EXHIBIT 10.1
                       CREDIT AND SECURITY AGREEMENT

                                  BETWEEN

                               COMPASS BANK

                                 as Lender

                                   and

                         BEST CIRCUIT BOARDS, INC.

                                as Borrower

                                   and

                                BRAD JACOBY

                                as Guarantor

                              October 28, 2005

<PAGE>

                             TABLE OF CONTENTS

 SECTION 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . .   1
 SECTION 2. Borrower's Representations, Warranties and Covenants  . . .   7
 SECTION 3. Bank's Agreement to Make Loans  . . . . . . . . . . . . . .  10
 SECTION 4. Inspection of Records; Further Assurance  . . . . . . . . .  12
 SECTION 5. Security Interest of Bank in Collateral . . . . . . . . . .  12
 SECTION 6. Collection of Accounts  . . . . . . . . . . . . . . . . . .  14
 SECTION 7. Affirmative Covenants . . . . . . . . . . . . . . . . . . .  15
 SECTION S. Negative Covenants  . . . . . . . . . . . . . . . . . . . .  18
 SECTION 9. Events of Default; Acceleration . . . . . . . . . . . . . .  20
 SECTION 10. Power of Sell or Collect Collateral; Remedies Cumulative .  21
 SECTION 11. Deposits . . . . . . . . . . . . . . . . . . . . . . . . .  22
 SECTION 12. Waivers  . . . . . . . . . . . . . . . . . . . . . . . . .  22
 SECTION 13. Expenses; Proceeds of Collateral . . . . . . . . . . . . .  23
 SECTION 14. Durable; Extension . . . . . . . . . . . . . . . . . . . .  23
 SECTION 15. General  . . . . . . . . . . . . . . . . . . . . . . . . .  24

 EXHIBITS
 --------

 Exhibit "A" List of Equipment

 Exhibit "B" Compliance Certificate

<PAGE>


                          CREDIT AND SECURITY AGREEMENT

      THIS CREDIT AND SECURITY AGREEMENT ("Agreement") is executed this ___
 day of ____________, 2005, by and among BEST CIRCUIT BOARDS, INC., a Texas
 corporation ("Borrower"), BRAD JACOBY ("Guarantor"); sometimes referred to
 jointly with Borrower as "Obligors"), and COMPASS BANK, a bank organized
 under the laws of the State of Alabama ("Bank").

      WHEREAS, Bank has heretofore granted Borrower a revolving line
 of credit (the "Revolving Line") not to exceed an aggregate principal
 amount at any one time outstanding of Two Million and No/100 Dollars
 ($2,000,000.00); and

      WHEREAS, the indebtedness owed by Borrower to Bank under the Revolving
 Line is evidenced by a revolving Promissory Note dated ____________ __, 2005
 (the "Revolving Note") in an amount equal to the Revolving Line, secured by
 a security interest in Borrower's Accounts Receivable and Inventory (as
 hereinafter defined) and further evidenced by one or more loan agreements
 relating to the Revolving Line (collectively the "Revolving Line Loan
 Agreement"); and

      WHEREAS, Borrower has requested that Bank make a term loan to Borrower
 (the "Term Loan"); and Bank has agreed to grant such request and to continue
 extending credit to Borrower under the Revolving Line, all on the terms and
 subject to the conditions set forth herein;

       WHEREAS, this Agreement supersedes, and amends and restates in its
 entirety the Revolving Line Loan Agreement;

      NOW, THEREFORE, in consideration of the premises, the credit to be
 extended hereunder, the mutual agreements of the parties as set forth herein
 and other good and valuable consideration, the receipt and sufficiency of
 which are hereby acknowledged, the parties, intending to be legally bound
 hereby, agree as follows:


      SECTION 1. Definitions.
                 ------------
      1.1 "Account" and "Account Receivable" shall mean all of Borrower's now
 owned or hereafter acquired (a) "accounts" (as such term is defined in the
 Uniform Commercial Code as presently or hereafter in effect in the State of
 Texas) and other receivables, whether arising out of goods sold or services
 rendered or from any other transaction; (b) rights in, to and under all
 purchase orders or receipts for goods or services; (c) rights to any
 goods represented or purported to be represented by any of the foregoing
 (including unpaid sellers' rights of rescission, replevin, reclamation and
 stoppage in transit and rights to returned, reclaimed or repossessed goods);
 (d) moneys due or to become due to Borrower under all purchase orders and
 contracts for the sale of goods or the performance of services or both by
 Borrower (whether or not yet earned by performance on the part of Borrower),
 including the proceeds of the foregoing; (e) any notes, drafts, letters of
 credit, insurance proceeds or other instruments, documents and writings
 evidencing or supporting the foregoing; and (f) all collateral security
 and guarantees of any kind given by any other person with respect to any
 of the foregoing.

      1.2 "Account Debtor" shall mean the party who is obligated on or under
 any Account or contract right.

      1.3 "Borrower's Loan Account" shall mean the account on the books of
 Bank with respect to Borrower in which Bank will record advances under the
 Revolving Line, payments received thereon and other appropriate debits and
 credits as provided by this Agreement.

      1.4 "Collateral" shall mean any and all personal, real or intangible
 property of Borrower in which Bank, by this Agreement or any other
 agreement, now or hereafter acquires a security interest or other rights
 or interests as security for the Borrower's Liabilities, including, without
 limitation, Borrower's obligations under the Revolving Note, the Term Note
 and this Agreement.

      1.5 "Debt" means (i) all indebtedness for borrowed money; (ii)
 obligations to pay the deferred purchase price of property or services;
 (iii) obligations under leases which are required to be accounted for as
 capital leases under GAAP; (iv) outstanding non-contingent obligations of
 Borrower to reimburse any other Person in respect of a letter of credit or
 similar instrument, (v) debt secured by a lien on any asset of Borrower,
 whether or not Borrower has personal liability for the repayment of such
 debt, and (vi) all other obligations which constitute indebtedness under
 GAAP.

      1.6 "Debt Service of Borrower" for any calculation period shall mean
 the sum of (i) the current maturities of Debt and (ii) the interest expense
 of Borrower, in each case for such calculation period.

      1.7 "Debt to EBITDA Ratio" shall be defined as the ratio of (a)
 Borrower's total Debt excluding Subordinated Debt to (b) Borrower's EBITDA.

      1.8 "Default Rate" shall mean the lesser of the Maximum Rate and five
 percentage points (5%) in excess of the Compass Bank Index Rate.

      1.9 An "Eligible Account" shall mean an Account which meets each of
 the following requirements:

            (a) it arises from the sale of goods or from services rendered,
      such goods have been shipped or delivered to the Account Debtor under
      such Account and such services have been fully performed and have
      been accepted by the Account Debtor, and the Borrower's full right
      to payment for all sums due from such Account Debtor with respect
      to such Account shall have been earned and then be due and payable;

            (b) it is a valid and legally enforceable obligation of the
      Account Debtor thereunder according to its express terms, and is not
      subject to any offset, counterclaim, cross-claim, or other defense on
      the part of such Account Debtor denying liability thereunder in whole
      or in part;

            (c) it is not subject to any mortgage, lien, security interest,
      or similar adverse rights or interests whatsoever other than the
      security interest in favor of Bank hereunder;

            (d) it is evidenced by an invoice, dated the date of shipment
      and having payment terms acceptable to Bank, rendered to such Account
      Debtor, and not evidenced by an instrument or chattel paper;

            (e) it is not owing by an Account Debtor whose obligations Bank,
      acting in its sole discretion, shall have notified Borrower are not
      deemed to constitute an Eligible Account;

            (f) it is not due from an affiliated corporation or entity,
      subsidiary corporation or entity, parent corporation or entity,
      stockholder, officer, director or employee of Borrower or any such
      affiliate, subsidiary, or parent corporation or entity; or any
      individual or entity affiliated or related to any of the foregoing,
      whether by blood, marriage, or otherwise;

            (g) it does not constitute retainages, progress billings, or
      deferred payments under a contract not fully performed;

            (h) it does not constitute, in whole or in part, interest or
      finance charges on outstanding balances;

            (i) it is an Account with respect to which no return,
      repossession, rejection, cancellation, or repudiation shall have
      occurred or have been threatened;

            (j) it is an Account with respect to which the Borrower continues
      to be in full conformity with the representations, warranties, and
      covenants of Borrower made with respect thereto;

            (k) it is not subject to any sales terms, trial terms,
      sales-or-return terms, consignment terms, guaranteed sales performance
      or warranties or representations relating to minimum sales volume,
      C.O.D. terms, or similar terms or conditions;

            (l) it is not an Account subject, in whole or in part, to any
      "bill and hold" or similar arrangement pursuant to which the invoice
      is delivered prior to the actual delivery of the sold or leased goods
      or the performance of the services;

            (m) it is not an Account with respect to which ninety (90) days
       or more shall have passed since the invoice date;

            (n) it is not owed by any Account Debtor with respect to which
      ten percent (10%) or more of its total Accounts owing to the Borrower
      remain unpaid after ninety (90) days from the due date;

            (o) it is not owed by an Account Debtor that is not an individual
      residing in the United States or a corporation or partnership organized
      and validly existing under the laws of a state within the United
      States, unless payment is secured by a letter of credit or other
      credit support acceptable to Bank;

            (p) it is not an Account as to which Borrower or any other party
      to such Account is in default or is likely to become in default in the
      performance or observance of any of the terms thereof;

            (q) it is not an Account owed by an Account Debtor whose account
      balance exceeds twenty-five percent (25%) of the total of Borrower's
      aggregate accounts receivable, except to the extent of the Eligible
      Accounts of such Account Debtor that do not exceed twenty-five percent
      (25%) of the total of Borrower's aggregate accounts receivable, or
      except as expressly permitted from time to time by Bank in its sole
      discretion;

            (r) it is not an Account in which the Account Debtor is
      the United States of America or any department, agencies, or
      instrumentality thereof, unless Borrower assigns its rights to
      payment of such Account to Bank, in form and substance satisfactory
      to Bank, and so as to comply with all requirements of the law.

      1.10 "Eligible Inventory" shall mean Borrower's Inventory, located in
 Texas, meeting each of the following requirements:

            (a) it is not private label or styled type or otherwise subject
      to special marketing conditions or marketability limitations judged by
      the Bank, in its sole discretion, to be unacceptable;

            (b) it does not include any shipping or packaging materials nor
      work in process;

            (c) it is not slow-moving, defined as inventory which turns less
      than once in three hundred sixty-five (365) days;

            (d) it is not materials or supplies used or to be used, or
       consumed or to be consumed in the normal course of business of
       Borrower;

            (e) it is new and unused, is free of defects and is not obsolete;

            (f) it is owned by Borrower; and

            (g) it is not subject to any lien or security interest whatsoever
       other than the security interest in favor of Bank hereunder.

      The value of all Eligible Inventory shall be determined on the basis
      of any and all factors and criteria as the Bank (in its sole discretion
      and without reference to any standards of reasonableness) shall deem
      appropriate, including, without limitation, that unless the Bank shall
      determine that some other basis is more appropriate, such value shall
      be determined on the basis of the lower of cost or market value, net
      of all handling charges, taxes, assessments, and interest and finance
      charges.

      1.11 "Equipment" shall mean any "equipment" as such term is defined
 in Section 9.109(2) of the Texas Business and Commerce Code, as in effect
 from time to time, now owned or hereafter acquired by Borrower and, in any
 event, shall include, without limitation, the items described in Exhibit A
 attached hereto and made a part hereof and all other machinery, equipment,
 furnishings, fixtures, leasehold improvements, vehicles and computers and
 other electronic data processing and other office equipment now owned or
 hereafter acquired by Borrower and any and all additions, substitutions and
 replacements of any of the foregoing, wherever located, together with all
 attachments, components, parts, equipment and accessories installed thereon
 or affixed thereto.

      1.12 "EBITDA" shall mean, for the twelve month period preceding any
 date of determination, net income (or net loss) plus the sum of (i) net
 interest expense, (ii) income tax expense, (iii) depreciation expense,
 (iv) amortization expense, (v) non-cash write downs or write-offs of assets
 (to the extent such items are included in the determination of net income);
 (vi) pre-tax losses on the sale of assets, and (vii) losses attributable to
 any unconsolidated Operating Affiliate less the sum of (i) pre-tax gain on
 the sale of assets, (ii) non-cash write-ups of assets (to the extent such
 items are included in the determination of net income), (iii) losses
 properly attributable to minority interests, if any, in any Operating
 Affiliate, (iv) equity interest in earnings attributable to any
 unconsolidated Operating Affiliate, and (v) income tax benefits.

      1.13 "Fixed Charge Coverage Ratio" means with respect to the Borrower
 for any calculation period, the ratio of (i) EBITDA plus interest and rent
 expense for the calculation period,less any dividends or other distributions
 made by Borrower during the calculation period to (ii) Total Debt Service
 for such period.

      1.14 "GAAP" shall mean generally accepted accounting principles,
 consistently applied.

      1.15 "General Intangibles" shall mean all general intangibles of
 Borrower, whether now owned or hereafter created or acquired, including,
 without limitation, all choses in action, causes of action, corporation or
 other business records, deposit accounts, inventions, designs, patents,
 patent applications, trademarks, trade names, trade secrets, goodwill,
 copyrights, registrations, licenses, franchises, rights to royalties,
 blueprints, drawings, confidential information, catalogs, sales literature,
 video tapes, consulting agreements, employment agreements, customer lists,
 tax refund claims, computer programs, insurance policies, deposits with
 insurers, all claims under guaranties, security interests or other
 security held by or granted to Borrower to secure payment of any of the
 Accounts by an Account Debtor, all rights to indemnification and all other
 intangible property of every kind and nature (other than Accounts).

      1.16 "Guarantor" shall mean Brad Jacoby.

      1.17 "Highest Lawful Rate" means the maximum non-usurious interest rate
 (computed on the basis of a year of 365 or 366 days, as applicable) that at
 any time or from time to time may be contracted for, taken, reserved,
 charged or received on amounts due to Bank, under laws applicable to Bank
 that are presently in effect or, to the extent allowed by law, under such
 applicable laws which allow a higher maximum non-usurious rate than
 applicable laws now allow.

      1.18 "Insolvency" of any Obligor or any other person or entity shall
 mean that there shall have occurred with respect to that person or entity
 one or more of the following events: death, dissolution, termination of
 existence, liquidation, insolvency, appointment of a receiver, liquidator,
 fiscal agent, or trustee of any part of the property of assignment for the
 benefit of creditors by or against such person or entity, or institution
 of any action or proceeding with respect to such person or entity under or
 pursuant to any insolvency laws relating to the relief of debtors by or
 against any such person or entity, institution of proceedings in bankruptcy
 or with respect to the readjustment of indebtedness, reorganization,
 composition, or extension by or against such person or entity (including,
 without limitation, under or pursuant to the United States Bankruptcy Code,
 as amended, or under any similar law at any time enacted).

      1.19 "Inventory" shall mean inventory (as defined in the Uniform
 Commercial Code as enacted in the State of Texas, or in any other applicable
 jurisdiction), wherever located, including, without limitation, all and
 related merchandise and other personal property now owned or hereafter
 acquired by Borrower which are held for sale or lease, or are furnished or
 to be furnished under a contract of service or are raw materials, work in
 process, or materials or supplies used or to be used, or consumed or to be
 consumed, in Borrower's business, and all shipping and packaging materials
 relating to any of the foregoing.

      1.20 "Liabilities" shall mean any and all liabilities, obligations,
 and indebtedness of Borrower to Bank of every kind and description, direct
 or indirect, absolute or contingent, matured or unmatured, primary or
 secondary, whether as principal obligor or guarantor, liquidated or
 unliquidated, due or to become due, now existing or hereafter arising, and
 whether arising directly or acquired from others, regardless of how such
 Liabilities arise or by what agreement or instrument they may be evidenced
 or whether the foregoing Liabilities include obligations to perform acts and
 refrain from taking actions as well as obligations to pay money.  Without
 limiting the foregoing, Liabilities specifically include Borrower's
 obligations evidenced by the Revolving Note and the Term Note.

      1.21 "Loans" shall mean the advances made by Bank to Borrower pursuant
 to the Revolving Line and the Term Loan.

      1.22 "Notes" shall mean, collectively, the Revolving Note and the Term
 Note.

      1.23 "Operating Affiliates" means each Affiliate of the Borrower in
 the businesses of manufacturing or fabricating circuit boards or other
 electronic components.

      1.24 "Person" shall mean any individual, partnership, joint venture,
 association, corporation, trust or other entity.

      1.25 "Proceeds" shall mean all forms of payment received by or due
 to the Borrower from the collection of Accounts or sale, lease, exchange,
 collection, or other disposition of inventory or other property constituting
 Collateral hereunder and any and all claims against any third party for
 loss or damage to any Collateral, including insurance claims, and further,
 without limiting the generality of the foregoing, Proceeds shall include all
 Accounts, checks, cash, money orders, drafts, chattel paper, instruments.
 notes, or other documents evidencing payment obligations to the Borrower
 for sale or exchange of Collateral.

      1.26 "Security Documents" shall mean this Agreement, the Guaranty and
 any other document securing the payment of any of the Liabilities.

      1.27 "Subordinated Debt" shall mean all debt of Borrower to its
 subordinated creditors that has been subordinated to the Liabilities
 pursuant to a subordination agreement or agreements between Bank and
 such subordinated creditors satisfactory to Bank in form and content.

      1.28 "Total Debt Service" shall mean, with respect to any calculation
 period, the sum of (i) current maturities of Debt and (ii) the interest
 expense of Borrower (excluding interest on Subordinated Debt) in each case
 for such calculation period.

      1.29 "Term Note" shall mean the promissory note evidencing the Term
 Loan.

      1.30 "Working Capital" shall mean Borrower's total current assets less
 Borrower's total current liabilities, determined in accordance with GAAP.

      Any terms used to describe Bank's security interest hereunder not
 specifically defined herein shall have the meaning and definition given
 those terms under the Texas Uniform Commercial Code as in effect from
 time to time.


      SECTION 2. Borrower's Representations. Warranties. and Covenants.
                 ------------------------------------------------------
      To induce Bank to enter into this Agreement, Borrower represents,
 warrants, and covenants as follows:

      2.1 Borrower (a) is a duly organized corporation, which is validly
 existing under the laws of the State of Texas, (b) is duly qualified (and
 will remain so qualified) in Texas and in every other state in which it is
 doing business or in which the failure so to qualify would or could have a
 material adverse effect on its business or properties or Bank, and (c) has
 all necessary power and authority to own its assets and conduct its business
 as now conducted or presently proposed to be conducted.

      2.2 The execution, delivery, and performance hereof and of all other
 agreements or instruments contemplated hereby are within Borrower's
 corporate powers, have been duly authorized, and are not in contravention
 of the law or the terms of Borrower's articles of incorporation or other
 formation papers.  The execution, delivery, and performance hereof and of
 all other agreements or instruments contemplated hereby are not in
 contravention of any indenture. agreement, or undertaking to which any
 Obligor is a party or by which any Obligor or any of its properties is
 bound.  This Agreement, the Revolving Note, the Term Note, the Guaranty
 executed by Guarantor and all other agreements and instruments executed
 by each of the Obligors in connection herewith or in connection with the
 Loans have been validly executed and delivered by each, as applicable, and
 constitute legal, valid, and binding obligations of each of the Obligors
 enforceable against each in accordance with their respective terms, except
 as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
 or similar laws at the time in effect affecting the rights of creditors
 generally.

      2.3 Except for the security interest granted hereby or by any other
 document executed in favor of Bank, Borrower is and, as to Accounts,
 Inventory, Equipment and other Collateral arising or to be acquired after
 the date hereof, shall be the sole and exclusive owner of the Accounts,
 Inventory, Equipment and each and every other item of Collateral, free from
 any lien, security interest, or encumbrance, and Borrower shall defend its
 Accounts, Inventory, Equipment and each and every other item of Collateral,
 and all Proceeds and products thereof, against all claims and demands of all
 persons at any time claiming the same or any interest therein adverse to
 Bank.

      2.4 Borrower will promptly pay all taxes or charges levied on or with
 respect to the Collateral, and will at all times keep the Accounts,
 Inventory, Equipment and each and every other item of Collateral free and
 clear of all liens, claims, charges, security interests, and encumbrances
 whatsoever, other than the security interest granted hereby or by any other
 document executed in favor of Bank. Borrower agrees to take all actions that
 Bank may request to establish and maintain a valid security interest in the
 Accounts, Inventory, Equipment, and each and every other item of Collateral,
 free and clear of all other liens, claims, charges, security interests, and
 encumbrances whatsoever. If such taxes or other assessments remain unpaid
 after the date fixed for the payment of same, or if any lien, charge, claim,
 security interest, or encumbrance shall arise, or be claimed or asserted
 with respect to the Accounts, Inventory, Equipment, or any other item
 of Collateral, Bank may, without notice to Borrower, pay such taxes,
 assessments, charges, or claims, and take any and all other actions
 (including the payment of money) deemed desirable by Bank to remove any
 such lien, charge, claim, security interest, or encumbrance, and Borrower
 agrees that the amounts thereof shall be charged to Borrower's Loan Account
 created hereby and shall bear interest at the rate of interest then borne by
 Borrower's obligations under the Revolving Note.  Notwithstanding the other
 provisions of this Section 2.4, nothing herein shall require the payment or
 discharge of any such taxes or assessments so long as Borrower (a) shall, in
 good faith, and at its own expense, contest the same or the validity thereof
 by appropriate legal proceedings diligently pursued; and (b) shall, at
 Bank's option, post a bond or provide other security deemed equivalent
 by Bank to cover or secure payment of such taxes or assessments.

      2.5 Borrower will not sell, transfer, lease, otherwise dispose of or
 suffer to exist any lien, charge, claim, security interest, or encumbrance
 (except for those in favor of Bank) with respect to any of the Collateral
 or any interest therein (or any of the Proceeds thereof, whether money,
 checks, money orders, drafts, notes, instruments, documents, chattel paper,
 Accounts, returns, or repossessions), except for the sale of Inventory in
 the ordinary course of business, without Bank's prior written consent.

      2.6 At the time any Account becomes subject to a security interest in
 favor of Bank, said Account shall be a good and valid Account representing
 an undisputed, bona fide indebtedness incurred by the Account Debtor named
 therein, for merchandise theretofore shipped or delivered pursuant to a
 purchase order issued by such Account Debtor; there shall be no set-offs,
 counterclaims, or disputes against any such Account; and Borrower shall be
 the lawful owner of all such Account and shall have good right to subject
 the same to a security interest in favor of Bank.  No such Account shall be
 sold, assigned, or transferred to any person other than Bank or in any way
 encumbered except to Bank, and Borrower shall defend the same against the
 lawful claims and demands of all persons.  If any Account shall be in
 violation of any one or more of the warranties expressed in this section,
 it shall not be deemed an Eligible Account or constitute an Event of Default
 for purposes of this Agreement.

      2.7 At the time Borrower pledges, sells, assigns, or transfers to
 Bank any instrument, document of title, security, chattel paper, or other
 property, or any interest therein, Borrower shall be the lawful owner
 thereof and shall have good right to pledge, sell, assign, or transfer
 the same; none of such property shall have been pledged, sold, assigned,
 or transferred to any person other than Bank or in any way encumbered, and
 Borrower shall defend the same against the lawful claims and demands of all
 persons.

      2.8 The office of Borrower at which Inventory and other tangible
 Collateral is located and records of Borrower pertaining to Accounts are
 kept is 901 Hensley Lane, Wylie, Texas 75098.  Borrower shall not change
 such office without Bank's written consent, which shall not be unreasonably
 withheld, conditioned or delayed, and, prior to making such change,
 Borrower agrees to execute any additional financing statements or other
 documents or notices that Bank may require.

      2.9 Subject to any limitations stated therein or in connection
 therewith, (a) all balance sheets, earnings statements, and other financial
 data which have been or may hereafter be furnished to Bank to induce it to
 enter into this Agreement, or otherwise furnished in connection herewith, do
 or shall fairly represent the financial condition and results of operations
 of Borrower (or other entity, as applicable), as of the dates and for the
 periods for which the same are furnished, in accordance with generally
 accepted accounting principles consistently applied, (b) all balance sheets,
 income statements and other financial data of the other Obligors which have
 been or may hereafter be furnished to Bank do or shall fairly represent the
 financial condition of such Obligors as of the date and for the period for
 which the same are furnished, and (c) all other information, reports, and
 other papers and data furnished to Bank shall be accurate, as of the
 relevant date, and correct in all material respects and complete insofar
 as completeness may be necessary to give Bank a true and accurate knowledge
 of the subject matter.

      2.10 There are no actions, suits, or proceedings pending or, to the
 knowledge of the Borrower, threatened against the Obligors at law, or in
 equity, or by or before any governmental department, commission, board,
 bureau, agency, or instrumentality, or any arbitrator, that are not at
 least eighty percent (80%) covered by insurance or which involve in the
 aggregate as to any one Obligor more than Twenty Five Thousand Dollars
 ($25,000.00).

      2.11 Borrower is not engaged in the business of extending credit for
 the purpose of purchasing or carrying "margin" stock within the meaning of
 Regulation U of the Board of Governors of the Federal Reserve System (12
 C.F.R. Part 221), as amended from time to time ("Regulation U"). No funds
 borrowed pursuant to this Agreement shall be used for the purpose, whether
 immediate, incidental, or ultimate, of purchasing or carrying within the
 meaning of Regulation U, any "margin stock" as defined therein, unless
 exempt under Regulation U.

      2.12 Each of the Obligors is solvent, having assets of a value that
 exceeds the amount of its or his respective liabilities.  Borrower
 anticipates, and to Borrower's knowledge each other Obligor anticipates,
 that it or he will be able to meet its or his debts as they mature.
 Borrower has adequate capital to conduct the business in which it is
 engaged.  The acceptance by Borrower of advances hereunder shall be deemed
 to be a representation and warranty to Bank that Borrower and Guarantor are
 solvent at the time of such advance, and otherwise that the representations
 and warranties of Borrower in this Agreement as amended from time to time
 are true and correct as if made again on the date of such advance.

      2.13 Neither this Agreement nor any document, certificate, or statement
 furnished to Bank by or on behalf of Obligors pursuant to or in connection
 with this Agreement contains any untrue statement of a material fact or
 omits to state a material fact necessary to make the statements contained
 herein and therein not misleading. There is no fact known to Borrower that
 materially and adversely affects, or will materially and adversely affect,
 the assets, business, operations, or condition of Obligors that has not been
 specifically set forth in this Agreement or otherwise disclosed by Obligors
 to Bank in writing.

      2.14 Borrower will give Bank thirty (30) days prior written notice of
 any change of any of Borrower's name and will execute and deliver to Bank
 all financing statement amendments and other documents requested by Bank
 prior to such name chance becoming effective.


      SECTION 3. Bank's Agreement to Make Loan.
                 ------------------------------

      3.1 Subject to the terms and conditions of this Agreement, and so long
 as no Event of Default or event which with notice or the passage of time
 would constitute an Event of Default, as defined below or under any other
 document or instrument executed in connection herewith shall have occurred
 or be continuing:

            (a) Bank shall make the Term Loan to Borrower promptly following
      the full execution of this Agreement.

            (b) From the date hereof until October 31, 2006, or such future
      date to which the expiration date of the Revolving Note may be extended
      (the "Revolving Line Termination Date"), Bank agrees to extend to
      Borrower an open-end credit line on the basis of the following advance
      formula (the "Borrowing Base"):

                  (i) eighty percent (80%) of the value of Borrower's
            Eligible Accounts; plus

                  (ii) fifty percent (50%) of Borrower's Eligible Inventory,

 provided, however, that in no event shall the aggregate sum of all advances
 made by Bank to Borrower under the Revolving Line exceed the Revolving Line
 Limit as set forth in Subsection 3.1(b). Within such limits, Borrower may
 borrow, repay, and reborrow under the Revolving Line from the date of this
 Agreement until the Revolving Line Termination Date.

            (c) The Revolving Line Limit shall be Two Million and No/100
      Dollars ($2,000,000.00).

            (d) Each such request by a Borrower for an advance under the
      Revolving Lineshall be in an amount not less than $15,000 and shall
      be received by a duly authorized representative of Bank not later than
      12:00 p.m., Dallas, Texas time, on the date of the requested advance,
      which shall be on a Business Day. Further, each such request for
      advance shall specify: (i) the amount of the requested advance and
      (ii) the proposed date of the advance (which shall be a Business Day).
      On the date specified for each advance hereunder, subject to the terms
      and conditions of this Agreement (including, without limitation, that
      no Event of Default has occurred and is then existing and that no
      representation or warranty set forth in this Agreement as amended from
      time to time is then false or untrue), Bank shall make such advances
      available to the requesting Borrower by depositing the same in
      immediately available funds, in an account of Borrower maintained with
      Bank, or by such other means as is acceptable to Bank and Borrower.
      "Business Day"  shall mean a day, other than Saturday or Sunday, when
      Bank is open for conducting its normal business activities.

      3.2 All borrowings under the Revolving Line shall be evidenced by the
 Revolving Note and by entering such advances as debits to Borrower's Loan
 Account.  Bank also shall record in Borrower's Loan Account other charges,
 expenses, and items properly chargeable to Borrower hereunder, all payments
 made by Borrower on account of its indebtedness hereunder, and other
 appropriate debits and credits.  The debit balance of Borrower's Loan
 Account shall reflect the amount of Borrower's indebtedness under the
 Revolving Line from time to time hereunder.  Notwithstanding the foregoing,
 no failure by Bank to properly reflect any advance actually made or any such
 charge. expense, or item actually incurred in Borrower's Loan Account shall
 relieve Borrower from its true and correct obligations with respect thereto.
 At least once each month, Bank shall render a statement of account for
 Borrower's Loan Account.  Each such statement shall be considered correct
 and accepted by Borrower and conclusively binding upon Borrower except to
 the extent that Bank receives a written notice of Borrower's exceptions
 within thirty (30) days after such statement has been mailed by ordinary
 mail to Borrower.

      3.3 If at any time the outstanding balance of Borrower's Loan Account
 exceeds the lesser of (i) its Borrowing Base or (ii) the Revolving Line
 Limit, then Borrower shall remit to Bank, within five (5) days after Bank
 makes demand therefor, immediately available funds sufficient to eliminate
 such excess. If Borrower fails to remit to Bank good funds sufficient to
 eliminate such excess within such time period, Bank may, without further
 notice to or demand on Borrower, at Bank's option (in addition to and
 without waiving any and all other rights and remedies of Bank) apply against
 such excess (x) any collections on and Proceeds from Accounts forwarded to
 Bank and/or in Bank's possession; (y) any other property of Borrower and the
 Proceeds thereof now or hereafter held by Bank: (whether for safekeeping,
 custody, pledge, transmission, collection or otherwise); and (z) Borrower's
 deposit balances (general or special) and credits with Bank.  Borrower shall
 repay to Bank on the Revolving Line Termination Date the aggregate amount in
 Borrower's Loan Account at the close of business on the Revolving Line
 Termination Date.

      3.4 In the event that the availability of advances under the Revolving
 Note expires by the terms of this Agreement, or by the terms of any
 agreement extending the expiration date of this Agreement, Bank may, in
 its sole discretion, make requested advances; however, it is expressly
 acknowledged and agreed that, in such event, Bank shall have the right,
 in its sole discretion, to decline to make any requested advance and may
 require payment in full of Borrower's Loan Account without prior notice to
 Borrower and the making of any such advances shall not be construed as a
 waiver of such right by Bank.

      3.5 All funds borrowed under the Revolving Note shall be used for
 working capital and general corporate purposes. All funds borrowed pursuant
 to the Term Loan shall be used to refinance certain indebtedness of Borrower
 to Inwood Bank and to reduce the present balance of principal and accrued
 interest owing under the Revolving Note.

      3.6 Borrower shall pay interest on the principal amount of the
 Revolving Line and the Term Note from time to time at the per annum interest
 rate set forth in the Revolving Note or the Term Note, as applicable, but in
 no event shall the interest rate exceed the Maximum Rate.  All payments of
 principal and interest that are past due shall, at the option of Bank, bear
 interest at a per annum interest rate equal to the Default Rate.

      3.7 In consideration of Bank's commitment to make the Term Loan in
 accordance with the terms of this Agreement and Bank's incurring certain
 administrative expenses, Borrower agrees to and shall pay to Bank on the
 date hereof in good and immediately available funds, a nonrefundable $1,500
 commitment/administrative fee.  Nothing in this Section shall be deemed to
 extend the duration of the Loans beyond the times noted in Section 14
 hereof.


      SECTION 4. Inspection of Records: Further Assurance.
                 -----------------------------------------

      4.1 Borrower shall, prior to the funding of the Term Loan or any
 advance pursuant to the Revolving Line, and as requested by Bank thereafter,
 but in no event more often than once every twelve (12) calendar months,
 allow Bank, by or through any of its officers, agents, employees, attorneys,
 or accountants (i) to examine, inspect, or make extracts from Borrower's
 books and records; (ii) to analyze financial statements; and (iii) to
 arrange for verification of Accounts and other Collateral under reasonable
 procedures, directly with Account Debtors or by other methods (all the
 foregoing collectively referred to as "Audits").  Audits by Bank may be at
 any time during normal business hours after at least one Business Day after
 Borrower's receipt of notice of such Audit. Borrower shall pay Bank
 reasonable audit fees and expenses to compensate Bank for its costs
 associated with Bank's audits, not to exceed $2,000.00.

      4.2 Borrower shall do, make, execute and deliver all such additional
and further acts, things, deeds, assurances and instruments which Bank may
require more completely to vest in and assure to Bank its rights hereunder
or in any Collateral.


      SECTION 5. Security Interest of Bank in Collateral.
                 ----------------------------------------

      5.1 Subject to the provisions of Section 5.5 below, as security for the
 payment and performance of all Liabilities, Bank shall have and is hereby
 granted a continuing lien on, a security interest in and a right of set-off
 against the following Collateral:

            (a) all Accounts of Borrower, whether now or hereafter existing,
      created, arising or acquired;

            (b) all Equipment of Borrower, whether now or hereafter existing,
      created, arising or acquired;

            (c) all Inventory of Borrower, whether now or hereafter existing,
      created, arising or acquired;

            (d) all General Intangibles of Borrower, whether now or hereafter
      existing, created, arising, or acquired;

            (e) all contract rights, chattel paper, documents, documents of
      title, warehouse receipts, bills of lading, notes, and notes receivable
      instruments of Borrower, whether now or hereafter existing, created,
      arising, or acquired;

            (f) all goods, instruments, notes, notes receivable, documents,
      documents of title, warehouse receipts, bills of lading, certificates
      of title, policies and certificates of insurance, securities, chattel
      paper, deposits, cash and other property now or hereafter owned by
      Borrower or in which it now or hereafter has an interest, which are now
      or may hereafter be in the possession of or deposited with Bank, or
      which are otherwise assigned to Bank, or as to which Bank may now or
      hereafter control possession by documents of title or otherwise;

            (g) all books and records now owned and hereafter acquired
      relating to any other Collateral and all files, correspondence,
      computer programs, tapes, disks and related data processing software
      owned by Borrower or in which Borrower has an interest that contains
      information concerning or relating to any of the other Collateral or
      any item thereof; and

            (h) all Proceeds and products of all of the foregoing, including,
      without limitation, insurance proceeds.

 No submission by Borrower to Bank of any schedule or other particular
 identification of Collateral shall be necessary to vest in Bank a security
 interest in each and every item of Collateral now existing or hereafter
 acquired, but rather, such security interest shall vest in Bank immediately
 upon the creation or acquisition of any item of Collateral, without the
 necessity for any other or further action by Borrower or Bank.

      5.2 To the extent applicable, the Texas Business and Commerce Code
 governs the security interests provided for herein. In connection therewith
 Borrower shall take such steps and execute and deliver such financing
 statements and other papers as Bank may from time to time request.

      5.3 If, by reason of location of Collateral or otherwise, the creation,
 validity, or perfection of security interests provided for herein are
 governed by the law of a jurisdiction other than Texas, Borrower shall take
 such steps and execute and deliver such papers as Bank may from time to time
 request to comply with the Uniform Commercial Code or any other applicable
 law.  Borrower hereby appoints and empowers Bank, or any employee of Bank
 which Bank may designate for the purpose. as attorney-in-fact, to execute on
 its behalf any financing statements which, in Bank's sole judgment, are
 necessary to be filed in order to perfect or preserve the perfection of
 Bank's security interests granted hereby.

      5.4 As additional security for the payment and performance of the Term
 Note, Guarantor shall guarantee the payment and performance of the Term Note
 pursuant to the provisions of, and subject to the limitations set forth in,
 the Guaranty executed by Guarantor contemporaneously with the execution
 hereof.

      5.5 Notwithstanding anything to the contrary contained in Section 5.1:
 (a) the Collateral described in subsections (a), (c), (d), (e) and (f) of
 Section 5.1, the items described in subsection (g) of Section 5.1 relating
 thereto and the Proceeds thereof (collectively, the "Revolving Line
 Collateral") shall secure only the indebtedness under the Revolving Line
 and related documents and (b) the Collateral described in subsection (b) of
 Section 5.1, the items described in subsection (g) of Section 5.1 relating
 thereto and the Proceeds thereof (collectively, the "Term Note Collateral")
 shall secure only the indebtedness under the Term Note and related
 documents.  Any and all enforcement rights of Bank under any of the Loan
 Documents relating to the "Collateral" shall only refer to the enforcement
 rights of Bank to the Revolving Line Collateral after an Event of Default
 relating to the Revolving Line, or the enforcement rights of Bank to the
 Term Note Collateral after an Event of Default relating to the Term Loan.


      SECTION 6. Collection of Accounts.
                 -----------------------

      6.1   (a) Upon the occurrence and during the continuance of any Event
 of Default (a "Default Period"), Bank may require Borrower to establish a
 Special Remittance Account at Bank and shall cause all of the Accounts
 Receivable to be paid by the Account Debtors into such Special Remittance
 Account.  In the event any payments  on the Accounts Receivable are made
 to Borrower during a Default Period, Borrower shall notify Bank of such
 collections as are received and shall hold the Proceeds received from such
 collections in trust for Bank without commingling the same with other funds
 of Borrower and shall turn the same over to Bank immediately upon receipt
 in the identical form received. Proceeds so transmitted to Bank shall be
 deposited into the Special Remittance Account.

            (b) Bank may apply against the outstanding balance of Borrower's
 Loan Accountor the outstanding balance of the Term Note from time to time
 any collections on and Proceeds from Accounts Receivable forwarded to Bank
 and/or in Bank's possession (including, without limitation, any such
 collections and Proceeds in any lock-box, the Special Remittance Account
 or any operating or other account maintained or to be maintained by or for
 Borrower at Bank).  Nothing herein shall be deemed to diminish or limit any
 of Bank's rights or remedies under applicable law or Section 3.3, Section
 10, Section 11, or any other Section of this Agreement or otherwise.  If no
 Event of Default has occurred or is continuing hereunder and if there is no
 excess outstanding balance in Borrower's Loan Account required to be paid by
 Borrower under Section 3.3 hereof, Bank may, at its option, deposit any or
 all collections on and Proceeds from Accounts Receivable in Bank's
 possession into Borrower's operating account maintained and to be maintained
 at Bank. Bank shall not be required to credit Borrower's Loan Account with
 the amount of any check or other instrument constituting provisional payment
 until Bank has received final payment thereof at its office in cash or
 solvent credits accepted by Bank.

            (c) Borrower shall provide notice to all Account Debtors to remit
 payments during any Default Period to the Special Remittance Account.  Upon
 the occurrence of an Event of Default, Borrower shall notify the Account
 Debtors of the security interest of Bank in the Accounts and shall instruct
 Account Debtors to remit payments directly to Bank, and Bank may itself so
 notify Account Debtors.

      6.2 Borrower agrees that no court action or other legal proceeding or
 garnishment, attachment, repossession of property, or any other attempt to
 repossess any merchandise covered by an Account shall be attempted by
 Borrower except by or under the direction of competent legal counsel.
 Borrower hereby agrees to indemnify and hold the Bank harmless for any
 loss or liability of any kind or character which may be asserted against
 Bank by virtue of any suit filed, process issued, or any repossession or
 attempted repossession done or attempted by Borrower or by virtue of any
 other endeavors which Borrower may make to collect any Accounts or repossess
 any such merchandise.


      SECTION 7. Affirmative Covenants.
                 ----------------------

      Until all indebtedness of Borrower to Bank has been paid and all
 Liabilities have been satisfied, Borrower shall furnish or cause to be
 furnished to Bank:

      7.1  (a) As soon as available, and in any event within 30 days
 following the end of each calendar quarter, internally prepared financial
 statements for Borrower, signed by a duly authorized representative, and
 showing the results of its operations during such calendar quarter, which
 statements shall include, but shall not be limited to, an income statement
 and a balance sheet, and such other statements as Bank may reasonably
 request.

            (b) As soon as available and in any event within 30 days from the
 end of each calendar quarter, a Compliance Certificate in the form attached
 to this Agreement as Exhibit "B" for the calendar quarter having then ended.

            (c) As soon as available, and in any event within 30 days
 following the end of each calendar month, an inventory report as of the last
 day of the preceding month in form acceptable to Bank and reports (including
 agings) in form acceptable to Bank of the accounts receivable and the
 accounts payable of Borrower as of the last day of the immediately preceding
 calendar month, showing the period of time which has elapsed with respect
 to such accounts receivable and accounts payable since the invoice date with
 respect thereto.

            (d) Together with each request for an advance, or if not
 previously furnished, within 30 days following the end of each calendar
 month, a Borrowing Base Report in form approved by Bank, as of the last day
 of the immediately preceding calendar month signed by an authorized officer
 of Borrower.

            (e) As soon as available, and in any event, within 90 days
 following the end of each calendar year, a personal financial statement for
 Guarantor, showing his financial condition at the close of such year, which
 financial statement shall be signed by Guarantor, shall be complete and
 correct in all material respects, and shall include, but shall not be
 limited to, a balance sheet, a statement of contingent liabilities; and
 such other statements as Bank may request.

            (f) As soon as available, and in any event within 30 days after
 the filing thereof, a copy of the federal income tax returns of all Obligors
 and all requests for extensions to the filing thereof.

            (g) As soon as available, and in any event within 120 days
 following the end of Borrower's fiscal year, a financial statement for
 Borrower, prepared by a firm of independent and certified public accountants
 reasonably acceptable to Bank, showing the financial condition of Borrower
 at the close of such fiscal year and the results of its operations during
 such fiscal year, which financial statement shall be materially complete
 and correct, prepared in accordance with generally accepted accounting
 principles consistently applied, and shall include, but shall not be limited
 to, an operating statement, income statement, balance sheet, reconciliation
 of equity amounts, a source and application of funds report, and such other
 matters as Bank may reasonably request.

            (h) Such other documents, instruments, data, or information of
 any type reasonably requested by Bank.

      7.2 Borrower shall (a) have and maintain at all times general
 liability insurance and workers' compensation insurance and, with respect
 to Collateral and other substantial assets of Borrower, "all risk" property
 insurance and insurance against other risks customarily insured against by
 companies engaged in similar business to that of Borrower, in each case
 containing such terms, in such form and amount, for such periods, and
 written by such companies as may be satisfactory to Bank; (b) furnish
 to Bank, upon request, certificates evidencing the foregoing insurance
 coverage; and (c) cause Bank, to be named as (i) an additional insured
 on all of Borrower's liability insurance policies, and (ii) loss payee as to
 all property insurance pursuant to mortgagee or loss payable endorsements in
 form acceptable to Bank.  All insurance proceeds, payments and other amounts
 paid to or received by Bank under or in connection with any and all such
 policies may be retained by Bank in whole or part as additional Collateral
 for the Liabilities and/or, at Bank's option, be applied in whole or part
 to the payment of such of the Liabilities as shall then be due, and/or,
 at Bank's option, be held (in the Special Remittance Account or another
 special account in which neither Borrower nor any Guarantor shall have an
 interest) for application to Liabilities not yet due and be applied to such
 Liabilities as and when the same shall come due, in such order as Bank may
 determine in its sole discretion.  All insurance policies shall provide for
 a minimum of ten (10) days' written cancellation notice to Bank and, at
 Bank's request, all such policies shall be delivered to and held by Bank.
 In the event of failure to provide and maintain insurance required by this
 Agreement, Bank may, at its option, provide such insurance and charge
 the costs and expenses incurred to Borrower.  Bank is hereby made
 attorney-in-fact for Borrower to (i) obtain, adjust and settle, in its
 sole discretion, such insurance, and (ii) endorse any drafts or checks
 issued in correction with such insurance.

      7.3 Borrower shall maintain with Bank its primary operating and
 depository accounts ("Depository Accounts"), and Bank, at Bank's option,
 may make all advances hereunder into Borrower's Depository Accounts, and
 Borrower expressly agrees that Bank may, following an Event of Default
 or an event which following notice or the passing of a cure period would
 constitute an Event of Default, debit against any such Depository Accounts
 any and all sums, amounts, charges. and payments due under or in
 connection with the Loans and/or the Notes.

      7.4 Borrower does and shall at all times comply with all present
 and future laws, ordinances, rules, and regulations (of any governmental
 authority or entity) applicable to, governing or affecting Borrower,
 its operations, its property, the Collateral, or any part of any of the
 foregoing, and shall immediately notify Bank of any and all alleged or
 asserted violations of any such law, ordinance, or regulation.

      7.5 Obligors shall at the time of their first knowledge or notice
 immediately notify Bank in writing of (i) the occurrence of any event or the
 existence of any event, circumstance, or condition which constitutes or upon
 notice or lapse of time would constitute an Event of Default under the terms
 of this Agreement and (ii) any other information that may adversely affect
 in any material manner the assets of Obligors including, but not limited to,
 the filing of any lawsuit against or involving Obligors.

      7.6 BORROWER SHALL INDEMNIFY AND HOLD BANK AND ALL OFFICERS.
 DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, ATTORNEYS-IN FACT, AND AFFILIATES
 OF BANK (EACH SUCH PERSON AN "INDEMNITEE ") HARMLESS FROM ANY AND ALL
 LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS.  JUDGMENTS,
 SUITS, COSTS, EXPENSES, AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER,
 INCLUDING, WITHOUT LIMITATION. REASONABLE ATORNEYS' FEES AND DISBURSEMENTS,
 INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN ANY
 WAY CONNECTED WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF
 THIS AGREEMENT OR ANY OTHER SECURITY DOCUMENT, (ii) THE PERFORMANCE BY
 THE PARTIES TO THE SECURITY DOCUMENTS OF THEIR RESPECTIVE OBLIGATIONS
 THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY,
 OR (iii) THE ENFORCEMENT OF THIS AGREEMENT OR THE OTHER SECURITY DOCUMENTS,
 INCLUDING, WITHOUT LIMITATION, ANY MATTER ARISING BY REASON OF ANY DEFENSE,
 SET-OFF, COUNTERCLAIM, RECOUPMENT, OR REDUCTION OF LIABILITY WHATSOEVER OF
 THE OBLIGOR UNDER ANY CONTRACT, AGREEMENT, INTEREST, OR OBLIGATION WHICH
 GIVES RISE TO ANY ACCOUNT CONSTITUTING PART OF THE COLLATERAL, AS THE
 RESULT OF A BREACH BY BORROWER OF ANY OBLIGATION THEREUNDER OR OF ANY OTHER
 AGREEMENT, INDEBTEDNESS, OR LIABILITY AT ANY TIME OWING TO OR IN FAVOR
 OF ANY SUCH OBLIGOR FROM BORROWER, SUCH OBLIGATIONS OF BORROWER BEING
 ENFORCEABLE AGAINST AND ONLY AGAINST BORROWER AND NOT AGAINST BANK (ALL
 THE FOREGOING IN THIS SECTION, COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"),
 INCLUDING, WITHOUT LIMITATION, INDEMNIFIED LIABILITIES ARISING FROM THE
 NEGLIGENCE OF ANY INDEMNITEE; PROVIDED THAT BORROWER SHALL NOT HAVE
 OBLIGATION UNDER THIS SUBSECTION TO ANY INDEMNITEE WITH RESPECT TO
 INDEMNIFIED LIABILITIES THAT HAVE RESULTED FROM THE GROSS NEGLIGENCE
 OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR FROM THE BREACH BY SUCH
 INDEMNITEE OF ITS OBLIGATIONS UNDER ANY SECURITY DOCUMENT.  THE
 OBLIGATIONS OF BORROWER UNDER THIS SUBSECTION SHALL SURVIVE THE
 SATISFACTION OF ALL LIABILITIES, THE TERMINATION OF THIS AGREEMENT,
 AND THE NON-ASSUMPTION OF THIS AGREEMENT IN A CASE COMMENCED UNDER TITLE
 11 OF THE UNITED STATES CODE OR OTHER SIMILAR LAW OF THE UNITED STATES,
 THE STATE OF TEXAS, OR ANY OTHER JURISDICTION AND BE BINDING UPON BORROWER
 AND ANY TRUSTEE, RECEIVER, OR LIQUIDATOR OF BORROWER APPOINTED IN ANY SUCH
 CASE.

      Nothing in this Section shall be deemed to extend the duration of the
 Loans beyond the times noted in Section 14 hereof.


      SECTION 8. Negative Covenants.
                 -------------------

      8.1 Borrower shall not change (or permit to be changed) its principal
 office or move any of the Collateral, except in the ordinary course of
 business, without (i) at least thirty (30) days prior written notice to
 Bank, and (ii) prior to making any such change, executing and delivering
 to Bank any additional financing statements or other documents that Bank
 may request.

      8.2 Borrower shall not sell, transfer, lease, otherwise dispose of, or
 suffer to exist, or permit to be sold, transferred, leased, or to exist, any
 Lien (except as otherwise expressly provided herein) with respect to any of
 the Accounts, Inventory, Equipment and the other Collateral or any interest
 therein (or any of the Proceeds thereof, whether money, checks, money
 orders, drafts, notes, instruments, documents, chattel paper, Accounts,
 returns, or repossessions) or of any other property of Borrower, except for
 (i) the sale of Inventory in the ordinary course of business; (ii) Liens for
 taxes, assessments or governmental charges not yet payable; (iii) Liens of
 landlords and vendors arising in the ordinary course of business for sums
 not yet due; and (iv) Liens granted to Bank herein.

      8.3 Borrower shall not materially change accounting practices, methods,
 or standards or the reporting format for any information furnished Bank
 under the terms and provisions of this Agreement which accounting practices
 shall conform with generally accepted accounting principles, consistently
 applied, throughout the term of this Agreement.

      8.4 Borrower shall not incur, create, issue, assume, guarantee, endorse
 or permit to exist any indebtedness for borrowed money (collectively,
 "Indebtedness") except:

            (a) Indebtedness of Borrower to Bank provided for in this
      Agreement;

            (b) any Subordinated Debt to which Bank consents in writing (the
      Bank's consent is hereby given for the Subordinate Indebtedness, as
      defined in the Subordination Agreement executed between the parties
      of even date herewith);

            (c) accrued expenses and trade payables incurred in the ordinary
      course of business; and

            (d) capital leases and operating leases, including, without
      limitation, equipment leases, provided that the covenants contained
      in Section 8.8, 8.9, 8.10 and 8.11 have not, or shall not after the
      execution and performance of any of the foregoing leases, be violated.

      8.5 Borrower shall not declare, make or pay any dividends, bonuses,
 or other distributions to any Affiliate, partner or shareholder upon its
 outstanding shares, if an Event of Default or an event, which following
 notice or the passage of a cure period, would constitute an Event of Default
 has occurred, or if the declaration, making or payment of dividends, bonuses
 or other distribution would cause an Event of Default or an event, which
 following notice or the passage of time, would constitute an Event of
 Default to occur.  "Affiliate" shall mean any person or entity controlling,
 controlled by or under common control with, Borrower.

      8.6 Borrower shall not purchase or acquire, directly or indirectly,
 any shares of stock, evidences of indebtedness, or other securities of any
 person, corporation, or other entity, except in settlement of customers'
 Accounts, without the prior written consent of Bank.

      8.7 Borrower shall not (i) liquidate, or discontinue or materially
 reduce its normal operations with intention to liquidate, or (ii) merge
 or consolidate with or into any corporation, partnership, or other entity
 without prior written consent of Bank, (iii) sell, lease, transfer, or
 otherwise dispose of all or any substantial part of its assets, or (iv)
 acquire any corporation, partnership, or other entity (or any interest
 therein), whether by stock or asset purchase or acquisition or otherwise
 without prior written consent of Bank. Borrower shall not cause, allow, or
 suffer to occur a change in the nature of Borrower or in the ownership, or
 senior management of Borrower.  Borrower shall not change its name or
 identity without notifying Bank of such change in writing at least thirty
 (30) days prior to the effective date of such change and Borrower shall
 take all steps necessary prior to any such change to maintain at all times
 the validity, perfection, and priority of all Liens contemplated by and
 created in this Agreement and in the other Security Documents.

      8.8 Borrower shall not make any payment upon any outstanding
 Subordinated Debt, except that Borrower may make payments of accrued
 interest on the Subordinated Debt so long as no Event of Default has
 occurred and is continuing.

      8.9 Borrower shall not cause, allow, or suffer to occur its Working
 Capital to be less than $1,500,000.00 at any time.

      8.10 Borrower shall not cause, allow, or suffer to occur its Debt to
 EBITDA Ratio calculated as of the end of each quarter, based on Borrower's
 total Debt and EBITDA for such calendar quarter and the three preceding
 calendar quarters, to be more than 3.25 to 1.0.

      8.11 Borrower shall not cause, allow, or suffer to occur its Fixed
 Charge Coverage Ratio calculated as of the end of each quarter with respect
 to the prior twelve months to be less than 1.25 to 1.0.

      In computing Borrower's EBITDA for purposes of Sections 8.10 and 8.11,
 Bank shall give consideration to any reasonable request made by Borrower for
 the exclusion of non-recurring expenses incurred by Borrower.

      Nothing in this Section shall be deemed to extend the duration of the
 Loans beyond the times noted in Section 14 hereof.


      SECTION 9. Events of Default: Acceleration.
                 --------------------------------

      After the expiration of thirty (30) days following the receipt of
 notice by both Borrower and Guarantor, if such event is not cured by such
 time, then any or all of the liabilities of Borrower to Bank, including,
 without limitation, the Notes and the Liabilities, shall all be, at the
 option of Bank and notwithstanding any time or credit allowed by any
 instrument evidencing a Liability, immediately due and payable without
 further notice or demand, and the obligation of Bank to make advances
 hereunder shall immediately cease and terminate upon the occurrence of
 any of the following, which shall be considered Events of Default:

            (a) default in the payment or performance, when due or payable,
      of any Liability of Borrower (including, without limitation, the
      Revolving Note or the Term Note), or of any other Liability or
      obligation of any Obligor to Bank;

            (b) failure by any Obligor to perform any act or obligation
      imposed hereby, or in any other agreement to which Bank and any Obligor
      are parties;

            (c) unless contested as provided herein, failure of Borrower to
      pay when due any taxes, including without limitation federal income and
      FICA taxes and state and local sales and property taxes, each with the
      appropriate taxing authorities and as required by law;

            (d) if any warranty or representation contained herein shall
      prove false or misleading or if Borrower or any other Obligor makes any
      other misrepresentation to Bank for the purpose of obtaining credit or
      any extension of credit;

            (e) failure of Borrower or any other Obligor, after request by
      Bank, to furnish financial information or to permit the inspection of
      the books or records or Collateral of Borrower or such Obligor, and
      such failure continues for fifteen (15) days following the giving of
      written notice thereof by Bank to Borrower or such Obligor, as
      applicable;

            (f) issuance of an attachment against any property of Borrower;

            (g) calling of a meeting of creditors, appointment of a committee
      of creditors or liquidation agents, or offering of a composition or
      extension to creditors by, for or of Borrower or of any other Obligor;

            (h) bankruptcy or Insolvency of Borrower or of any other Obligor;

            (i) any material change in the control, nature, or executive
      management of Borrower or its business withoutthe prior written consent
      of Bank;

            (j) Borrower's failure to maintain any insurance required
      hereunder or pay any premium on (i) any insurance policy assigned to
      Bank, or (ii) any insurance covering any Collateral;

            (k) if a judgment against any of the Obligors remains unpaid,
      unstayed, or undismissed for a period of more than thirty (30) days,
      unless such judgment becomes final or otherwise enforceable prior
      thereto;

            (l) violation of any affirmative or negative covenant recited in
      Section 7 or Section 8 hereof or violation and such violation or
      failure continues fifteen (15) days following the giving of notice by
      Bank to Borrower;

            (m) if Borrower discontinues doing business without the prior
      written consent of Bank; or

            (n) if any event occurs that, under any agreement to which
      any of the Obligors is a party, grants the option to the holder of
      indebtedness of such Obligor to accelerate such indebtedness.


      SECTION 10. Power to Sell or Collect Collateral: Remedies Cumulative.
                  ---------------------------------------------------------

      10.1 Subject to the provisions of Section 5.5 of this Agreement, upon
 the occurrence of any one or more of the above Events of Default and at any
 time thereafter, Bank shall have, in addition to all other rights and
 remedies, the remedies of a secured party under the Texas Business and
 Commerce Code (regardless of whether the Uniform Commercial Code has been
 enacted in the jurisdiction where rights or remedies are asserted),
 including, without limitation, the right to take possession of the
 Collateral, and for that purpose Bank may, so far as Borrower can give
 authority therefor, enter upon any premises on which the Collateral may be
 situated and remove the same therefrom or take possession of same and store
 same on such premises pending disposition under the terms of this Agreement
 or applicable law.  Bank may require Borrower to assemble the Collateral and
 make it available to Bank at a place designated by Bank which is reasonably
 convenient to both parties.  Unless the Collateral is perishable or
 threatens to decline speedily in value or is to a type customarily sold
 on a recognized market, Bank shall give to Borrower at least ten (10) days'
 written notice of the time and place of any public sale of Collateral or of
 the time after which any private sale or any other intended disposition is
 to be made, which time period shall be deemed for all purposes to be
 commercially reasonable.  Bank may, at any time in its discretion, transfer
 any securities or other property constituting Collateral into its own name
 or that of its nominee, and receive the income thereon and hold the same as
 security for the Liabilities or apply it on principal or interest due on
 Liabilities.  Insofar as Collateral shall consist of Accounts, insurance
 policies, instruments, chattel paper, choses in action, or the like, Bank
 may demand, collect, receipt for, settle, compromise, adjust, sue for,
 release, extend the time of payment, make allowances and adjustments,
 foreclose, or realize upon Collateral as Bank may determine, whether or not
 Liabilities or Collateral are then due, and for the purpose of realizing
 Bank's rights therein, Bank may receive, open, and dispose of mail addressed
 to Borrower and endorse notes, checks, drafts, money orders, documents of
 title, or other evidences of payment, shipment, or storage or any form of
 Collateral on behalf of and in the name of Borrower.

      10.2 No right, power, or remedy conferred in this Agreement, the
 Revolving Note, the Term Note, or any other agreement executed in connection
 herewith or any other document or agreement to which any Obligor and Bank
 are parties, or now or hereafter existing at law or in equity by statute or
 otherwise, shall be exclusive, and each such right, power, or remedy, shall,
 to the full extent permitted by law, be cumulative and in addition to every
 other such right, power, or remedy.

      10.3 The sale by Bank of less than the whole of the Collateral shall
 not exhaust the rights of Bank hereunder, and Bank is specifically empowered
 to make successive sales hereunder until the whole of the Collateral shall
 be sold.  If the proceeds of any sale of less than the whole of the
 Collateral shall be less than the aggregate of the Liabilities, this
 Agreement and the security interests created hereby shall remain in full
 force and effect as to the unsold portion of the Collateral just as though
 no sale had been made, provided, however, that Borrower shall never have any
 right to require sale of less than the whole of the Collateral but Bank
 shall have the right, at its sole election, to sell less than the whole
 of the Collateral.

      10.4 Bank may resort to any security given by this Agreement or to any
 other security now existing or hereafter given to secure the payment of
 Borrower's Liabilities, in whole or in part, and in such portions and in
 such order as may seem best to Bank in its sole discretion, and any such
 action shall not in any way be considered as a waiver of any of the rights,
 benefits, or security interests evidenced by this Agreement.

      10.5 Bank may, at all times, subject to the terms of the Loan Documents
 (including without limitation, the Guaranty) proceed directly against any
 Obligors to enforce payment of Borrower's Liabilities and shall not be
 required first to enforce its rights in the Collateral or any other security
 granted to it.  Bank shall not be required to take any action of any kind to
 preserve, collect, or protect Borrower's rights in the Collateral or any
 other security granted to it.


      SECTION 11. Deposits.
                  ---------

      Bank, any participant, and any other holder of all or any part of the
       Liabilities are hereby
given a continuing lien as additional security for
 all Liabilities hereunder upon any and all moneys.
Securities, and other property
 of Borrower, and the Proceeds thereof,
  now, or hereafter held or
received by or in transit to Bank, such
 participant, or such holder from or for Borrower, whether for
safekeeping, custody, pledge, transmission, collection,
 or otherwise, and also upon any and all
deposit balances (general or special) and
 credits of Borrower with, and any and all claims of
Borrower against Bank, such participant, or such holder
 at any time existing, and upon an event of
default hereunder, Bank, such participant,
 or such holder may apply or set off the same against the
Liabilities and indebtedness hereby secured,
 without notice and without liability. Borrower agrees
that any other person or entity purchasing a participation
 from Bank may exercise all its rights of
payment (including the right of set-off) with
 respect to such participation as fully as if such person
or entity was the direct creditor of Borrower
 in the amount of such participation.


      SECTION 12. Waivers.
                  --------

      Except as otherwise provided in the Loan Documents, Borrower and each
 Obligor, Guarantor, accommodation party, surety, endorser, or other person
 or entity liable for the payment or collection of the Liabilities expressly
 waive demand, presentment for payment, notice of protest, notice of intent
 to accelerate, notice of acceleration, notice of acceptance of this
 Agreement, and notice of loans made, credit extended, Collateral received
 or delivered, or other action taken in reliance hereon and all other demands
 and notices of any description. With respect both to the Liabilities and
 Collateral, Obligors consent to any extension or postponement of the time
 of paymentor any other indulgence, to any substitution, exchange, or release
 of any or all of the Collateral, to the addition or release of any party or
 person primarily or secondarily liable, to the acceptance of partial
 payments thereon and the settlement, compromise, or adjustment of any
 thereof, all in such manner and at such time or times as Bank may deem
 advisable. Bank shall have no duty as to the collection or protection of any
 or all of the Collateral or any income thereon, nor as to the preservation
 of any rights pertaining thereto beyond the safe custody of Collateral
 without resorting or regard to other collateral or sources of reimbursement
 for the Liabilities. Bank shall not be deemed to have waived any of its
 rights upon or under any of the Liabilities or Collateral unless such waiver
 be in writing and signed by Bank.  No course of dealing and no delay or
 omission on the part of Bank in exercising any right shall operate as a
 waiver of such right or any other right. A waiver on any one occasion shall
 not be construed as a bar to or waiver of any right on any further occasion.
 All rights and remedies of Bank with respect to Liabilities or Collateral,
 whether evidenced hereby or by any other instrument or paper, shall be
 cumulative and may be exercised singly or concurrently.


      SECTION 13. Expenses: Proceeds of Collateral.
                  ---------------------------------

      Borrower shall pay all expenses, including, without limitation,
 reasonable legal expenses, incurred by Bank from time to time in connection
 with the preparation, administration, amendment, or modification of this
 Agreement, the Revolving Note, the Term Note, and other documents executed
 in connection with the creation of the Loans, all costs and expenses
 associated with the perfection and creation of the security interests
 granted pursuant hereto, or associate with any waiver or consent sought
 or granted hereunder. Borrower has been advised and acknowledges that Bank
 may, if it elects to do so, impose fees in connection with any renewal or
 extension of the Liabilities, any modification of this Agreement, the
 Revolving Note, the Term Note or the other Security Documents, or any
 waiver or consent requested by Borrower or any other Obligor.  Borrower
 shall pay to Bank on demand any and all expenses and costs of collection,
 including, without limitation, reasonable counsel fees, incurred or paid
 by Bank in protecting or enforcing, its rights upon or with respect to
 any of the Liabilities or the Collateral. After deducting all of said
 expenses, the residue of any proceeds of collection or sale of Liabilities
 or Collateral shall be applied to the payment of principal or interest on
 Liabilities in such order or preference as Bank may determine, proper
 allowance for interest on Liabilities not then due being made, and any
 excess shall be returned to Borrower, and Borrower shall remain liable
 for any deficiency.


      SECTION 14. Duration: Extension.
                  --------------------

      The Revolving Line shall terminate on the Revolving Line Termination
 Date; however, the parties recognize that they may wish to extend the
 expiration date by mutual agreement.  The termination or expiration of the
 Revolving Line shall in no way affect any transactions entered into or
 rights created or obligations incurred prior to such termination or
 expiration; rather, such rights and obligations shall be fully operative
 until the same are fully disposed of, concluded, and/or liquidated.  Without
 limiting the generality of the foregoing, such termination or expiration
 shall not release nor diminish any of the Obligors' obligations and
 agreements hereunder until payment in full of all of the Liabilities under
 this Agreement and all other sums and amounts payable under or pursuant to
 this Agreement. This Agreement shall be a continuing agreement in every
 respect.  No modification or amendment of this Agreement or extension of the
 Revolving Line Termination Date shall be effective unless placed in writing
 and duly executed by Bank and Borrower.


      SECTION 15. General.
                  --------

      15.1 Any demand upon or notice to a party shall be effective upon
 delivery if such notice is given personally, or upon dispatch if deposited
 in the mails or overnight delivery service addressed to the other party at
 the mailing address shown below or, if a party has notified the other party
 in writing of a change of address, to the party's last address so notified.
 Demands or notices addressed to Borrower's address at which Bank customarily
 communicates with Borrower also shall be effective.

            If to Bank:
            -----------

            Compass Bank
            2620 Preston Road
            Frisco, Texas 75034-9433
            Attention: David Phillips
                       Vice President

 except that all notices sent to Bank pursuant to Sections 9-208 through
 9-210, 9-213 and 9-216 of the Texas Uniform Commercial Code shall be
 sent to:

            Compass Bank
            P. O. Box 11830
            Birmingham, Alabama 35202

            If to Borrower:
            ---------------

            Best Circuit Boards, Inc.
            901 Hensley Lane
            Wylie, Texas 75098

            If to Guarantor:
            ----------------

            Brad Jacoby
            901 Hensley Lane
            Wylie, Texas 75098

      15.2 If at any time or times by assignment or otherwise Bank transfers
 any of the Liabilities (either separately or together with the Collateral
 therefor), such transfer shall carry with it Bank's powers and rights under
 this Agreement with respect to the Liabilities and Collateral transferred,
 and the transferee shall become vested with said powers and rights whether or
 not they are specifically referred to in the transfer.  If and to the extent
 Bank retains any other of the Liabilities or Collateral, Bank will continue
 to have the rights and powers herein set forth with respect thereto.

      15.3 This Agreement and all rights and obligations hereunder, including
 matters of construction, validity, and performance, shall be governed by the
 laws of the State of Texas, except that the Texas Finance Code, Section 346,
 of Vernon's Texas Codes Annotated, which regulates certain revolving credit
 loan accounts and revolving tri-party accounts, shall not apply to this
 Agreement, the Revolving Note, the Revolving Line, the Term Note, or any
 transaction contemplated hereby.  Unless changed in accordance with law, the
 applicable rate under Texas law shall be the indicated rate ceiling from
 time to time in effect as provided in Tex. Rev. Civ. Stat. Ann. art. 5069-
 1D.001.

      15.4 This Agreement is performable in Collin County, Texas, and any
 action brought for the enforcement or construction of any term of this
 Agreement, the Revolving Note, the Term Note or other instruments executed
 in connection herewith shall be brought in a court of appropriate
 jurisdiction in Collin County, Texas.

      15.5 It is the intention of Bank and the Obligors to conform strictly
 to any applicable usury laws.  Accordingly, if the transactions contemplated
 hereby would be usurious under any applicable law, then, in that event,
 notwithstanding anything to the contrary in this Agreement, the Revolving
 Note, the Term Note or any other agreement or instrument entered into in
 connection with or as security for or guaranteeing this Agreement, the
 Revolving Note or the Term Note, it is agreed as follows: (i) the aggregate
 of all consideration that constitutes interest under applicable law-that is
 contracted for, taken, reserved, charged, or received by Bank under this
 Agreement, the Revolving Note, the Term Note or under any other agreement
 entered into in connection with or as security for or guaranteeing this
 Agreement, the Revolving Note or the Term Note shall under no circumstances
 exceed the Highest Lawful Rate, and any excess shall be canceled
 automatically and, if theretofore paid, shall, at the option of Bank, be
 credited by Bank on the principal amount of any indebtedness owed to Bank
 by Borrower or refunded by Bank to Borrower, and (ii) in the event that
 the maturity of the Revolving Note, the Term Note or any other of the
 Liabilities are accelerated or in the event of any required or permitted
 prepayment, then such consideration that constitutes interest under law
 applicable to Bank may never include more than the Highest Lawful Rate and
 excess interest, if any, provided for in this Agreement, the Revolving Note
 or the Term Note or otherwise shall be canceled automatically as of the date
 of such acceleration or prepayment and, if theretofore paid, shall, at the
 option of Bank, be credited by Bank on the principal amount of any
 indebtedness owed to Bank by Borrower or refunded by Bank to Borrower.

      15.6 Notwithstanding anything herein to the contrary, in no event will
 interest payable to Bank exceed the maximum amount permitted by the law
 applicable to Bank (after taking into account all charges payable to Bank
 that constitute interest under such applicable law), but if any amount
 referred to in any of this Agreement, the Revolving Note, the Term Note, or
 any other agreement or instrument to which Bank and Borrower are parties
 that would be payable to Bank but for the applicability of usury or other
 laws limiting the consideration payable to Bank is not paid to Bank as a
 result of the applicability of such laws, then interest on the outstanding
 principal balance of the Liabilities payable to Bank shall, to the extent
 permitted by law, accrue at the Highest Lawful Rate (after taking into
 account all charges payable to Bank that constitute interest under
 applicable law) until the total amount received by Bank equals the amount it
 would have received had no such laws been applicable.

      15.7 This Agreement and the documents delivered hereunder or in
 connection herewith contain the entire agreement between the parties with
 respect to the subject matter hereof and thereof and supersede all prior
 agreements relating to the subject matter hereof and thereof. In the event
 of actual conflict in the terms and provisions of this Agreement and any of
 such documents or any other instrument or agreement executed in connection
 with this Agreement or described or referred to in this Agreement, the terms
 and provisions of this Agreement shall control. No modification, consent,
 amendment or waiver or any provision of this Agreement, nor consent to any
 departure by Obligors therefrom, shall be effective unless the same shall be
 in writing and signed by Bank, and then shall be effectively only in the
 specific instance and for the purpose for which given. This Agreement is
 binding upon Obligors, their heirs, successors and assigns, and inures to
 the benefit of Bank, its successors and assigns. All representations and
 warranties of Obligors herein, and all covenants and agreements herein or
 in any document delivered hereunder or in connection herewith that are not
 fully performed before the effective date of this Agreement, shall survive
 such date until such date as the Loans have been paid in full.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
 of the date first above written.

                              BORROWER:

                              BEST CIRCUIT BOARDS, INC.,
                              a Texas corporation

                              By:___________________________________________
                                    Brad Jacoby, President


                              GUARANTOR:

                              ______________________________________________
                              Brad Jacoby


                              BANK:

                              COMPASS BANK,
                              a bank organized under the laws of the State
                              of Alabama

                              By:___________________________________________
                                    David Phillips, Vice President