LOAN AND SECURITY AGREEMENT

THIS  LOAN  AND  SECURITY AGREEMENT made this 26th day of February 1996 by and
between  Global  Data  Technologies,  Inc.,  a  corporation with its principal
executive  office  at  12600  West  Colfax,  Suite  A-500,  Lakewood, Colorado
("Global"  or the "Lender") and MedSoft OnLine, Inc., a California corporation
with  its  principal  executive  office 2899 South Agoura Road, #330, Westlake
Village,  California  91361 ("MSOL" or the "Borrower").  The Lender has agreed
to loan to MSOL an aggregate of $250,000 (the "Loan"), evidenced by Promissory
Notes  in  substantially  the  form  attached  as  Exhibit  A.

Global  and  MSOL  have entered into a Letter of Intent dated February _, 1996
pursuant  to  which  Global will acquire all of the outstanding shares of MSOL
(the  "Merger").    A  copy  of  the Letter of Intent is attached as Exhibit C
hereto.    MSOL and Global are negotiating the terms of a definitive agreement
of  merger.    MSOL  will  become  a  subsidiary  of  Global  if the Merger is
completed.    In  accordance  with the Letter of Intent, Global will provide a
secured loan to MSOL to provide funds to be used for working capital, and MSOL
has  agreed  to  pledge  certain  assets  as  security  for  the  Loan.

IN  CONSIDERATION  of the mutual covenants and agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby  acknowledged,  the  parties  hereby  covenant  and  agree  as follows:

1.          THE  LOAN

1.01          Agreement  to  Borrow  and  Lend.   Subject to all of the terms,
              --------------------------------
provisions,  conditions, covenants and agreements contained in this Agreement,
Global  agrees to make to MSOL the Loan in the original principal amount of up
to  $250,000 (the "Aggregate Debt"), of which $100,000 has already been loaned
to  MSOL  by  Global.

1.02        Promissory Note.  The Loan has been or will be evidenced by one or
            ---------------
more  promissory  notes  (collectively, the "Note"), each of which shall be in
substantially  the  form  attached  as  Exhibit A hereto.  In the event of any
discrepancy  between  any  note heretofore executed by MSOL in favor of Global
and  Exhibit  A,  the terms and conditions of Exhibit A shall control and such
prior  note  be  reformed  in conformity therewith.  The outstanding principal
balance  of  the Loan shall bear interest at the rate of two percent in excess
of  the prime lending rate from time to time published or reported by Mountain
Parks  Bank, N.A., Denver, Colorado ("Prime Rate").  The interest rate will be
adjusted  daily.    Interest  shall  accrue  monthly.

If  not  sooner paid all unpaid principal together with all accrued but unpaid
interest,  all additional interest and all other sums due thereunder, shall be
due  and payable in full one year from the date that either party notifies the
other  of  its intent to not proceed (for any reason) with the proposed Merger
(the  "Maturity  Date").

At  the  option of Global, Global can convert at any time the entire principal
balance into shares of common stock of MSOL at the conversion rate of $4.88 in
principal  for  each  share  of  MSOL  common stock.  Upon such conversion the
principal  balance shall be considered paid in full.  However, any accrued but
unpaid  interest,  all  additional  interest  and all other sums due hereunder
shall  continue  to  be due and payable in full on the Maturity Date.  If MSOL
shall  at  any  time  while  the  Note is outstanding change the number of the
outstanding shares of its common stock through a subdivision or combination of
shares,  then the number of shares which Global has the right to purchase, and
the  conversion  price  per  share,  shall  be  proportionately  adjusted.

<PAGE>

1.03          Use  of Proceeds.  The Borrower represents, warrants, covenants,
              ----------------
acknowledges and agrees to and with Global that the proceeds of the Loan shall
be  used  by Borrower solely to provide working capital for operations of MSOL
in  accordance with one or more "Proposed Use of Proceeds Statements" approved
in  advance  by Global through its officers Michael I. Ruxin, Chairman and CEO
of  Global, or Joseph Dudziak, President of Global.  Otherwise, no expenditure
of the Loan proceeds may be made by borrower without specific authorization of
the  expenditure  by  Ruxin  or  Dudziak.

1.04       Loan Documents.  The term "Loan Documents" shall mean this Loan and
           --------------
Security  Agreement, the Note and all other security instruments and documents
executed  and  delivered  or  to  be  delivered  in  connection with the Loan.

2.          GRANT  OF  THE  SECURITY  INTEREST

2.01        Collateral.  The collateral for the Loan is generally described as
            ----------
(all  of  which may be collectively referred to as "Collateral") all software,
patents, trademarks, service marks, trade names and franchises included in the
assets  of  MSOL,  all  applications for any of the foregoing and all permits,
grants and licenses or other rights running to or from MSOL relating to any of
the  foregoing,  whether  now existing or hereafter arising, including but not
limited  to  any  software  that  has  been  or  may  be  developed  by  MSOL.

2.02        Grant of Security: Other Security Instruments.  MSOL, for valuable
            ---------------------------------------------
consideration,  receipt  of  which  is  hereby  acknowledged,  hereby  grants,
bargains  and  sells  unto  Global, its heirs, representatives, successors and
assigns,  a  security interest in the Collateral, wherever located and whether
now  owned  or  hereafter  acquired.    MSOL  shall  execute,  acknowledge  as
applicable, and deliver to Global the instruments provided for in this Section
2.02  ("Security Instruments") each of which shall be in form and in substance
satisfactory  to  Global  and  which  shall  secure  (i)  the repayment of the
Aggregate  Debt,  including  all  renewals,  extensions,  amendments  and
modifications  thereof;  and  (ii)  all  other  future  or  contingent  debts,
obligations  and  liabilities of every description, owed to Global by Borrower
("Additional  Obligations"):

(a)      One or more properly executed and recorded UCC-1 Financing Statements
relating to this Loan and Security Agreement, and the Collateral and as may be
required  from  time  to  time  by  Global;  and

(b)     Such other documents, instruments and agreements as Global may require
to  evidence  the  Loan or secure the Collateral and all of MSOL's obligations
hereunder.

3.          COVENANTS  OF  MSOL

3.01        Covenants.  So long as the Aggregate Debt shall remain unpaid, and
            ---------
subject  to  the  requirements  of  confidentiality contained in the Letter of
Intent  dated  February  __,  1996,  MSOL  covenants  and  agrees  as follows:

(a)       MSOL shall permit Global to examine all of MSOL's records pertaining
to  the  Collateral at any time and to copy or make extracts from said records
as  Global  deems  necessary;

<PAGE>

(b)      MSOL shall not, without the prior written consent of Global, grant or
permit any security interest in any of the Collateral to anyone except Global,
including,  but  not  limited  to,  purchase money security interests to trade
creditors;

(c)         MSOL shall not, without the prior written consent of Global, enter
into  any  borrowing  arrangements  of  any kind or nature, including, but not
limited  to,  contingent liability on any debt, other than trade debt incurred
in  the  ordinary  course  of  its  business;

(d)       MSOL will execute and furnish to Global, promptly upon request, such
instruments  including,  without  limitation,  other  instruments of mortgage,
assignment,  hypothecation  and  pledge  in  addition  to  those  specifically
provided  for  herein  as  Global  may  from  time to time reasonably require.
Global  shall,  at  its  own  expense, prepare or cause such instruments to be
prepared.    MSOL shall also take all further actions as Global may reasonably
require  from  time  to  time in order to create, evidence, perfect, maintain,
protect  and  preserve the security interest of Global provided for herein and
the  property  encumbered thereby, to warrant and defend its title thereto and
to  evidence  the  obligations  of  MSOL  thereunder;

(e)     MSOL will maintain and preserve its corporate existence under the laws
of  every  jurisdiction  in  which  it  does  business;

(f)       MSOL shall keep accurate and complete records of the Collateral and,
on  request,  furnish  Global with statements showing a detailed balance sheet
and  income  statement.    Should the merger negotiations terminate and should
Global  begin  the  development  of competing products or otherwise enter into
competition  with  MSOL,  Global  agrees  that it shall not enforce its rights
under  this  provision;

(g)     MSOL will immediately notify Global of any event or circumstance which
reasonably  could  be  deemed  to  have  a materially adverse effect on MSOL's
financial  condition,  the  Collateral  or  MSOL's  ability  to  perform their
agreements  and  obligations  under  the  Loan  Documents;

(h)     MSOL shall not, without the prior written consent of Global, issue any
shares  of  its  capital stock in addition to those outstanding on the date of
this  Agreement.

(i)         MSOL shall notify Global in writing prior to the time there is any
change of name, identity, or business structure of MSOL including the addition
of  any  trade  names;

(j)      In the event of a breach of any covenant contained in this Article 3,
Global  shall  give  MSOL  written  notice  pursuant to the provisions of this
Agreement  of  such  default.  MSOL shall have five business days to cure such
default  from  the  effective  date  of  such  notice.

4.          OTHER  AGREEMEENTS

4.01       Other Agreements.  In addition to the other agreements contained in
           ----------------
the  Loan  Documents,  the  parties  hereto  agree  as  follows:

<PAGE>

(a)        Any and all monies received by Global from the operation or sale of
any  of  the  Collateral,  whether  prior or subsequent to or as a result of a
foreclosure or foreclosure sale of such Collateral, shall be applied by Global
pro  rata  to  amounts  due  under  all  of the Loans or toward the payment of
interest,  principal,  default interest or any other sums due under any of the
Loan  Documents  .

(b)          In  the  event  that  a default shall exist under any of the Loan
Documents,  after  ten  (10) days notice to MSOL, if such default has not been
cured,  Global  may, at its option, declare that a default shall be considered
to exist under each and every one of the Loans, and Global shall be authorized
to proceed with any and all remedies available to Global under any of the Loan
Documents  against  MSOL, whether or not Global has elected to proceed against
MSOL;

(c)          Global  may, after notice to and with the consent of, MSOL (which
consent  shall  not  be unreasonably withheld), correct any clerical errors or
omissions  that  may  be  present in the Loan Documents executed in connection
with the Loan.  MSOL understands that such corrections shall not result in any
increase in the amount of the obligation to be repaid to Global, or any change
of  essential  terms  of  repayment  of  the  loan  obligation.

5.          DEFAULT  AND  REMEDIES

5.01     Events of Default.  Except as otherwise specifically provided herein,
         -----------------
if  no  cure  is made within ten (10) days after notice to MSOL as provided in
this  Agreement,  the occurrence of any one or more of the following events or
the  existence  of one or more of the following conditions shall constitute an
Event  of  Default  under  this  Agreement; provided, however, that Global may
resort  to  the remedies provided herein upon an "Event of Default" only after
the  expiration  of  the 10-day cure period and only if the event or condition
then  remains  uncured:

(a)         Nonpayment: MSOL shall fail to pay when due the full amount of any
            ----------
payment  of  principal  or  interest due under the Note, any other amounts due
under  any  of  the  Loan  Documents

(b)          Other  Defaults  : The occurrence of any of the following events:
             ---------------

(1)        Any representation or warranty made in writing to Global by MSOL in
connection  with  the  making of the Loan shall prove at any time to have been
incorrect  in  any  material  respect  when  made;  or

(2)       The breach, default or violation by MSOL of any material obligation,
agreement  or  covenant  contained  in  any  of the Loan Documents executed in
connection  herewith  by  MSOL;  or

(3)     The holder of any lien or security interest on the Collateral (without
implying  the  consent of Global to the existence or creation of any such lien
or  security interest), declares a default thereunder and accelerates the loan
secured  thereby  or  institutes  foreclosure  or  other  proceedings  for the
enforcement  of  its  remedies  thereunder;  or

(4)      Any material provision of any of the Loan Documents shall at any time
for any reason cease to be in full force and effect or shall be declared to be
null  and  void;  or

<PAGE>

(5)     Any litigation or proceeding which may materially adversely affect the
ability  of  MSOL  to  perform  its  obligations  under the Loan Documents; or

(6)          MSOL's  failure  to comply with any other covenants or agreements
contained in any of the Loan Documents and not herein specifically referenced,
unless  the same is cured within 10 days after written notice thereof, (or, in
the  event  such  default  is not capable of being cured within such period of
time,  unless  MSOL  promptly  commences  and diligently endeavor to cure such
event of default, but in any event the same must be cured within 30 days after
written  notice  thereof);  or

     (7)     The occurrence of an event of default under any of the documents,
instruments  and  agreements which evidence, secure or otherwise relate to any
Additional  Obligations

5.02       Remedies.  Upon the expiration of the cure period applicable to any
           --------
event  or condition potentially constituting an Event of Default hereunder, if
that  event  or  condition  then  remains  uncured,  constituting  an Event of
Default,  and  at  any  time  thereafter:

(a)          All  principal, interest and other amounts payable under the Loan
Documents  shall,  at the option of Global, become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are  expressly  waived  by  MSOL;

(b)      Global may proceed with every remedy available at law or in equity or
provided  for  in  the  Loan  Documents  or  in any other document executed in
connection with the loan, in such order or sequence as Global may determine in
its  sole  discretion, including concurrently, independently, or successively,
and  all  reasonable expenses incurred by Global in connection with any remedy
shall  be deemed indebtedness of MSOL to Global including, but not limited to,
reasonable  attorneys'  fees  incurred  by  Global.

6.          GENERAL  PROVISIONS

6.01          Amendments.    No provision or term of the Loan Documents may be
              ----------
amended,  modified,  revoked, supplemented, waived or otherwise changed except
by  a written instrument duly executed by MSOL and Global and designated as an
amendment,  supplement  or  waiver.

6.02        No Waiver.  The making of this Agreement shall not waive or impair
            ---------
any  other  agreement  or  security  Global may have or hereafter acquire with
respect  to  the Note.  Any waiver shall apply only to the extent specifically
set  forth  in  writing  and  signed  by  Global.

6.03        MSOL Not Released.  Without affecting any obligation of MSOL under
            -----------------
this  Agreement, Global without notice or demand may renew or extend the terms
and  conditions  of the Loan, Loan Documents or any of the Collateral, take or
release  any  other collateral as security for the Loan and add or release any
guarantor, endorser, surety or other party to the Loan, Additional Obligations
or  Collateral.

6.04        Legal Opinion.  At the time of the closing of the Loan, MSOL shall
            -------------
tender  to  Global  a  legal  opinion  from  Legal Counsel of MSOL's choosing,
addressed  and  in form acceptable to Global as counsel to MSOL, offering such
counsel's  opinion  on:  the  capacity  and  legal authority of MSOL under its
corporate  documents  and  California  law  and  the  legality,  validity,
enforceability and priority of the security interests granted in this Loan and
Security

<PAGE>

Agreement and any UCC forms filed in connection herewith.  With respect to any
other  issues,  the  parties shall seek whatever independent legal advice they
deem  suitable  or  prudent.

6.05     Certificate of Officers MSOL.  At the time of the closing of the Loan
         ----------------------------
the President and/or Chief Financial Officer of MSOL shall prepare and execute
a  certificate  addressed  and  in  form acceptable to Global representing and
warranting to Global that MSOL shall operate its business prudently and in the
ordinary  course  consistent  with  previous  business  practices.

6.06          Severability.    Whenever  possible,  each provision of the Loan
              ------------
Documents  shall be interpreted so as to be effective and valid under Colorado
law.    Should any provision, covenant or agreement contained herein be deemed
invalid,  illegal or unenforceable in any jurisdiction, the validity, legality
and  enforceability of the remaining provisions of this Agreement shall not be
impaired  thereby,  nor  shall the validity, legality or enforceability of any
such  defective  provision  by  in  any  way affected or impaired in any other
jurisdiction.

6.07          Successors  and  Assigns  Bound;  Assignment.  The covenants and
              --------------------------------------------
agreements  contained  herein  shall bind and inure to the benefit of MSOL and
Global, their legal representatives, successors and assigns but this Agreement
may  not  be assigned by either party without the prior written consent of the
other.

6.08     No Third Party Benefits.  This Agreement is made in connection with a
         -----------------------
Letter  of intent dated February __, 1996 and the merger contemplated thereby,
for  the  sole  benefit  of  MSOL  and  Global,  and  their  respective  legal
representatives,  successors and assigns, and no other person or persons shall
have  any  rights  or  remedies under or by reason of this Agreement; however,
nothing contained herein shall impair or diminish the rights of parties to any
other  agreements,  including  employment  agreements  between  MSOL  and  its
personnel,  to  which  reference  is  made  herein or which are required to be
entered  into  pursuant  hereto.

6.09          Headings.    The  captions and headings of the paragraphs in the
              --------
Agreement are for convenience only and are not used to interpret or define the
provisions  of  the  Agreement.

6.10          Governing  Law  and  Jurisdiction.   This Agreement and the Loan
              ---------------------------------
Documents or any other documents executed in connection with the Loan shall be
governed  by  and  interpreted  in  accordance  with  the laws of the State of
Colorado.    MSOL agrees and confesses that personal jurisdiction with respect
to  any  proceedings which arise hereunder shall be proper if such proceedings
are  conducted  in  Denver  District  Court,  State  of  Colorado.

6.11      Notice.  Any notice, request, demand or other communication required
          ------
or permitted hereunder or required by law shall be in writing addressed to the
addressee at the address shown on the first page of this Agreement or the Note
or  to  such different address as the intended addressee shall have designated
by  written  notice  sent  in accordance herewith and actually received by the
other  party  and  shall  be  effective  upon:

(i)          Delivery  of  the  same  in  person to the intended addressee; or

(ii)          One  day  after deposit of the same with a responsible overnight
courier  service  (such  as  Federal  Express)  for  delivery  to the intended
addressee;  or

<PAGE>

(iii)       Actual receipt by the intended addressee after deposit of the same
in  the  United  States  mail,  postage prepaid, certified or registered mail,
return  receipt  requested.

IN  WITNESS  WHEREOF,  this  Loan Agreement is executed as of the day and year
first  set  forth  above.


GLOBAL  DATA  TECHNOLOGIES,  INC.


By:
     Michael  I.  Ruxin,  Chairman  and  Chief
      Executive  Officer


MEDSOFT  ONLINE,  INC.


By:
     Keith  Berman,  President