Tempe, AZ 85282.  Unless
  Borrower has designated otherwise in writing this location is also the
  office or offices where Borrower keeps its records concerning the
  Collateral.

  Information.  All information heretofore or contemporaneously herewith
  furnished by Borrower to Lender for the purposes of or in connection with
  this Agreement or any transaction contemplated hereby is, and all
  information hereafter furnished by or on behalf of Borrower to Lender will
  be, true and accurate in every material respect on the date as of which such
  information is dated or certified; and none of such information is or will
  be incomplete by omitting to state any material fact necessary to make such
  information not misleading.

  Survival of Representations and Warranties.  Borrower understands and agrees
  that Lender, without independent investigation, is relying upon the above
  representations and warranties in making the above referenced Loan to
  Borrower.  Borrower further agrees that the foregoing representations and
  warranties shall be continuing in nature and shall remain in full force and
  effect until such time as Borrower's Indebtedness shall be paid in full, or
  until this Agreement shall be terminated in the manner provided above,
  whichever is the last to occur.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

  Litigation.  Promptly inform Lender in writing of (a) all material adverse
  changes in Borrower's financial condition, and (b) all existing and all
  threatened litigation, claims, investigations, administrative proceedings or
  similar actions affecting Borrower or any Guarantor which could materially
  affect the financial condition of Borrower or the financial condition of any
  Guarantor.

  Financial Records.  Maintain its books and records in accordance with
  generally accepted accounting principles, applied on a consistent basis, and
  permit Lender to examine and audit Borrower's books and records at all
  reasonable times.

  Financial Statements.  Furnish Lender with, as soon as available, but in no
  event later than one hundred twenty (120) days after the end of each fiscal
  year, Borrower's balance sheet and income statement for the year ended,
  audited by a certified public accountant satisfactory to Lender, and, as
  soon as available, but in no event later than thirty (30) days after the end
  of each month, Borrower's balance sheet and profit and loss statement for
  the period ended, prepared and certified as correct to the best knowledge
  and belief by Borrower's chief financial officer or other officer or person
  acceptable to Lender.  All financial reports required to be provided under
  this Agreement shall be prepared in accordance with generally accepted
  accounting principles, applied on a consistent basis, and certified by
  Borrower as being true and correct.

  Additional Information.  Furnish such additional information and statements,
  lists of assets and liabilities, agings of receivables and payables,
  inventory schedules, budgets, forecasts, tax returns, and other reports with
  respect to Borrower's financial condition and business operations as Lender
  may request from time to time.

  Financial Covenants and Ratios.  Comply with the following covenants and
  ratios:

       Tangible Net Worth.  Maintain a minimum Tangible Net Worth of not less
       than $1,150,000.00.

       Net Worth Ratio.  Maintain a ratio of Total Liabilities to Tangible Net
       Worth of less than 1.50 to 1.00. 

       Current Ratio.  Maintain a ratio of Current Assets to Current         
       Liabilities in excess of 1.50 to 1.00.

  The following provisions shall apply for purposes of determining compliance
  with the foregoing financial covenants and ratios: Monthly.  Except as
  provided above, all computations made to determine compliance with the
  requirements contained in this paragraph shall be made in accordance with
  generally accepted accounting principles, applied on a consistent basis, and
  certified by Borrower as being true and correct.

  Insurance.  Maintain fire and other risk insurance, public liability
  insurance, and such other insurance as Lender may require with respect to
  Borrower's properties and operations, in form, amounts, coverages and with
  insurance companies reasonably acceptable to Lender.  Borrower, upon request
  of Lender, will deliver to Lender from time to time the policies or
  certificates of insurance in form satisfactory to Lender, including
  stipulations that coverages will not be cancelled or diminished without at
  least ten (10) days' prior written notice to Lender.  Each insurance policy
  also shall include an endorsement providing that coverage in favor of Lender
  will not be impaired in any way by any act, omission or default of Borrower
  or any other person.  In connection with all policies covering assets in
  which Lender holds or is offered a security interest for the Loans, Borrower
  will provide Lender with such loss payable or other endorsements as Lender
  may require.

  Insurance Reports.  Furnish to Lender, upon request of Lender, reports on
  each existing insurance policy showing such information as Lender may
  reasonably request, including without limitation the following: (a) the name
  of the insurer; (b) the risks insured; (c) the amount of the policy;

<PAGE> 4
 07-30-1997                        BUSINESS LOAN AGREEMENT           Page 4
Loan No 1002                             (Continued)


  (d) the properties insured; (e) the then current property values on the
  basis of which insurance has been obtained, and the manner of determining
  those values; and (f) the expiration date of the policy.  In addition, upon
  request of Lender (however not more often than annually), Borrower will have
  an independent appraiser satisfactory to Lender determine, as applicable,
  the actual cash value or replacement cost of any Collateral.  The cost of
  such appraisal shall be paid by Borrower.

  Other Agreements.  Comply with all terms and conditions of all other
  agreements, whether now or hereafter existing, between Borrower and any
  other party and notify Lender immediately in writing of any default in
  connection with any other such agreements.

  Loan Proceeds.  Use all Loan proceeds solely for Borrower's business
  operations, unless specifically consented to the contrary by Lender in
  writing.

  Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness
  and obligations, including without limitation all assessments, taxes,
  governmental charges, levies and liens, of every kind and nature, imposed
  upon Borrower or its properties, income, or profits, prior to the date on
  which penalties would attach, and all lawful claims that, if unpaid, might
  become a lien or charge upon any of Borrower's properties, income, or
  profits.  Provided however, Borrower will not be required to pay and
  discharge any such assessment, tax, charge, levy, lien or claim so long as
  (a) the legality of the same shall be contested in good faith by appropriate
  proceedings, and (b) Borrower shall have established on its books adequate
  reserves with respect to such contested assessment, tax, charge, levy, lien,
  or claim in accordance with generally accepted accounting practices. 
  Borrower, upon demand of Lender, will furnish to Lender evidence of payment
  of the assessments, taxes, charges, levies, liens and claims and will
  authorize the appropriate governmental official to deliver to Lender at any
  time a written statement of any assessments, taxes, charges, levies, liens
  and claims against Borrower's properties, income, or profits.

  Performance.  Perform and comply with all terms, conditions, and provisions
  set forth in this Agreement and in the Related Documents in a timely manner,
  and promptly notify Lender if Borrower learns of the occurrence of any event
  which constitutes an Event of Default under this Agreement or under any of
  the Related Documents.

  Operations.  Maintain executive and management personnel with substantially
  the same qualifications and experience as the present executive and
  management personnel; provide written notice to Lender of any change in
  executive and management personnel; conduct its business affairs in a
  reasonable and prudent manner and in compliance with all applicable federal,
  state and municipal laws, ordinances, rules and regulations respecting its
  properties, charters, businesses and operations, including without
  limitation, compliance with the Americans With Disabilities Act and with all
  minimum funding standards and other requirements of ERISA and other laws
  applicable to Borrower's employee benefit plans.

  Inspection.  Permit employees or agents of Lender at any reasonable time to
  inspect any and all Collateral for the Loan or Loans and Borrower's other
  properties and to examine or audit Borrower's books, accounts, and records
  and to make copies and memoranda of Borrower's books, accounts, and records. 
  If Borrower now or at any time hereafter maintains any records (including
  without limitation computer generated records and computer software programs
  for the generation of such records) in the possession of a third party,
  Borrower, upon request of Lender, shall notify such party to permit Lender
  free access to such records at all reasonable times and to provide Lender
  with copies of any records it may request, all at Borrower's expense.

  Compliance Certificate.  Unless waived in writing by Lender, provide Lender
  at least annually and at the time of each disbursement of Loan proceeds with
  a certificate executed by Borrower's chief financial officer, or other
  officer or person acceptable to Lender, certifying that the representations
  and warranties set forth in this Agreement are true and correct as of the
  date of the certificate and further certifying that, as of the date of the
  certificate, no Event of Default exists under this Agreement.

  Environmental Compliance and Reports.  Borrower shall comply in all respects
  with all environmental protection federal, state and local laws, statutes,
  regulations and ordinances; not cause or permit to exist, as a result of an
  intentional or unintentional action or omission on its part or on the part
  of any third party, on property owned and/or occupied by Borrower, any
  environmental activity where damage may result to the environment, unless
  such environmental activity is pursuant to and in compliance with the
  conditions of a permit issued by the appropriate federal, state or local
  governmental authorities; shall furnish to Lender promptly and in any event
  within thirty (30) days after receipt thereof a copy of any notice, summons,
  lien, citation, directive, letter or other communication from any
  governmental agency or instrumentality concerning any intentional or
  unintentional action or omission on Borrower's part in connection with any
  environmental activity whether or not there is damage to the environment
  and/or other natural resources.

  Additional Assurances.  Make, execute and deliver to Lender such promissory
  notes, mortgages, deeds of trust, security agreements, financing statements,
  instruments, documents and other agreements as Lender or its attorneys may
  reasonably request to evidence and secure the Loans and to perfect all
  Security Interests.

RECOVERY OF ADDITIONAL COSTS.  If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including
any request or policy not having the force of law) shall impose, modify or
make applicable any taxes (except U.S. federal, state or local income or
franchise taxes imposed on Lender), reserve requirements, capital adequacy
requirements or other obligations which would (a) increase the cost to Lender
for extending or maintaining the credit facilities to which this Agreement
relates, (b) reduce the amounts payable to Lender under this Agreement or the
Related Documents, or (c) reduce the rate of return on Lender's capital as a
consequence of Lender's obligations with respect to the credit facilities to
which this Agreement relates, then Borrower agrees to pay Lender such
additional amounts as will compensate Lender therefor, within five (5) days
after Lender's written demand for such payment, which demand shall be
accompanied by an explanation of such imposition or charge and a calculation
in reasonable detail of the additional amounts payable by Borrower, which
explanation and calculations shall be conclusive in the absence of manifest
error.

NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent
of Lender:

  Indebtedness and Liens. (a) Except for trade debt incurred in the normal
  course of business and indebtedness to Lender contemplated by this
  Agreement, create, incur or assume indebtedness for borrowed money,
  including capital leases, (b) except as allowed as a Permitted Lien, sell,
  transfer, mortgage, assign, pledge, lease, grant a security interest in, or
  encumber any of Borrower's assets, or (c) sell with recourse any of
  Borrower's accounts, except to Lender.

  Continuity of Operations. (a) Engage in any business activities
  substantially different than those in which Borrower is presently engaged,
  (b) cease operations, liquidate, merge, transfer, acquire or consolidate
  with any other entity, change ownership, change its name, dissolve or
  transfer or sell Collateral out of the ordinary course of business, (c) pay
  any dividends on Borrower's stock (other than dividends payable in its
  stock), provided, however that notwithstanding the foregoing, but only so
  long as no Event of Default has occurred and is continuing or would result
  from the payment of dividends, if Borrower is a "Subchapter S Corporation"
  (as defined in the Internal Revenue Code of 1986, as amended), Borrower may
  pay cash dividends on its stock to its shareholders from time to time in
  amounts necessary to enable the shareholders to pay income taxes and make
  estimated income tax payments to satisfy their liabilities under federal and
  state law which arise solely from their status as Shareholders of a
  Subchapter S Corporation because of their ownership of shares of stock of
  Borrower, or (d) purchase or retire any of Borrower's outstanding
  shares or alter or amend Borrower's capital structure.

  Loans, Acquisitions and Guaranties. (a) Loan, invest in or advance money or
  assets, (b) purchase, create or acquire any interest in any other enterprise
  or entity, or (c) incur any obligation as surety or guarantor other than in
  the ordinary course of business.

<PAGE> 5
 07-30-1997                       BUSINESS LOAN AGREEMENT              Page 5
Loan No 1002                            (Continued)



CESSATION OF ADVANCES.  If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds
if: (a) Borrower or any Guarantor is in default under the terms of this
Agreement or any of the Related Documents or any other agreement that Borrower
or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes
insolvent, files a petition in bankruptcy or similar proceedings, or is
adjudged a bankrupt, (c) there occurs a material adverse change in Borrower's
financial condition, in the financial condition of any Guarantor, or in the
value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or
otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the
Loan or any other loan with Lender; or (e) Lender in good faith deems itself
insecure, even though no Event of Default shall have occurred.

ADDITIONAL PROVISIONS. (Initial Here /s/DDA)

The following additional provisions are a part of this Agreement:

  Service Charge.  In addition to the required payments under the Indebtedness
and this Agreement, Borrower shall pay Lender's then current service charges
for servicing, examining, and inspecting in connection with this Agreement.

  Additional Information.  Borrower shall provide Lender with complete copies
of Borrower's Federal income tax returns, as filed, as soon as available, but
in no event later than thirty (30) days after each return has been filed.

  Lender Exams.  Quarterly Lender exams may be performed, at Lender's option,
or at Lender's request, by Lender designated personnel, at Borrower's expense.

  Security and Exchange Commission Reports.  Borrower shall provide Lender
with Security and Exchange Commission Report's 1OK, 10Q and 8K.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all
accounts Borrower may open in the future, excluding however all IRA and Keogh
accounts, and all trust accounts for which the grant of a security interest
would be prohibited by law.  Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default
under this Agreement:

  Default on Indebtedness.  Failure of Borrower to make any payment when due
  on the Loans.

  Other Defaults.  Failure of Borrower or any Grantor to comply with or to
  perform when due any other term, obligation, covenant or condition contained
  in this Agreement or in any of the Related Documents, or failure of Borrower
  to comply with or to perform any other term, obligation, covenant or
  condition contained in any other agreement between Lender and Borrower.

  Default in Favor of Third Parties.  Should Borrower or any Grantor default
  under any loan, extension of credit, security agreement, purchase or sales
  agreement, or any other agreement, in favor of any other creditor or person
  that may materially affect any of Borrower's property or Borrower's or any
  Grantor's ability to repay the Loans or perform their respective obligations
  under this Agreement or any of the Related Documents.

  False Statements.  Any warranty, representation or statement made or
  furnished to Lender by or on behalf of Borrower or any Grantor under this
  Agreement or the Related Documents is false or misleading in any material
  respect at the time made or furnished, or becomes false or misleading at any
  time thereafter.

  Defective Collateralization.  This Agreement or any of the Related Documents
  ceases to be in full force and effect (including failure of any Security
  Agreement to create a valid and perfected Security Interest) at any time and
  for any reason.

  Insolvency.  The dissolution or termination of Borrower's existence as a
  going business, the insolvency of Borrower, the appointment of a receiver
  for any part of Borrower's property, any assignment for the benefit of
  creditors, any type of creditor workout, or the commencement of any
  proceeding under any bankruptcy or insolvency laws by or against Borrower.

  Creditor or Forfeiture Proceedings.  Commencement of foreclosure or
  forfeiture proceedings, whether by judicial proceeding, self-help,
  repossession or any other method, by any creditor of Borrower, any creditor
  of any Grantor against any collateral securing the Indebtedness, or by any
  governmental agency.  This includes a garnishment, attachment, or levy on or
  of any of Borrower's deposit accounts with Lender.  However, this Event of
  Default shall not apply if there is a good faith dispute by Borrower or
  Grantor, as the case may be, as to the validity or reasonableness of the
  claim which is the basis of the creditor or forfeiture proceeding, and if
  Borrower or Grantor gives Lender written notice of the creditor or
  forfeiture proceeding and furnishes reserves or a surety bond for the
  creditor or forfeiture proceeding satisfactory to Lender.

  Events Affecting Guarantor.  Any of the preceding events occurs with respect
  to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes
  incompetent, or revokes or disputes the validity of, or liability under, any
  Guaranty of the Indebtedness.  Lender, at its option, may, but shall not be
  required to, permit the Guarantor's estate to assume unconditionally the
  obligations arising under the guaranty in a manner satisfactory to Lender,
  and, in doing so, cure the Event of Default

  Change In Ownership.  Any change in ownership of twenty-five percent (25%)
  or more of the common stock of Borrower.

  Adverse Change.  A material adverse change occurs in Borrower's financial
  condition, or Lender believes the prospect of payment or performance of the
  Indebtedness is impaired.

  Insecurity.  Lender, in good faith, deems itself insecure.

  Right to Cure.  If any default, other than a Default on Indebtedness, is
  curable and if Borrower or Grantor, as the case may be, has not been given a
  notice of a similar default within the preceding twelve (12) months, it may
  be cured (and no Event of Default will have occurred) if Borrower or
  Grantor, as the case may be, after receiving written notice from Lender
  demanding cure of such default: (a) cures the default within fifteen (15)
  days; or (b) if the cure requires more than fifteen (15) days, immediately
  initiates steps which Lender deems in Lender's sole discretion to be
  sufficient to cure the default and thereafter continues and completes all
  reasonable and necessary steps sufficient to produce compliance as soon as
  reasonably practical.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate and, at Lender's
option, all Indebtedness immediately will become due and payable, all without
notice of any kind to Borrower, except that in the case of an Event of Default
of the type described in the "Insolvency" subsection above, such acceleration
shall be automatic and not optional.  In addition, Lender shall have all the
rights and remedies provided in the Related Documents or available at law, in
equity, or otherwise.  Except as may be prohibited by applicable law, all of
Lender's rights and remedies shall be cumulative and may be exercised
singularly or concurrently.  Election by Lender to pursue any remedy shall not
exclude pursuit of any other remedy, and an election to make expenditures or
to take action to perform an obligation of Borrower or of any Grantor shall
not affect Lender's right to declare a default and to exercise its rights and
remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part
of this Agreement:

<PAGE> 6 
07-30-1997                        BUSINESS LOAN AGREEMENT             Page 6
Loan No 1002                            (Continued)



Amendments.  This Agreement, together with any Related Documents, constitutes
the entire understanding and agreement of the parties as to the matters set
forth in this Agreement.  No alteration of or amendment to this Agreement
shall be effective unless given in writing and signed by the party or parties
sought to be charged or bound by the alteration or amendment.

Applicable Law.  This Agreement has been delivered to Lender and accepted by
Lender In the State of Arizona.  If there is a lawsuit, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Maricopa
County, the State of Arizona.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Arizona.

Caption Headings.  Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions of
this Agreement.

Multiple Parties; Corporate Authority.  All obligations of Borrower under this
Agreement shall be joint and several, and all references to Borrower shall
mean each and every Borrower.  This means that each of the persons signing
below is responsible for all obligations in this Agreement.

Consent to Loan Participation.  Borrower agrees and consents to Lender's sale
or transfer, whether now or later, of one or more participation interests in
the Loans to one or more purchasers, whether related or unrelated to Lender. 
Lender may provide, without any limitation whatsoever, to any one or more
purchasers, or potential purchasers, any information or knowledge Lender may
have about Borrower or about any other matter relating to the Loan, and
Borrower hereby waives any rights to privacy it may have with respect to such
matters.  Borrower additionally waives any and all notices of sale of
participation interests, as well as all notices of any repurchase of such
participation interests.  Borrower also agrees that the purchasers of any such
participation interests will be considered as the absolute owners of such
interests in the Loans and will have all the rights granted under the
participation agreement or agreements governing the sale of such participation
interests.  Borrower further waives all rights of offset or counterclaim that
it may have now or later against Lender or against any purchaser of such a
participation interest and unconditionally agrees that either Lender or such
purchaser may enforce Borrower's obligation under the Loans irrespective of the
failure or insolvency of any holder of any interest in the Loans.  Borrower
further agrees that the purchaser of any such participation interests may
enforce its interests irrespective of any personal claims or defenses that
Borrower may have against Lender.

Costs and Expenses.  Borrower agrees to pay upon demand all of Lender's
expenses, including without limitation attorneys' fees, incurred in connection
with the preparation, execution, enforcement, modification and collection of
this Agreement or in connection with the Loans made pursuant to this
Agreement.  Lender may pay someone else to help collect the Loans and to
enforce this Agreement, and Borrower will pay that amount.  This includes,
subject to any limits under applicable law, Lender's attorneys' fees and
Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated post-
judgment collection services.  Borrower also will pay any court costs, in
addition to all other sums provided by law.

Notices.  All notices required to be given under this Agreement shall be given
in writing, may be sent by telefacsimile (unless otherwise required by law),
and shall be effective when actually delivered or when deposited with a
nationally recognized overnight courier or deposited in the United States
mail, first class, postage prepaid, addressed to the party to whom the notice
is to be given at the address shown above.  Any party may change its address
for notices under this Agreement by giving formal written notice to the other
parties, specifying that the purpose of the notice is to change the party's
address.  To the extent permitted by applicable law, if there is more than one
Borrower, notice to any Borrower will constitute notice to all Borrower's.  For
notice purposes, Borrower will keep Lender informed at all times of Borrower's
current addresses).

Severability.  If a court of competent jurisdiction finds any provision of
this Agreement to be invalid or unenforceable as to any person or
circumstance, such finding shall not render that provision invalid or
unenforceable as to any other persons or circumstances.  If feasible, any such
offending provision shall be deemed to be modified to be within the limits of
enforceability or validity; however, if the offending provision cannot be so
modified, it shall be stricken and all other provisions of this Agreement in
all other respects shall remain valid and enforceable.

Subsidiaries and Affiliates of Borrower.  To the extent the context of any
provisions of this Agreement makes it appropriate, including without
limitation any representation, warranty or covenant, the word "Borrower" as
used herein shall include all subsidiaries and affiliates of Borrower. 
Notwithstanding the foregoing however, under no circumstances shall this
Agreement be construed to require Lender to make any Loan or other financial
accommodation to any subsidiary or affiliate of Borrower.

Successors and Assigns.  All covenants and agreements contained by or on
behalf of Borrower shall bind its successors and assigns and shall inure to
the benefit of Lender, its successors and assigns.  Borrower shall not,
however, have the right to assign its rights under this Agreement or any
interest therein, without the prior written consent of Lender.

Survival.  All warranties, representations, and covenants made by Borrower in
this Agreement or in any certificate or other instrument delivered by Borrower
to Lender under this Agreement shall be considered to have been relied upon by
Lender and will survive the making of the Loan and delivery to Lender of the
Related Documents, regardless of any investigation made by Lender or on
Lender's behalf.

Time Is of the Essence.  Time is of the essence in the performance of this
Agreement.

Waiver.  Lender shall not be deemed to have waived any rights under this
Agreement unless such waiver is given in writing and signed by Lender.  No
delay or omission on the part of Lender in exercising any right shall operate
as a waiver of such right or any other right.  A waiver by Lender of a
provision of this Agreement shall not prejudice or constitute a waiver of
Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Agreement.  No prior waiver by Lender, nor any
course of dealing between Lender and Borrower, or between Lender and any
Grantor, shall constitute a waiver of any of Lender's rights or of any
obligations of Borrower or of any Grantor as to any future transactions. 
Whenever the consent of Lender is required under this Agreement, the granting
of such consent by Lender in any instance shall not constitute continuing
consent in subsequent instances where such consent is required, and in all
cases such consent may be granted or withheld in the sole discretion of
Lender.

<PAGE> 7 
07-30-1997
Loan No 1002          BUSINESS LOAN AGREEMENT    Page 7
       (Continued)

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT, AND BORROWER AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED AS OF
JULY 30, 1997.



BORROWER:

RECONDITIONED SYSTEMS, INC.

By: /s/ Dirk Anderson
   ------------------
   DIRK ANDERSON, CFO

LENDER:

M&I Thunderbird Bank, an Arizona corporation

By: /s/ Jeffrey L. LeBar
   ---------------------
   Authorized Officer
====================================================
LASER PRO, Reg. U.S. Pat. & T>M> Off., Ver. 3.24 (c) 1997 CFI ProServices,
Inc.  All rights reserved. [AZ-C40 RECOND02.LN C48.OVL]

                                         




EXHIBIT 10.29 
PART 4
<PAGE>  1
                                 M&I Thunderbird Bank
                                   LOAN AGREEMENT
<TABLE>
<CAPTION>
Principal     Loan Date  Maturity  Loan No  Call  Collateral  Account    Officer Initials
---------     ---------  --------  -------  ----  ----------  --------   ------- -----
<S>           <C>        <C>         <C>    <C>   <C>         <C>           <C>    <C>
$58,000.00 07-30-1997 01-29-1999     1002                     0940069235    JLL    /S/JLL
</TABLE>
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

Borrower: RECONDITIONED SYSTEMS, INC.  Lender:M&I Thunderbird Bank, an  
          4444 West Fairmount                 Arizona corporation
          Tempe, AZ 85282                     Scottsdale Rd. & Thunderbird    
                                              Office (10)
                                              C/O Loan Support Department
                                              One East Camelback Road
                                              Phoenix, AZ 85012-1647
===========================================================================
Principal Amount:$58,000.00 Interest Rate:8.250% Date of Note:July 30,1997

PROMISE TO PAY.  RECONDITIONED SYSTEMS, INC. ("Borrower") promises to pay to
M&I Thunderbird Bank, an Arizona corporation ("Lender"), or order, in lawful
money of the United States of America, the principal amount of Fifty Eight
Thousand & 00/100 Dollars ($58,000.00), together with interest at the rate of
8.250% per annum on the unpaid principal balance from July 30, 1997, until
paid in full.

PAYMENT.  Borrower will pay this loan in 18 payments of $3,439.61 each
payment.  Borrower's first payment is due August 29, 1997, and all subsequent
payments are due on the same day of each month after that.  Borrower's final
payment will be due on January 29, 1999, and will be for all principal and
all accrued interest not yet paid.  Payments include principal and Interest. 
The annual interest rate for this Note is computed on a 365/360 basis; that
is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the
actual number of days the principal balance is outstanding.  Borrower will
pay Lender at Lender's address shown above or at such other place as Lender
may designate in writing.  Unless otherwise agreed or required by applicable
law, payments will be applied first to any unpaid collection costs and any
late charges, then to any unpaid interest, and any remaining amount to
principal.

PREPAYMENT.  Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject
to refund upon early payment (whether voluntary or as a result of default),
except as otherwise required by law.  Except for the foregoing, Borrower may
pay without penalty all or a portion of the amount owed earlier than it is
due.  Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower's obligation to continue to make payments under the
payment schedule.  Rather, they will reduce the principal balance due and may
result in Borrower making fewer payments.


LATE CHARGE.  If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment.

DEFAULT.  Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform
when due any other term, obligation, covenant, or condition contained in this
Note or any agreement related to this Note, or in any other agreement or loan
Borrower has with Lender. (c) Borrower defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially
affect any of Borrower's property or Borrower's ability to repay this Note or
perform Borrower's obligations under this Note or any of the Related
Documents. (d) Any representation or statement made or furnished to Lender by
Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (e) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors, or any proceeding
is commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws. (f) Any creditor tries to take any of Borrower's property on
or in which Lender has a lien or security interest.  This includes a
garnishment of any of Borrower's accounts with Lender. (g) Any guarantor dies
or any of the other events described in this default section occurs with
respect to any guarantor of this Note. (h) A material adverse change occurs
in Borrower's financial condition, or Lender believes the prospect of payment
or performance of the indebtedness is impaired. (i) Lender in good faith
deems itself insecure.

If any default, other than a default in payment, is curable and if Borrower
has not been given a notice of a breach of the same provision of this Note
within the preceding twelve (12) months, it may be cured (and no event of
default will have occurred) if Borrower, after receiving written notice from
Lender demanding cure of such default: (a) cures the default within fifteen
(15) days; or (b) if the cure requires more than fifteen (15) days,
immediately initiates steps which Lender deems in Lender's sole discretion to
be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately
due, without notice, and then Borrower will pay that amount.  Upon default,
including failure to pay upon final maturity, Lender, at its option, may
also, if permitted under applicable law, increase the interest rate on this
Note 5.000 percentage points.  The interest rate will not exceed the maximum
rate permitted by applicable law.  Lender may hire or pay someone else to
help collect this Note if Borrower does not pay.  Borrower also will pay
Lender that amount.  This includes, subject to any limits under applicable
law, Lender's attorneys' fees and Lender's legal expenses whether or not
there is a lawsuit, including attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection
services.  If not prohibited by applicable law, Borrower also will pay any
court costs, in addition to all other sums provided by law.  This Note has
been delivered to Lender and accepted by Lender In the State of Arizona.  If
there is a lawsuit, Borrower agrees upon Lender's request to submit to the
jurisdiction of the courts of Maricopa County, the State of Arizona.  This
Note shall be governed by and construed in accordance with the laws of the
State of Arizona.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's
accounts with Lender (whether checking, savings, or some other account),
including without limitation all accounts held jointly with someone else and
all accounts Borrower may open in the future, excluding however all IRA and
Keogh accounts, and all trust accounts for which the grant of a security
interest would be prohibited by law.  Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on
this Note against any and all such accounts.

ADDITIONAL PROVISIONS.  NOTICE TO ALL COMMERCIAL LOAN CUSTOMERS WITH LOANS
GREATER THAN $250,000.00:

Effective September 5, 1989, only agreements IN WRITING are enforceable in
the event there are disagreements over this loan.  This includes all
agreements or understandings to loan money, to grant or extend credit, or to
extend, renew, or modify a loan.  For further information, please refer to
A.R.S. 44-101-9, or contact your loan officer.

07-30-1997                 PROMISSORY NOTE                             Page 2
Loan No 1002                  (Continued)


GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them.  Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law,
waive presentment, demand for payment, protest and notice of dishonor.  Upon
any change in the terms of this Note, and unless otherwise expressly stated
in writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability.  All such
parties agree that Lender may renew or extend (repeatedly and for any length
of time) this loan, or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender's security interest in the
collateral; and take any other action deemed necessary by Lender without the
consent of or notice to anyone.  All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the
party with whom the modification is made.

EFFECTIVE RATE.  Borrower agrees to an effective rate of interest that is the
rate specified in this Note plus any additional rate resulting from any other
charges in the nature of interest paid or to be paid in connection with this
Note.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS NOTE.  BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES
RECEIPT OF A COMPLETED COPY OF THE NOTE.



BORROWER:

RECONDITIONED SYSTEMS, INC.


By: /s/ Dirk Anderson
   ------------------
   DIRK ANDERSON, CFO