EXHIBIT


                           LOAN AND SECURITY AGREEMENT


         This  Loan  and  Security  Agreement  (this  "Agreement"),  dated as of
(date), is entered into between the LENDERS  IDENTIFIED HEREIN (each, a "Lender"
and collectively,  "Lenders") and EXTEN INDUSTRIES,  INC. ("Borrower") as of the
date first set forth above. The above information is subject to all of the terms
and conditions of this Agreement. The parties agree as follows:

         1.       Loan and Payments.  The Lenders are concurrently  making loans
                  -----------------
(collectively,  the "Loan") to Borrower in the amounts and percentages set forth
opposite the  respective  Lender's  name on Schedule I hereto,  in the aggregate
principal amount of up to $(amount).  This Agreement acknowledges the receipt of
$(amount) from Lendor on this date. The Lenders  acknowledge  and agree that the
Loan  will be used by  Borrower  to  acquire  the  capital  stock  of  MultiCell
Associates,  Inc.  ("MultiCell").  The Loan may be prepaid  at any time  without
penalty, but the Loan may not be repaid and reborrowed.

                  (a)      Conditions Precedent.  Notwithstanding any provisions
                           --------------------
herein to the contrary,  unless waived by the Lenders, the Loan will not be made
hereunder  until (i) all  filings  have been  completed  that are  necessary  or
appropriate  to  perfect  the  security  interest  of  Lenders in the Shares (as
defined below); (ii) Lenders have received all documents reasonably requested by
Lenders in connection  with this  Agreement,  including the warrants to purchase
stock referred to below;  and (iii) all other matters  relating to the Loan have
been completed to Lenders' satisfaction.

                  (b)      Interest. Borrower shall pay interest on the Loan and
                           --------
other monetary Obligations at a fixed rate equal to ten percent (10%) per annum.
Interest  shall be  calculated  on the  basis of a 360-day  year for the  actual
number of days elapsed, and shall be due and payable on the Maturity Date.

                  (c)      Voluntary Conversion. Each Lender may convert the pro
                           --------------------
rata portion of the outstanding principal balance of the Loan, together with all
accrued but unpaid interest, owing to such Lender, and no less than such amount,
into  Borrower's  Common Stock,  at the option of such Lender,  on the terms and
conditions set forth herein.

         If any Lender elects to exercise its right to convert, then such Lender
must give written  notice of its  intention to convert not less than thirty (30)
days prior to the date of such intended conversion.

         In the event that a Lender  exercises the  conversion  right  described
herein,  it shall receive  Borrower's Common Stock at a price per share equal to
(i) $.10,  if  converted  during the first  twelve (12) months after the date of
this Agreement; (ii) $.15, if converted after the twelfth (12th) and through the
twenty-fourth (24th) month of this Agreement; and (iii) $.20, if converted after
the  twenty-fourth  (24th) month and prior to the  Original  Maturity  Date.  No
fractional shares will be issued upon such conversion; in lieu of any fractional
share to which a Lender would  otherwise be entitled,  the Borrower will pay the
cash value of such fractional share to the Lender.

         Upon conversion of the Loan pursuant hereto,  the Lender,  by execution
hereof,  agrees  to  deliver  to the  Borrower  the  executed  original  of this
Agreement,  marked "cancelled," within thirty (30) days of such conversion,  and
to execute a standard form of Stock Purchase  Agreement and other  agreements as
are  necessary to document the issuance of the Common  Stock.  On, or as soon as
reasonably practicable after, such conversion and execution,  the Borrower shall
issue and deliver to such Lender a certificate or certificates for the number of
Common Stock to which the Lender is entitled and a check or cash with respect to
any fractional interest in any share of Common Stock.


<PAGE>

         If the Borrower declares or pays a dividend on its common stock payable
in common stock, or other securities, or subdivides the outstanding common stock
into a greater amount of common stock, then upon conversion of the Loan pursuant
hereto,  for each share of Common  Stock  acquired,  the Lender  shall  receive,
without cost to the Lender, the total number of Common Stock to which the Lender
would have been  entitled  had the Lender owned the Common Stock of record as of
the  date the  dividend  or  subdivision  occurred.  Upon any  reclassification,
exchange, substitution, or other event that results in a change of the number of
the securities  issuable upon conversion hereof, the Lender shall be entitled to
receive,  upon conversion hereof, the number of securities that the Lender would
have  received for the Common Stock if the Loan had been  converted  immediately
before  such  reclassification,  exchange,  substitution,  or other  event.  The
Borrower shall not, by amendment of its Certificate of  Incorporation or through
a reorganization, transfer of assets, consolidation, merger, dissolution, issue,
or sale of securities or any other voluntary action,  avoid or seek to avoid the
observance  or  performance  of any of the  terms to be  observed  or  performed
hereunder by the Borrower.

                  (d)      Warrants.  Borrower is  concurrently  issuing to each
                           --------
Lender a Warrant to Purchase Stock on the terms and conditions set forth therein
(the "Warrant").

                  (e)      Maturity  Date;  Extension.  All amounts  outstanding
                           --------------------------
hereunder are due and payable on June 19, 2005 (the "Original  Maturity  Date").
However,  provided that an Event of Default does not exist or is not continuing,
Borrower  may  extend the  Original  Maturity  Date for one (1) ninety  (90) day
period (the "Extended  Maturity  Date") by providing the Lead Lender (as defined
in Schedule I hereto),  at least thirty (30) days prior to the Original Maturity
Date, with written notice that Borrower  wishes to extend the Original  Maturity
Date.  Extensions of the Extended  Maturity Date, if any, may be provided in the
sole discretion of the individual Lenders.

                  (f)      Late Payment. If any payment of interest or any other
                           ------------
amount  owing to  Lenders  is not made  within ten (10) days after the due date,
Borrower  shall pay Lenders a late  payment fee equal to the lesser of 2% of the
amount of such late payment or the maximum  amount  permitted by law.  After the
occurrence and during the  continuance of an Event of Default,  the  Obligations
shall bear  interest at a rate equal to the greater of 15% per annum or 5% above
the rate  otherwise  applicable  under this  Agreement.  The  provisions in this
paragraph  shall not be construed as Lenders'  consent to Borrower's  failure to
pay any amounts in strict accordance with this Agreement.

         2.       Grant of Security  Interest.  Effective  immediately  upon the
                  ---------------------------
acquisition  by  Borrower  of  the  issued  and  outstanding  capital  stock  of
Multi-Cell  (the "Shares"),  Borrower  grants the Lead Lender,  as agent for the
Lenders on a pari passu and pro rata basis according to the Lenders'  respective
percentage of the Loan, a security  interest in and to the Shares (the "Shares")
to secure the following (the  "Obligations"):  the obligation to repay the Loan,
and all other debts, liabilities,  obligations, guaranties, covenants and duties
now or hereafter owing by Borrower to Lenders, of any kind or nature, whether or
not evidenced by any note,  guaranty or other instrument,  whether arising under
or in connection with this Agreement,  or any other present or future instrument
or  agreement,  whether  arising  by reason of an  extension  of  credit,  loan,
guaranty,  indemnification or in any other manner.  Borrower shall take all such
actions as Lenders  reasonably  request from time to time to perfect or continue
the perfection of the security interest granted  hereunder,  including  physical
delivery to the Lead Lender,  as agent for the Lenders,  of the  certificate  or
certificates for the Shares

         3.       Representations and Warranties. Borrower represents to Lenders
                  ------------------------------
as  follows  (which  shall  be  deemed  continuing  throughout  the term of this
Agreement):

                  (a)      Authorization.  Borrower is and will  continue to be,
                           -------------
duly  organized,  validly  existing and in good  standing  under the laws of the
jurisdiction  of its  incorporation,  and  Borrower  is and will  continue to be
qualified and licensed to do business in all  jurisdictions in which any failure
to do so would have a Material  Adverse  Effect;  the  execution,  delivery  and
performance by Borrower of this Agreement,  and all other documents contemplated
hereby have been duly and validly authorized by all necessary  corporate action,
and do not violate  Borrower's  articles or  certificate  of  incorporation,  or
by-laws,  or any law or any material  agreement or  instrument  which is binding
upon Borrower or its property.

                  (b)      Title to Shares;  Permitted Liens. After consummation
                           ---------------------------------
of the acquisition of the Shares,  Borrower will own the Shares,  free of liens,
claims and interests of any kind.

                  (c)      Other  Indebtedness.  A  promissory  note was entered
                           -------------------
into on November 30, 2000, in which Borrower,  for value  received,  promised to
pay The Cooke  Family  Trust  ("Cooke")  the  principal  amount of Five  Hundred
Thousand  Dollars  ($500,000)  together with interest at the rate of ten percent
(10%) on May 31, 2001 (the  "Note").  Subsequently,  Borrower and Cooke  entered
into that  certain  Forbearance  and Payoff  Agreement  dated May 11,  2001 (the
"Payoff Agreement"),  wherein Cooke agreed to forbear from declaring any default
under the Note in exchange  for certain  payments by Borrower to Cooke to payoff
the Note more specifically described in the Payoff Agreement.



                                       2
<PAGE>


         4.       Intellectual  Property.  Borrower  shall cause  Multi-Cell  to
                  ----------------------
execute  and deliver to Lenders an  Intellectual  Property  Security  Agreement,
granting  Lenders the rights set forth  therein,  including but not limited to a
security interest in Multi-Cell's intellectual property.

         5.       Appointment of the Lead Lender; Related Matters.
                  -----------------------------------------------

                  (a)      Each Lender  irrevocably  appoints the Lead Lender as
its agent for the  purposes of this  Agreement  and  authorizes  the Lead Lender
(whether or not by or through  employees  or agents) to take such action on such
Lender's behalf and to exercise such rights, remedies, powers and discretions as
are specifically  delegated to the Lead Lender by this Agreement,  together with
such powers and  discretions  as are  reasonably  incidental  thereto.  The Lead
Lender shall not,  however,  have any duties,  obligations or liabilities to the
Lenders beyond those expressly stated in this Agreement.

                  (b)      No  Liability  of the Lead  Lender.  The Lead  Lender
                           ----------------------------------
shall not be liable to any Lender for any  action  taken or omitted  under or in
connection with this Agreement  unless caused by its gross negligence or willful
misconduct.

                  (c)      Reimbursement   and  Indemnity.   Each  Lender  shall
                           ------------------------------
reimburse  the Lead Lender  (ratably in  accordance  with such Lender's pro rata
proportion of the Loan), to the extent that the Lead Lender is not reimbursed by
the  Borrower,  for the  charges  and  expenses  incurred  by the Lead Lender in
connection  with the  contemplation  of, or otherwise in  connection  with,  the
enforcement of, or the  preservation of any rights under, or in carrying out its
duties under,  this Agreement  including (in each case) the fees and expenses of
legal or other  professional  advisers.  Each Lender  shall  indemnify  the Lead
Lender  (ratably in  accordance  with such  Lender's pro rata  proportion of the
Loan) against all liabilities,  damages, costs and claims whatsoever incurred by
the Lead Lender in  connection  with this  Agreement or the  performance  of its
duties  under this  Agreement  or any action taken or omitted by the Lead Lender
under this Agreement,  unless such liabilities,  damages,  costs or claims arise
from the Lead Lender's own gross negligence or willful misconduct.

                  (d)      (i) Subject to Clause 5(d)(ii) below, the Lead Lender
may,  with the consent of the Lenders  holding at least two thirds  (2/3) of the
outstanding dollar amount of the Loan (the "Majority Lenders") (or if and to the
extent  expressly  authorized by the other  provisions of this  Agreement),  (a)
agree to amendments or  modifications to this Agreement with the Borrower and/or
(b)  vary  or  waive  breaches  of,  or  defaults  under,  or  otherwise  excuse
performance of, any provision of this Agreement by the Borrower. Any such action
so authorized and effected by the Lead Lender shall be documented in such manner
as the Lead Lender shall (with the approval of the Majority Lenders)  determine,
shall be  promptly  notified  to the  Lenders  by the Lead  Lender  and shall be
binding on all the Lenders.  (ii) Except with the prior  written  consent of all
the Lenders,  the Lead Lender shall not have  authority on behalf of the Lenders
to agree with the Borrower to any amendment or modification to this Agreement or
to grant  waivers  in  respect  of  breaches  or  defaults  or to vary or excuse
performance  of or under this  Agreement by the Borrower,  if the effect of such
amendment,  modification,  waiver,  variation or excuse would be to (a) postpone
the due date or reduce the amount of any payment of principal, interest or other
amount  payable by the Borrower  under this  Agreement,  (b) change the terms or
provisions  of Section  1(c) of this  Agreement,  (c) change the  definition  of
"Majority  Lenders," (d) change any provision of this Agreement  which expressly
or  impliedly  requires the approval or consent of all the Lenders such that the
relevant  approval or consent may be given  otherwise  than with the sanction of
all the Lenders, or (e) change this Section 5(d)(ii).



                                       3
<PAGE>

                  (e)      The Lead  Lender may retire from its  appointment  as
Lead Lender  under this  Agreement  having given to the Borrower and each of the
Lenders not less than 30 days' prior  written  notice of its intention to do so,
provided  that no such  retirement  shall  take  effect  unless  there  has been
appointed by the Lead Lender as a successor agent (i) a Lender  nominated by the
Majority  Lenders  or,  failing  such  a  nomination,  (ii)  any  reputable  and
experienced bank or financial institution with offices in San Diego,  California
and  nominated  by the Lead  Lender  or, in the event of a  disagreement  by the
Majority Lenders with such nomination,  the Majority  Lenders,  which shall have
consented to such appointment.  Upon the death,  incapacity or unavailability of
the Lead Lender,  the Majority  Lenders shall  nominate a successor Lead Lender.
The  Majority  Lenders may remove and  replace the Lead Lender at any time,  and
from time to time, in the sole discretion of the Majority Lenders.

         6.       Events  of  Default.  Any one or more of the  following  shall
                  -------------------
constitute an Event of Default under this Agreement:

                  (a)      Borrower  shall  fail  to  pay  any  principal  of or
interest  on the Loan or any other  monetary  Obligations  within  ten (10) days
after the date due; or

                  (b)      Borrower   shall  fail  to  comply   with  any  other
provision  of this  Agreement,  which  failure is not cured within ten (10) days
after such failure occurs; or

                  (c)      Any warranty,  representation,  statement,  report or
certificate  made or delivered to Lenders by Borrower or on  Borrower's  behalf,
taken  together,  shall be untrue or misleading in a material  respect as of the
date given or made; or

                  (d)      There  shall be a change in the record or  beneficial
ownership of an aggregate of more than 51% of the outstanding shares of stock of
Borrower; or

                  (e)      Dissolution,  termination of existence, or insolvency
of Borrower;  or Borrower fails to meet its debts as they mature; or appointment
of a  receiver,  trustee  or  custodian,  for  all or any  material  part of the
property of,  assignment for the benefit of creditors by, or the commencement of
any  proceeding by or against  Borrower  under any  reorganization,  bankruptcy,
insolvency, arrangement, readjustment of debt, dissolution or liquidation law or
statute of any jurisdiction, now or in the future in effect (except that, in the
case of a proceeding  commenced  against  Borrower,  Borrower shall have 60 days
after the date such proceeding was commenced to have it dismissed); or

         The occurrence of a "Material  Adverse Effect",  which shall mean (i) a
material  adverse  change in the  business,  prospects,  operations,  results of
operations,  assets,  liabilities  or financial or other  condition of Borrower,
(ii) the  impairment  of  Borrower's  ability to perform its  Obligations  or of
Lenders' ability to enforce the Obligations or realize upon the Shares, or (iii)
a material adverse change in the value of the Shares.

         7.       Remedies.
                  --------

                  (a)      Remedies.   Upon  the   occurrence   and  during  the
                           --------
continuance of any Event of Default,  Lenders,  by the Lead Lender, as agent for
the Lenders,  at their option, may do any one or more of the following,  without
notice  except for such  notices as are  required  by law:  (a)  Accelerate  and
declare  the  Obligations  to be  immediately  due,  payable,  and  performable,
notwithstanding  any deferred or installment  payments allowed by any instrument
evidencing or relating to any  Obligation;  (b) Take possession of any or all of
the Shares;  (c) Sell or otherwise  dispose of the Shares, at one or more public
or private sales, in lots or in bulk, for cash,  exchange or other property,  or
on credit,  and to adjourn any such sale from time to time without  notice other
than oral announcement at the time scheduled for sale.  Borrower recognizes that
Lenders  may be  unable  to make a public  sale of any or all of the  investment
property, by reasons of prohibitions  contained in applicable securities laws or
otherwise,  and  expressly  agrees that a private sale to a restricted  group of
purchasers for investment and not with a view to any distribution  thereof shall
be considered a commercially  reasonable  sale. All reasonable  attorneys' fees,
expenses, costs, liabilities and obligations incurred by Lenders with respect to
the foregoing shall be added to and become part of the Obligations, and shall be
due on demand.

                  (b)      Application of Proceeds. All proceeds realized as the
                           -----------------------
result of any sale or other  disposition  of the Shares  shall be applied by the
Lead Lender first to the reasonable costs,  expenses,  liabilities,  obligations
and attorneys' fees incurred by Lenders in the exercise of its rights under this
Agreement, second to the interest due upon any of the Obligations,  and third to
the  principal  of the  Obligations,  in such  order  as the Lead  Lender  shall
determine in its sole discretion. Any surplus shall be paid to Borrower or other
persons legally  entitled  thereto;  Borrower shall remain liable to Lenders for
any deficiency.



                                       4
<PAGE>

                  (c)      Remedies  Cumulative.  In  addition to the rights and
                           --------------------
remedies set forth in this  Agreement,  Lenders  shall have all the other rights
and remedies  accorded a secured party under the California  Uniform  Commercial
Code and under all other  applicable  laws,  and under any other  instrument  or
agreement now or in the future  entered into between  Lenders and Borrower,  and
all of such rights and remedies are cumulative  and none is exclusive.  Exercise
or partial  exercise by Lenders of one or more of its rights or  remedies  shall
not be deemed an election,  nor bar Lenders from subsequent  exercise or partial
exercise  of any other  rights or  remedies.  The failure or delay of Lenders to
exercise any rights or remedies shall not operate as a waiver  thereof,  but all
rights and  remedies  shall  continue in full force and effect  until all of the
Obligations have been fully paid and performed.

                  (d)      Power of Attorney.  After the  occurrence  and during
                           -----------------
the continuance of an Event of Default,  Borrower  irrevocably appoints the Lead
Lender,  as agent  for the  Lenders  (and any of the  Lead  Lender's  designated
employees or agents) as Borrower's  true and lawful attorney in fact to: execute
and deliver all notices,  instruments  and  agreements  in  connection  with the
perfection of the security  interest  granted in this Agreement;  sell, lease or
otherwise dispose of all or any part of the Shares; and take any other action or
sign any  other  documents  required  to be  taken or  signed  by  Borrower,  or
reasonably  necessary to enforce  Lenders' rights or remedies or otherwise carry
out the  purposes  of this  Agreement.  The  appointment  of the Lead  Lender as
Borrower's  attorney in fact,  and each of the Lead Lender's  rights and powers,
being coupled with an interest,  are irrevocable  until all Obligations owing to
Lenders have been paid and performed in full.

         8.       Waivers.  The  failure  of  Lenders  at any  time or  times to
                  -------
require Borrower to strictly comply with any of the provisions of this Agreement
or any other present or future agreement  between Borrower and Lenders shall not
waive or  diminish  any right of  Lenders  later to demand  and  receive  strict
compliance  therewith.  Any waiver of any default  shall not waive or affect any
other default, whether prior or subsequent,  and whether or not similar. None of
the provisions of this Agreement or any other  agreement shall be deemed to have
been waived  except by a specific  written  waiver signed by the Lead Lender and
delivered to Borrower.  Borrower waives demand,  protest,  notice of protest and
notice of  default  or  dishonor,  notice of payment  and  nonpayment,  release,
compromise,   settlement,   extension  or  renewal  of  any  commercial   paper,
instrument,  account, general intangible,  document or guaranty at any time held
by Lenders on which  Borrower is or may in any way be liable,  and notice of any
action taken by Lenders, unless expressly required by this Agreement.

         9.       Costs; Indemnity.  Borrower shall reimburse Lenders for all of
                  ----------------
the  following  ("Costs"):  all  reasonable  attorneys'  fees  and  all  filing,
recording, search, title insurance, appraisal, audit, and other reasonable costs
incurred  by  Lenders,  pursuant  to, in  connection  with,  or relating to this
Agreement or its enforcement  (whether or not any lawsuit is filed),  including,
but not limited  to, any  reasonable  attorneys'  fees and costs  Lenders  incur
relating to  preparation  and  negotiation  of this  Agreement and the documents
relating to this Agreement. Lenders shall provide an itemized statement of Costs
to Borrower,  if so requested by Borrower.  If either  Lenders or Borrower files
any lawsuit  against the other  predicated  on a breach of this  Agreement,  the
prevailing  party in such action  shall be  entitled  to recover its  reasonable
costs,  including  (but not limited to) reasonable  attorneys'  fees incurred in
connection therewith.  Borrower shall indemnify Lenders for any losses,  claims,
actions,  causes  of  action,  penalties,  and  reasonable  costs  and  expenses
(including reasonable attorneys' fees), which Lenders may sustain or incur based
upon or  arising  out of  this  Agreement,  any of the  Obligations,  any  other
relationship  or agreement  between  Lenders and  Borrower,  or any other matter
relating to Borrower or the  Obligations,  except any such amounts  sustained or
incurred as the result of the gross negligence or willful  misconduct of Lenders
or any of their directors,  officers, employees, agents, attorneys, or any other
person  affiliated with or  representing  Lenders.  The indemnity  agreement set
forth in this Section shall survive any  termination of this Agreement and shall
continue in full force and effect.



                                       5
<PAGE>

         10.      Notices.  All notices under this Agreement shall be in writing
                  -------
and shall be deemed to have been given (a) upon receipt,  when delivered by hand
or by  electronic  facsimile  transmission,  or  (b)  upon  actual  delivery  by
overnight courier,  or (c) three days after mailing by regular  first-class mail
or  certified  mail return  receipt  requested,  addressed  to each party at the
addresses indicated on Schedule I hereto.

         11.      Governing  Law;  Jurisdiction;  Venue.  This Agreement and all
                  -------------------------------------
acts and  transactions  hereunder and all rights and  obligations of Lenders and
Borrower  shall be governed by the  internal  laws (and not the conflict of laws
rules) of the State of California.  As a material part of the  consideration  to
Lenders to enter into this  Agreement,  Borrower (i) agrees that all actions and
proceedings relating directly or indirectly to this Agreement shall, at Lenders'
option, be litigated in courts located within California, and that the exclusive
venue therefor shall be San Diego County;  (ii) consents to the jurisdiction and
venue of any such court and consents to service of process in any such action or
proceeding by personal  delivery or any other method permitted by law; and (iii)
waives any and all rights Borrower may have to object to the jurisdiction of any
such court, or to transfer or change the venue of any such action or proceeding.

         12.      Mutual Waiver of Jury Trial.  Borrower and Lenders each hereby
                  ---------------------------
waive the right to trial by jury in any action or proceeding based upon, arising
out of, or in any way relating to, this Agreement or any other present or future
instrument or agreement  between Lenders and Borrower,  or any conduct,  acts or
omissions  of  LendersS  or  Borrower  or  any  of  their  directors,  officers,
employees,  agents,  attorneys or any other persons  affiliated with LendersS or
Borrower, in all of the foregoing cases, whether sounding in contract or tort or
otherwise.

         13.      General. Should any provision of this Agreement be held by any
                  -------
court of competent  jurisdiction to be void or unenforceable,  such defect shall
not affect the remainder of this  Agreement,  which shall continue in full force
and effect.  This  Agreement  and such other written  agreements,  documents and
instruments as may be executed in connection  herewith are the final, entire and
complete  agreement  between  Borrower and Lenders and  supersede  all prior and
contemporaneous  negotiations and oral  representations  and agreements,  all of
which  are  merged  and  integrated  in  this  Agreement.   There  are  no  oral
understandings,  representations or agreements between the parties which are not
set forth in this Agreement or in other written agreements signed by the parties
in connection herewith. Any Lender may assign all or any part of its interest in
this  Agreement  and  the  Obligations  to any  person  or  entity,  or  grant a
participation  in, or security  interest  in, any  interest  in this  Agreement,
without notice to, or consent of,  Borrower.  Borrower may not assign any rights
under or interest in this  Agreement  without the Lead  Lender's  prior  written
consent.  This  Agreement may be executed in two or more  counterparts,  each of
which  shall be  deemed  an  original,  but all of which  shall  constitute  one
agreement.








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                                       6
<PAGE>



"Borrower"

EXTEN INDUSTRIES, INC.


   By:  /S/ Gregory Szabo
        ---------------------
        Gregory Szabo
Title:  President


Address for notices:






Attn:
Fax:




                                       7
<PAGE>



                                   SCHEDULE I


                  LENDER                    LOAN AMOUNT   PRO RATA INTEREST
  --------------------------------------- --------------- -----------------

  W. Gerald Newmin                              $496,000            38.12%
  --------------------------------------- --------------- -----------------

  First Regional Bank Custodial for              $20,000             1.54%
  W. Gerald Newmin IRA
  --------------------------------------- --------------- -----------------

  Clifton L. Cooke, Jr. ("Lead Lender")         $100,000             7.69%
  --------------------------------------- --------------- -----------------

  Wm. Pittman                                   $100,000             7.69%
  --------------------------------------- --------------- -----------------

  Robert Goldsmith                               $60,000             4.61%
  --------------------------------------- --------------- -----------------

  Thomas Page                                   $150,000            11.53%
  --------------------------------------- --------------- -----------------

  Shirley Corbett                               $100,000             7.69%
  --------------------------------------- --------------- -----------------

  Gregory F. Szabo                               $50,000             3.84%
  --------------------------------------- --------------- -----------------

  Roger McDonald                                 $20,000             1.54%
  --------------------------------------- --------------- -----------------

  Diane Palley                                    $5,000              .38%
  --------------------------------------- --------------- -----------------

  Sharon Donahoo                                 $50,000             3.84%
  --------------------------------------- --------------- -----------------

  Robert C. Hinman                                $5,000              .38%
  --------------------------------------- --------------- -----------------

  R. Christopher Hinman                          $20,000             1.54%
  --------------------------------------- --------------- -----------------

  Douglas Egger                                  $20,000             1.54%
  --------------------------------------- --------------- -----------------

  First Regional Bank Trustee FBO                $10,000              .77%
  John M. Burns IRA
  --------------------------------------- --------------- -----------------

  Sasha Corporation Pension Fund                 $20,000             1.54%
  --------------------------------------- --------------- -----------------

  Patsy Millard                                   $5,000              .38%
  --------------------------------------- --------------- -----------------

  Larry Dillion                                  $29,000             2.23%
  --------------------------------------- --------------- -----------------

  Barbara Corbett                                $31,000             2.38%
  --------------------------------------- --------------- -----------------

  Robert Driver                                  $10,000              .77%
  --------------------------------------- --------------- -----------------

  --------------------------------------- --------------- -----------------

  TOTAL                                       $1,306,000           100.00%
  --------------------------------------- --------------- -----------------




                                       8
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