EXHIBIT 10.13

LOAN AGREEMENT


THIS LOAN AGREEMENT ("Agreement"), dated as of the ____ 
day of September, 1998, is made and entered into on the terms and 
conditions hereinafter set forth, by and between METRISA, INC., a 
Delaware corporation ("Borrower"), and SIRROM INVESTMENTS, 
INC., a Tennessee corporation ("Lender").

	RECITALS:

WHEREAS, Borrower has requested that Lender make available 
to Borrower a term loan in the original principal amount of Two Million 
and No/100ths Dollars ($2,000,000) (the "Loan") on the terms and 
conditions hereinafter set forth, and for the purpose(s) hereinafter set 
forth; and

WHEREAS, in order to induce Lender to make the Loan to 
Borrower, Borrower has made certain representations to Lender; and

WHEREAS, Lender, in reliance upon the representations and 
inducements of Borrower, has agreed to make the Loan upon the terms 
and conditions hereinafter set forth.


	AGREEMENT:

NOW, THEREFORE, in consideration of the agreement of 
Lender to make the Loan, the mutual covenants and agreements 
hereinafter set forth, and other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, Borrower and 
Lender hereby agree as follows:

	ARTICLE 1
	THE LOAN

1.1	Evidence of Loan Indebtedness and Repayment.  Subject 
to the terms and conditions contained herein, the Lender shall make the 
Loan to Borrower by wire transfer in immediately available funds.  The 
Loan shall be evidenced by a Secured Promissory Note in the original 
principal amount of Two Million and No/100ths Dollars ($2,000,000), 
dated as of the date hereof, executed by Borrower in favor of Lender (the 
"Note").  The Loan shall be payable in accordance with the terms of the 
Note.  The Note, this Agreement and any other instruments and 
documents executed by Borrower, any guarantor of Borrower, or any 
shareholder, subsidiary or affiliate of Borrower ("Affiliates"), now or 
hereafter evidencing, securing or in any way related to the indebtedness 
evidenced by the Note are herein individually referred to as a "Loan 
Document" and collectively referred to as the "Loan Documents."  The 
term "Obligations" as used herein shall refer to (a) the Loan to be made 
concurrently or in connection with this Agreement, as evidenced by the 
Note, and any renewals or extensions thereof, (b) the full and prompt 
payment and performance of any and all other indebtednesses and other 
obligations of Borrower to Lender, direct or contingent (including but not 
limited to obligations incurred as endorser, guarantor or surety), however 
evidenced or denominated, and however and whenever incurred, 
including but not limited to indebtednesses incurred pursuant to any 
present or future commitment of Lender to Borrower and (c) all future 
advances made by Lender for taxes, levies, insurance and preservation of 
the Collateral and all attorneys' fees, court costs and expenses of 
whatever kind incident to the collection of any of said indebtedness or 
other obligations and the enforcement and protection of the security 
interest created hereby or by the other Loan Documents.

1.2	Processing Fee.  Borrower shall pay Lender a processing 
fee of Fifty Thousand Dollars ($50,000), Twenty-Five Thousand Dollars 
($25,000) of which has previously been paid to Lender and Twenty-Five 
Thousand Dollars ($25,000) of which shall be paid on the date the Loan 
is funded by Lender.  Upon Exercise of the Stock Purchase Warrant 
issued pursuant to Section 4.1, Borrower will pay Lender a fee of Seventy 
Thousand Four Hundred Thirty One Dollars ($70,431).

1.3	Prepayment.  Borrower may prepay the indebtedness 
evidenced by the Note in whole or in part at any time and from time to 
time, without penalty or premium.

1.4	Purposes of Loan and Use of Proceeds.  The purpose of 
the Loan shall be to provide additional strategic acquisition and working 
capital to Borrower.  


	ARTICLE 2
	REPRESENTATIONS AND WARRANTIES

2.1	Borrower's Representations.  Borrower hereby represents 
and warrants to Lender as follows:

(a)	Corporate Status.  Borrower is a corporation duly 
organized, validly existing and in good standing under the laws 
of the State of Delaware; and has the corporate power to own and 
operate its properties, to carry on its business as now conducted 
and to enter into and to perform its obligations under this 
Agreement and the other Loan Documents to which it is a party. 
 Borrower is duly qualified to do business and in good standing 
in each state in which a failure to be so qualified would have a 
material adverse effect on Borrower's financial condition or its 
ability to conduct its business in the manner now conducted.

(b)	Subsidiaries.  Borrower neither owns nor has an 
interest in, directly or indirectly, any other corporation, 
partnership, joint venture or other business organization 
("Subsidiaries").

(c)	Authorization.  Borrower has full legal right, 
power and authority to conduct its business and affairs.  Borrower 
has full legal right, power and authority to enter into and perform 
its obligations under the Loan Documents, without the consent or 
approval of any other person, firm, governmental agency or other 
legal entity.  The execution and delivery of this Agreement, the 
borrowing hereunder, the execution and delivery of each Loan 
Document to which Borrower is a party, and the performance by 
Borrower of its obligations thereunder are within the corporate 
powers of Borrower and have been duly authorized by all 
necessary corporate action properly taken and Borrower has 
received all necessary governmental approvals, if any, that are 
required.  The officer(s) executing this Agreement, the Note and 
all of the other Loan Documents to which Borrower is a party are 
duly authorized to act on behalf of Borrower.

(d)	Validity and Binding Effect.  This Agreement and 
the other Loan Documents are the legal, valid and binding 
obligations of the Borrower, enforceable in accordance with their 
respective terms, subject to limitations imposed by bankruptcy, 
insolvency, moratorium or other similar laws affecting the rights 
of creditors generally or the application of general equitable 
principles.

(e)	Capitalization.  As of the date hereof, the 
authorized capital stock of Borrower consists solely of 2,000,000 
shares of common stock, $0.50 par value per share ("Common 
Stock"), of which 1,022,911 shares are issued and outstanding 
(the "Shares") and 143,738 shares of which are reserved for 
issuance upon exercise of the Stock Purchase Warrant dated as of 
the date hereof and issued to Lender (the "Warrant") and 
10,000,000 shares of Preferred Stock of which 0 are issued and 
outstanding; provided, however, that the number of shares 
reserved for issuance upon exercise of the Warrant may be 
increased from time to time in accordance with the term of the 
Warrant.  Attached hereto as Schedule 2.1(e) as a table showing 
the capitalization of Borrower, as of the date hereof, on a fully 
diluted basis.  As of the date hereof, Borrower does not have 
outstanding any stock or securities convertible or exchangeable 
for any shares of its Common Stock or containing any profit 
participation features, and does not have outstanding any rights 
or options to subscribe for or to purchase its Common Stock or 
any stock appreciation rights or phantom stock plans, except as 
set forth on Schedule 2.1(e) and the Warrant.  Schedule 2.1(e) 
accurately sets forth the following with respect to all outstanding 
options and rights to acquire the Borrower's Common Stock: (i) 
the total number of shares issuable upon exercise of all 
outstanding options; (ii) the range of exercise prices for all such 
outstanding options; (iii) the number of shares issuable, the 
exercise price and the expiration date for each such outstanding 
option; and (iv) with respect to all outstanding options, warrants 
and rights to acquire Borrower's capital stock other than the 
Warrant, the holder, the number of shares covered, the exercise 
price and the expiration date.  As of the date hereof, Borrower is 
not subject to any obligation (contingent or otherwise) to 
repurchase, redeem, retire or otherwise acquire any shares of its 
capital stock or any warrants, options or other rights to acquire its 
capital stock, except as set forth in the Warrant or on Schedule 
2.1(e).  As of the date hereof, all of the outstanding shares of 
Borrower's capital stock are validly issued, fully paid and 
nonassessable.  Except as set forth on Schedule 2.1(e), there are 
no statutory or contractual preemptive rights, rights of first 
refusal, anti-dilution rights or any similar rights, held by 
stockholders or option holders of Borrower, with respect to the 
issuance of the Warrant or the issuance of the Common Stock 
upon exercise of the Warrant and all such rights have been 
effectively waived with regard to the issuance of the Warrant, the 
exercise of the Warrant and the issuance of the Common Stock 
upon exercise of the Warrant.  Borrower has not violated any 
applicable federal or state securities laws in connection with the 
offer, sale or issuance of any of its capital stock, and the offer, 
sale and issuance of the Warrant hereunder do not require 
registration under the Securities Act of 1933, as amended, or any 
applicable state securities laws.  To the best of Borrower's 
knowledge, there are no agreements among Borrower's 
shareholders with respect to any other aspect of Borrower's 
affairs, except as set forth on Schedule 2.1(e).

(f)	Trademarks, Patents, Etc.  Schedule 2.1(f) is an 
accurate and complete list of all patents, trademarks, tradenames, 
trademark registrations, service names, service marks, copyrights, 
licenses, formulas and applications therefor owned by Borrower 
or used or required by Borrower in the operation of its business, 
title to each of which is, except as set forth in Schedule 2.1(f) 
hereto, held by Borrower free and clear of all adverse claims, 
liens, security agreements, restrictions or other encumbrances.  
Except as set forth in Schedule 2.1(f), Borrower owns or 
possesses adequate (and will use its best efforts to obtain as 
expediently as possible any additional) licenses or other rights to 
use all patents, trademarks, trade names, service marks, trade 
secrets or other intangible property rights and know-how 
necessary to entitle Borrower to conduct its business as presently 
being conducted.  There is no infringement action, lawsuit, claim 
or complaint which asserts that Borrower's operations violate or 
infringe the rights or the trade names, trademarks, trademark 
registrations, service names, service marks or copyrights of others 
with respect to any apparatus or method of Borrower or any 
adversely held trademarks, trade names, trademark registrations, 
service names, service marks or copyrights, and Borrower is not 
in any way making use of any confidential information or trade 
secrets of any person, except with the consent of such person.  
Except as set forth in Schedule 2.1(f), Borrower has taken 
reasonable steps to protect its proprietary information (except 
disclosure of source codes pursuant to licensing agreements) and 
is the lawful owner of the proprietary information free and clear 
of any claim of any third party.  As used herein, "proprietary 
information" includes without limitation, (i) any computer 
programming language, software (excluding software licensed 
from third parties), hardware, firmware or related documentation, 
inventions, technical and nontechnical data related thereto, and 
(ii) other documentation, inventions and data related to patterns, 
plans, methods, techniques, drawings, finances, customer lists, 
suppliers, products, special pricing and cost information, designs, 
processes, procedures, formulas, research data owned or used by 
Borrower or marketing studies conducted by Borrower, all of 
which Borrower considers to be commercially important and 
competitively sensitive and which generally has not been 
disclosed to third parties.

(g)	No Conflicts.  Consummation of the transactions 
contemplated hereby and the performance of the obligations of 
Borrower under and by virtue of the Loan Documents do not 
conflict with, and will not result in any breach of, or constitute a 
default or trigger a lien under, any mortgage, security deed or 
agreement, deed of trust, lease, bank loan or credit agreement, 
corporate charter or bylaws, agreement or certificate of limited 
partnership, partnership agreement, license, franchise or any other 
instrument or agreement to which Borrower is a party or by which 
Borrower or its respective properties may be bound or affected or 
to which Borrower has not obtained an effective waiver.

(h)	Litigation.  There are no actions, suits, 
arbitrations, administrative hearings or other proceedings 
pending, or, to the knowledge of Borrower threatened, against or 
affecting Borrower or any of Borrower's property or involving 
the validity or enforceability of any of the Loan Documents at law 
or in equity, or before any governmental or administrative 
agency.  To Borrower's knowledge, Borrower is not subject to 
any order, writ, injunction, decree or demand of any court or any 
governmental authority.

(i)	Financial Statements.  The financial statements of 
Tytronics (Borrower's predecessor) dated September 30, 1997, 
and the interim financial statements of Borrower dated June 30, 
1998, which are attached hereto as Schedule 2.1(i)(A), are true 
and correct in all material respects, have been prepared on the 
basis of generally accepted accounting principles consistently 
applied, and fairly present the financial condition of Borrower as 
of the date(s) thereof.  No material adverse change has occurred 
in the financial condition of Borrower since the date(s) thereof, 
and no additional borrowings have been made by Borrower since 
the date(s) thereof other than as set forth on Schedule 2.1(i)(B).

(j)	Other Agreements; No Defaults.  Borrower is not 
a party to any indenture, loan or credit agreement, lease or other 
agreement or instrument, or subject to any charter or corporate 
restriction, that could have a material adverse effect on the 
business, properties, assets, operations or conditions, financial or 
otherwise, of Borrower, or the ability of Borrower to carry out its 
obligations under the Loan Documents to which it is a party.  
Borrower is not in default in any respect in the performance, 
observance or fulfillment of any of the obligations, covenants or 
conditions contained in any agreement or instrument material to 
its business to which it is a party, including but not limited to this 
Agreement and the other Loan Documents, and no other default 
or event has occurred and is continuing that with notice or the 
passage of time or both would constitute a default or event of 
default under any of same.

(k)	Compliance With Law.  Borrower has obtained all 
necessary licenses, permits and approvals and authorizations 
necessary or required in order to conduct its business and affairs 
as heretofore conducted and as hereafter intended to be 
conducted.  Borrower is in compliance with all laws, regulations, 
decrees and orders applicable to it (including but not limited to 
laws, regulations, decrees and orders relating to environmental, 
occupational and health standards and controls, antitrust, 
monopoly, restraint of trade or unfair competition), except to the 
extent that any noncompliance, in the aggregate, cannot 
reasonably be expected to have a material adverse effect on its 
business, operations, property or financial condition and will not 
materially adversely affect Borrower's ability to perform its 
obligations under the Loan Documents.

(l)	Debt.  Schedule 2.1(l) is a complete and correct 
list of all credit agreements, indentures, purchase agreements, 
promissory notes and other evidences of indebtedness, guaranties, 
capital leases and other instruments, agreements and 
arrangements presently in effect providing for or relating to 
extensions of credit (including agreements and arrangements for 
the issuance of letters of credit or for acceptance financing) in 
respect of which the Borrower or any of its properties is in any 
manner directly or contingently obligated and the maximum 
principal or face amounts of the credit in question that are 
outstanding and that can be outstanding are correctly stated, and 
all liens of any nature given or agreed to be given as security 
therefor are correctly described or indicated in Schedule 2.1(l).

(m)	Taxes.  Borrower has filed or caused to be filed all 
tax returns that are required to be filed (except for returns that 
have been appropriately extended), and has paid, or will pay when 
due, all taxes shown to be due and payable on said returns and all 
other taxes, impositions, assessments, fees or other charges 
imposed on it by any governmental authority, agency or 
instrumentality, prior to any delinquency with respect thereto 
(other than taxes, impositions, assessments, fees and charges 
currently being contested in good faith by appropriate 
proceedings, for which appropriate amounts have been reserved). 
 No tax liens have been filed against Borrower or any of its 
property.

(n)	Certain Transactions.  Except as set forth on 
Schedule 2.1(n) hereto, Borrower is not indebted, directly or 
indirectly, to any of its shareholders, officers or directors or to 
their respective spouses or children, in any amount whatsoever, 
and none of said shareholders, officers or directors or any 
members of their immediate families, are indebted to Borrower 
or have any direct or indirect ownership interest in any firm or 
corporation with which Borrower has a business relationship, or 
any firm or corporation which competes with Borrower, except 
that shareholders, officers and/or directors of Borrower may own 
no more than 4.9% of outstanding stock of publicly traded 
companies which may compete with Borrower.  No shareholder, 
officer or director or any member of their immediate families, is, 
directly or indirectly, interested in any material contract with 
Borrower.  Borrower is not a guarantor or indemnitor of any 
indebtedness of any other person, firm, corporation or other legal 
entity.

(o)	Small Business Concern.  Borrower, together with 
its "affiliates" (as that term is defined in Title 13, Code of Federal 
Regulations,  121.103), is a "small business concern" within the 
meaning of the Small Business Investment Act of 1958, as 
amended, and the regulations promulgated thereunder.  The 
information set forth in the Small Business Administration Forms 
480, 652 and Parts A and B of Form 1031 regarding Borrower 
upon delivery, pursuant to Section 4.1 hereof, will be accurate 
and complete.  Borrower does not presently engage in, and it will 
not hereafter engage in, any activities, and Borrower will not use 
directly or indirectly, the proceeds from the Loan, for any purpose 
for which a Small Business Investment Company is prohibited 
from providing funds by the Small Business Investment Act and 
the regulations thereunder, including Title 13, Code of Federal 
Regulations 107.720.

(p)	Statements Not False or Misleading.  No 
representation or warranty given as of the date hereof by 
Borrower contained in this Agreement or any schedule attached 
hereto or any statement in any document, certificate or other 
instrument furnished or to be furnished by Borrower to Lender 
pursuant hereto, taken as a whole, contains or will (as of the time 
so furnished) contain any untrue statement of a material fact, or 
omits or will (as of the time so furnished) omit to state any 
material fact which is necessary in order to make the statements 
contained therein not misleading.

(q)	Margin Regulations. Borrower is not engaged in 
the business of extending credit for the purpose of purchasing or 
carrying margin stock.  No proceeds received pursuant to this 
Agreement will be used to purchase or carry any equity security 
of a class which is registered pursuant to Section 12 of the 
Securities Exchange Act of 1934, as amended.

(r)	Significant Contracts.  Schedule 2.1(r) is a 
complete and correct list of all contracts, agreements and other 
documents pursuant to which Borrower receives revenues in 
excess of $75,000 per fiscal year or has committed to make 
expenditures in excess of $75,000 per fiscal year.  Each such 
contract, agreement and other document is in full force and effect 
as of the date hereof and Borrower knows of no reason why such 
contracts, agreements and other documents would not remain in 
full force and effect pursuant to the terms thereof.

(s)	Environment.  Borrower has duly complied with, 
and its business, operations, assets, equipment, property, 
leaseholds or other facilities are in compliance with, the 
provisions of all federal, state and local environmental, health, 
and safety laws, codes and ordinances, and all rules and 
regulations promulgated thereunder.  Borrower has been issued 
and will maintain all required federal, state and local permits, 
licenses, certificates and approvals relating to (i) air emissions; 
(ii) discharges to surface water or groundwater; (iii) noise 
emissions; (iv) solid or liquid waste disposal; (v) the use, 
generation, storage, transportation or disposal of toxic or 
hazardous substances or wastes (which shall include any and all 
such materials listed in any federal, state or local law, code or 
ordinance and all rules and regulations promulgated thereunder as 
hazardous or potentially hazardous); or (vi) other environmental, 
health or safety matters.  Borrower has not received notice of, or 
knows of, or suspects facts which might constitute any violations 
of any federal, state or local environmental, health or safety laws, 
codes or ordinances, and any rules or regulations promulgated 
thereunder with respect to its businesses, operations, assets, 
equipment, property, leaseholds, or other facilities.  Except in 
accordance with a valid governmental permit, license, certificate 
or approval, to Borrower's knowledge, there has been no 
emission, spill, release or discharge into or upon (i) the air; 
(ii) soils, or any improvements located thereon; (iii) surface water 
or groundwater; or (iv) the sewer, septic system or waste 
treatment, storage or disposal system servicing the premises, of 
any toxic or hazardous substances or wastes at or from the 
premises; and accordingly the premises of Borrower are free of all 
such toxic or hazardous substances or wastes.  There has been no 
complaint, order, directive, claim, citation or notice by any 
governmental authority or any person or entity with respect to 
(i) air emissions; (ii) spills, releases or discharges to soils or 
improvements located thereon, surface water, groundwater or the 
sewer, septic system or waste treatment, storage or disposal 
systems servicing the premises; (iii) noise emissions; (iv) solid or 
liquid waste disposal; (v) the use, generation, storage, 
transportation or disposal of toxic or hazardous substances or 
waste; or (vi) other environmental, health or safety matters 
affecting Borrower or its business, operations, assets, equipment, 
property, leaseholds or other facilities.  Borrower does not have 
any indebtedness, obligation or liability (absolute or contingent, 
matured or not matured), with respect to the storage, treatment, 
cleanup or disposal of any solid wastes, hazardous wastes or other 
toxic or hazardous substances (including without limitation any 
such indebtedness, obligation, or liability with respect to any 
current regulation, law or statute regarding such storage, 
treatment, cleanup or disposal).

(t)	Fees/Commissions.  Borrower has not agreed to 
pay any finder's fee, commission, origination fee (except for the 
processing and commitment fees due pursuant to Section 1.2 
hereof and a commission payable to Gateway Financial Group in 
the amount of $60,000) or other fee or charge to any person or 
entity with respect to the Loan and investment transactions 
contemplated hereunder.

(u)	ERISA.  Borrower is in compliance in all material 
respects with all applicable provisions of Title IV of the 
Employee Retirement Income Security Act of 1974, Pub. L. No. 
93-406, September 2, 1974, 88 Stat. 829, 29 U.S.C.A. 1001 et 
seq. (1975), as amended form time to time ("ERISA").  Neither 
a reportable event nor a prohibited transaction (as defined in 
ERISA) has occurred and is continuing with respect to any 
pension plan that is subject to the requirements of ERISA (a 
"Plan"); no notice of intent to terminate a Plan has been filed nor 
has any Plan been terminated; no circumstances exist which 
constitute grounds entitling the Pension Benefit Guaranty 
Corporation (together with any entity succeeding to or all of its 
functions, the "PBGC") to institute proceedings to terminate, or 
appoint a trustee to administer, a Plan, nor has the PBGC 
instituted any such proceedings; neither Borrower nor any 
commonly controlled entity (as defined in ERISA) has 
completely or partially withdrawn from a multiemployer plan (as 
defined in ERISA); Borrower and each commonly controlled 
entity has met its minimum funding requirements under ERISA 
with respect to all of its Plans and the present fair market value of 
all Plan property exceeds the present value of all vested benefits 
under each Plan, as determined on the most recent valuation date 
of the Plan and in accordance with the provisions of ERISA and 
the regulations thereunder for calculating the potential liability of 
Borrower or any commonly controlled entity to the PBGC or the 
Plan under Title IV or ERISA; and neither Borrower nor any 
commonly controlled entity has incurred any liability to the 
PBGC under ERISA.	

(v)	Title to Properties.  Borrower has good, 
indefeasible and insurable title to, or valid leasehold interests in, 
all its real properties and good title to its other assets, free and 
clear of all liens other than Permitted Liens (as defined in Section 
3.15 hereof).

(w)	Limited Offering of Note and Warrant.  Neither 
Borrower nor anyone acting on its behalf has offered the Note, the 
Warrant or any similar securities for sale to, or solicited any offer 
to buy any of the same from, or otherwise approached or 
negotiated in respect thereof, with, any person other than Lender 
and not more than 35 other institutional investors.  Neither 
Borrower nor anyone acting on its behalf has taken, or will take, 
any action which would subject the issuance or sale of the Note 
and Warrant to Section 5 of the Securities Act of 1933, as 
amended, or the registration or qualification provisions of the 
blue sky laws of any state.

(x)	Registration Rights.  Except as described in the 
Warrant, Borrower is not under any obligation to register under 
the Securities Act of 1933, as amended, or the Trust Indenture 
Act of 1939, as amended, any of its presently outstanding 
securities or any of its securities that may subsequently be issued.

(y)	Employees.  Borrower has no current labor 
problems or disputes which have resulted or Borrower reasonably 
believes could be expected to have a material adverse effect on 
the operations, properties or financial condition of Borrower, or 
Borrower's ability to perform its obligations hereunder.

(z)	Issuance Taxes.  All taxes imposed on Borrower 
in connection with the issuance, sale and delivery of the Note, the 
Warrant and the capital stock issuable upon exercise of the 
Warrant have been or will be fully paid, and all laws imposing 
such taxes have been or will be fully satisfied by Borrower.

(aa)	Solvency.  As of the date hereof and giving effect 
to the making of the Loan,  Borrower (i) has capital sufficient to 
carry on its business and transactions and all business and 
transactions in which it is about to engage and is able to pay its 
debts as they mature, (ii) owns property having a value, both at 
fair valuation and at present fair saleable value, greater than the 
amount required to pay its probable liabilities (including 
contingencies), and (iii) does not believe that it will incur debts 
or liabilities beyond its ability to pay such debts or liabilities as 
they mature.

(bb)	Location of Properties, Places of Business.  The 
only jurisdictions in which Borrower maintains any tangible 
personal property or carries on business are as listed in Schedule 
2.1(bb) hereto.  All billings for the supply of goods and services 
by Borrower are made from, and require payment to be made to, 
the chief executive office of the Borrower.

(cc)	Year 2000 Compatibility. Borrower has reviewed 
its financial accounting systems and other computer systems for 
year 2000 compatibility and is taking all necessary steps to ensure 
that such issues will not have a material adverse effect on 
Borrower's business, operations, property or financial condition.

	ARTICLE 3
	COVENANTS AND AGREEMENTS

Borrower covenants and agrees that during the term of this 
Agreement:

3.1	Payment of Obligations.  Borrower shall pay the 
indebtedness evidenced by the Note according to the terms thereof, and 
shall timely pay or perform, as the case may be, all of the other 
obligations of Borrower to Lender, direct or contingent, however 
evidenced or denominated, and however and whenever incurred, 
including but not limited to indebtedness incurred pursuant to any present 
or future commitment of Lender to Borrower, together with interest 
thereon, and any extensions, modifications, consolidations and/or 
renewals thereof and any notes given in payment thereof.

3.2	Financial Statements and Reports.  Borrower shall furnish 
to Lender (a) as soon as practicable and in any event within one hundred 
twenty (120) days after the end of each fiscal year of Borrower, an 
audited balance sheet of Borrower as of the close of such fiscal year, an 
audited statement of operations of Borrower as of the close of such fiscal 
year and an audited statement of cash flows for Borrower for such fiscal 
year, prepared in accordance with generally accepted accounting 
principles consistently applied and accompanied by an unqualified audit 
report prepared by an independent certified public accountant acceptable 
to Lender showing the financial condition of Borrower at the close of 
such fiscal year and the results of its operations during such fiscal year 
and accompanied by a certificate of the President of Borrower, stating 
that to the best of the knowledge of such officer, Borrower has kept, 
observed, performed and fulfilled each covenant, term and condition of 
this Agreement and the other Loan Documents during the preceding fiscal 
year and that no Event of Default has occurred and is continuing (or if an 
Event of Default has occurred and is continuing, specifying the nature of 
same, the period of existence of same and the action Borrower proposes 
to take in connection therewith), (b) within thirty (30) days of the end of 
each calendar month, a status report indicating the financial performance 
of Borrower during such month and the financial position of Borrower as 
of the end of such month in the format required by Lender (which format 
will be delivered to Borrower on a diskette), (c) within forty-five (45) 
days of the end of each quarter, a balance sheet of Borrower as of the 
close of such quarter and a statement of operations of Borrower as of the 
close of such quarter, all in reasonable detail, and prepared substantially 
in accordance with generally accepted accounting principles consistently 
applied (except for the absence of footnotes and subject to year-end 
adjustments), and (d) with reasonable promptness, such other financial 
data, including without limitation, accounts receivable agings,  as Lender 
may reasonably request.  Without Lender's prior written consent (except 
as required by FASB), Borrower shall not modify or change any 
accounting policies or procedures, including Borrower's fiscal year, in 
effect on the date hereof.

3.3	Maintenance of Books and Records; Inspection.   
Borrower shall maintain its books, accounts and records in accordance 
with generally accepted accounting principles consistently applied, and 
after reasonable notice from Lender permit Lender, its officers and 
employees and any professionals designated by Lender in writing, at 
Borrower's expense, to visit and inspect any of its properties, corporate 
books and financial records, and to discuss its accounts, affairs and 
finances with Borrower or the principal officers of Borrower during 
reasonable business hours, all at such times as Lender may reasonably 
request; provided that no such inspection shall materially interfere with 
the conduct of Borrower's business.

3.4	Insurance.  Without limiting any of the requirements of 
any of the other Loan Documents, Borrower shall maintain, in amounts 
customary for entities engaged in comparable business activities, (a) to 
the extent required by applicable law, worker's compensation insurance 
(or maintain a legally sufficient amount of self insurance against worker's 
compensation liabilities, with adequate reserves, under a plan approved 
by Lender, such approval not to be unreasonably withheld or delayed), 
and (b) fire and "all risk" casualty insurance on its properties against such 
hazards and in at least such amounts as are customary in Borrower's 
business.  Borrower will make reasonable efforts to obtain and maintain 
public liability insurance in an amount, and at a cost, deemed reasonable 
to the Borrower's Board of Directors.  At the request of Lender, Borrower 
will deliver forthwith a certificate specifying the details of such insurance 
in effect.

3.5	Taxes and Assessments.  Borrower shall (a) file all tax 
returns and appropriate schedules thereto that are required to be filed 
under applicable law, prior to the date of delinquency, (b) pay and 
discharge all taxes, assessments and governmental charges or levies 
imposed upon Borrower upon its income and profits or upon any 
properties belonging to it, prior to the date on which penalties attach 
thereto, and (c) pay all taxes, assessments and governmental charges or 
levies that, if unpaid, might become a lien or charge upon any of its 
properties; provided, however, that Borrower in good faith may contest 
any such tax, assessment, governmental charge or levy described in the 
foregoing clauses (b) and (c) so long as appropriate reserves in 
accordance with generally accepted accounting principles are maintained 
with respect thereto.  

3.6	Corporate Existence.  Borrower shall maintain its 
corporate existence and good standing in the state of its incorporation, 
and its qualification and good standing as a foreign corporation in each 
jurisdiction in which such qualification is necessary pursuant to 
applicable law.

3.7	Compliance with Law and Other Agreements.  Except 
where the failure to do so would not materially adversely affect 
Borrower's operations, properties, financial condition or its ability to 
fulfill its obligations under the Loan Documents, Borrower shall maintain 
its business operations and property owned or used in connection 
therewith in compliance with (a) all applicable federal, state and local 
laws, regulations and ordinances governing such business operations and 
the use and ownership of such property, and (b) all agreements, licenses, 
franchises, indentures and mortgages to which Borrower is a party or by 
which Borrower or any of its properties is bound.  Without limiting the 
foregoing, Borrower shall pay all of its indebtedness promptly in 
accordance with the terms thereof.

3.8	Notice of Default; Perceived Breach.  Borrower shall give 
written notice to Lender of the occurrence of any default, event of default 
or Event of Default under this Agreement or any other Loan Document 
promptly upon the occurrence thereof. 

3.9	Notice of Litigation.  Borrower shall give notice, in 
writing, to Lender of (a) any actions, suits or proceedings, instituted by 
any persons whomsoever against Borrower or affecting any of the assets 
of Borrower wherein the amount at issue is in excess of Fifty Thousand 
and No/100ths Dollars ($50,000.00) and (b) any dispute, not resolved 
within sixty (60) days of the commencement thereof, between Borrower 
on the one hand and any governmental regulatory body on the other hand, 
which dispute might materially interfere with the normal operations of 
Borrower.

3.10	Conduct of Business.  Borrower will continue to engage 
in a business of the same general type and manner as conducted by it on 
the date of this Agreement.

3.11	ERISA Plan.  If Borrower has in effect, or hereafter 
institutes, a Plan that is subject to the requirements of  ERISA, then the 
following warranty and covenants shall be applicable during such period 
as any such Plan shall be in effect:  (a) Borrower hereby warrants that no 
fact that might constitute grounds for the involuntary termination of the 
Plan, or for the appointment by the appropriate United States District 
Court of a trustee to administer the Plan, exists at the time of execution 
of this Agreement; (b) Borrower hereby covenants that throughout the 
existence of the Plan, Borrower's contributions under the Plan will meet 
the minimum funding standards required by ERISA and Borrower will 
not institute a distress termination of the Plan; and (c) Borrower 
covenants that it will send to Lender a copy of any notice of a reportable 
event (as defined in ERISA) required by ERISA to be filed with the 
Labor Department or the Pension Benefit Guaranty Corporation, at the 
time that such notice is so filed.

3.12	Dividends, Distributions, Stock Rights, etc.  Without the 
prior written consent of Lender, Borrower shall not declare or pay any 
dividend of any kind (other than stock dividends payable to all holders of 
any class of capital stock), in cash or in property, on any class of the 
capital stock of Borrower (except for the repurchase of the stock of 
terminated employees (other than Jack Wolfe) which shall not exceed 
$25,000 per year in the aggregate and the repurchase of the stock of J. 
Michael Doherty and Martha Doherty in an amount not to exceed 
$32,000), or purchase, redeem, retire or otherwise acquire for value any 
shares of such stock, nor make any distribution of any kind in cash or 
property in respect thereof, nor make any return of capital of 
shareholders, nor make any payments in cash or property in respect of 
any stock options, stock bonus or similar plan nor grant any preemptive 
rights with respect to the capital stock of Borrower.  

3.13	Guaranties; Loans; Payment of Debt.  Without the prior 
written consent of Lender, Borrower shall not guarantee nor be liable in 
any manner, whether directly or indirectly, or become contingently liable 
after the date of this Agreement in connection with the obligations or 
indebtedness of any person or entity whatsoever, except for the 
endorsement of negotiable instruments payable to Borrower for deposit 
or collection in the ordinary course of business.  Without the prior written 
consent of Lender, Borrower shall not (a) make any loan, advance or 
extension of credit to any person other than in the normal course of its 
business, or (b) make any payment on any subordinated debt except in 
accordance with subordination agreements in effect on the date hereof 
and with respect to Permitted Liens as defined in Section 3.15, and other 
than trade payables incurred in the ordinary course of Borrower's 
business. 

3.14	Debt.  Without the prior written consent of Lender, 
Borrower shall not create, incur, assume or suffer to exist indebtedness 
of any description whatsoever, excluding:

(a)	the indebtedness evidenced by the Note;
(b)	the endorsement of negotiable instruments payable to 
Borrower for deposit or collection in the ordinary course 
of business;
(c)	trade payables incurred in the ordinary course of business 
(each of which, individually, does not exceed $75,000); 
and
(d)	the indebtedness listed on Schedule 2.1(l) hereto which 
shall include debt senior to Lender in an amount not to 
exceed $2.0 million. 
(e)	Commencing January 1, 1999, "Total Funded Long Term 
Debt" (excluding current portion) in amounts less than the 
product of 4.7 x Earnings Before Interest, Taxes, 
Depreciation and Amortization, determined in accordance 
with generally accepted accounting principles on a twelve 
(12) month trailing basis ("EBITDA") at the end of each 
fiscal quarter.  Beginning January 1, 2001, Borrower shall 
not be permitted to incur Total Funded Long Term Debt 
in excess of 4.5 x EBITDA calculated in accordance with 
the previous sentence.

3.15	No Liens.  Without prior written consent of Lender, 
Borrower shall not create, incur, assume or suffer to exist any lien, 
security interest, security title, mortgage, deed of trust or other 
encumbrance upon or with respect to any of its assets, now owned or 
hereafter acquired, except the following permitted liens (the "Permitted 
Liens"):

(a)	liens in favor of Lender;
(b)	liens for taxes or assessments or other governmental 
charges or levies if not yet due and payable;
(c)	liens on leased equipment granted in connection with the 
leasing of such equipment in favor of the lessor of such 
equipment; 
(d)	liens described on Schedule 2.1(l) hereto. 

3.16	Mergers, Consolidations, Acquisitions and Sales.  Without 
the prior written consent of Lender, Borrower shall not (a) be a party to 
any merger, consolidation or corporate reorganization, to the extent the 
Borrower is not the surviving entity (b) sell, transfer, convey, or lease all 
or any substantial part of its assets, nor (c) create any Subsidiaries nor 
convey any of its assets to any Subsidiary.  In the event that Borrower 
shall acquire all or substantially all of the assets or stock of, or any 
partnership or joint venture interest in, any other person, firm or entity, 
and shall issue indebtedness to the sellers thereof (to the extent permitted 
under Section 3.14), such indebtedness shall be subordinate to the Loan 
on terms acceptable to Lender.

3.17	Transactions With Affiliates.  Borrower shall not enter 
into any transaction, including, without limitation, the purchase, sale or 
exchange of property or the rendering of any service, with any affiliate, 
except in the ordinary course of and pursuant to the reasonable 
requirements of Borrower's business and upon fair and reasonable terms 
no less favorable to Borrower than Borrower would obtain in a 
comparable arm's length transaction with a person not an affiliate.  For 
the purposes of this Section 3.17, "affiliate" shall mean a person, 
corporation, partnership or other entity controlling, controlled by or under 
common control with Borrower.

3.18	Employment Contracts.  Without the prior written consent 
of Lender, Borrower shall not (a) enter into any employment agreement 
or other written compensation agreement that has a term of greater than 
one year with any of Borrower's executive officers or (b) increase total 
compensation paid to the executive officers of Borrower by more than ten 
percent (12.5%) per year.

3.19	Environment.  Borrower shall be and remain in 
compliance with the provisions of all federal, state and local 
environmental, health, and safety laws, codes and ordinances, and all 
rules and regulations issued thereunder; notify Lender immediately of any 
notice of a hazardous discharge or environmental complaint received 
from any governmental agency or any other party; notify Lender 
immediately of any hazardous discharge from or affecting its premises; 
immediately contain and remove the same, in compliance with all 
applicable laws; promptly pay any fine or penalty assessed in connection 
therewith; permit Lender to inspect the premises, to conduct tests thereon, 
and to inspect all books, correspondence, and records pertaining thereto; 
and at Lender's request, and at Borrower's expense, provide a report of a 
qualified environmental engineer, satisfactory in scope, form, and content 
to Lender, and such other and further assurances reasonably satisfactory 
to Lender that the condition has been corrected.

3.20	Landlord Consents.  Borrower shall use its best efforts to 
obtain a Landlord Consent  and Subordination of Lien, in a form 
reasonably satisfactory to Lender, from each landlord from whom 
Borrower now or hereafter may lease space.


	ARTICLE 4
	CONDITIONS TO CLOSING

4.1	Closing of the Loan.  The obligation of Lender to fund the 
Loan on the date hereof (the "Closing Date") is subject to the fulfillment, 
on or prior to the Closing Date, of each of the following conditions:

(a)	Borrower shall have performed and complied in 
all material respects with all of the covenants, agreements, 
obligations and conditions required by this Agreement.

(b)	Lender shall have received an opinion of the 
Borrower's counsel, Bowditch & Dewey, dated the Closing Date, 
in form and substance satisfactory to Lender's counsel, Caldwell 
& Caldwell, P.C.

(c)	Borrower shall have delivered to Lender a Note 
executed by Borrower, in form and substance satisfactory to 
Lender.

(d)	Borrower shall have delivered to Lender a Stock 
Purchase Warrant executed by Borrower, in form and substance 
satisfactory to Lender, and the related Warrant Valuation Letter 
executed by Borrower.

(e)	Borrower shall have delivered to Lender a 
Security Agreement and related UCC-1 Financing Statement(s), 
executed by Borrower, each of which is in form and substance 
satisfactory to Lender.

(f)	Borrower shall have delivered to Lender a 
Landlord's Consent and Subordination of Lien, executed by each 
of Borrower's landlords, in form and substance satisfactory to 
Lender.

(g)	Borrower shall have delivered to Lender an 
Intellectual Property Security Agreement executed by Borrower, 
in form and substance satisfactory to Lender.

(h)	Borrower shall have delivered to Lender an 
Authorization Agreement for Pre-Authorized Payments (Debit) 
executed by Borrower, in form and substance satisfactory to 
Lender.

(i)	Borrower shall have delivered to Lender the Small 
Business Administration Forms 480, 652 and 1031 (Parts A and 
B) completed by Borrower.

(j)	Borrower shall have delivered to Lender the Small 
Business Administration Economic Impact Assessment 
completed by Borrower, in form and substance satisfactory to 
Lender.

(k)	Borrower shall have delivered to Lender an 
Escrow Agreement, executed by Borrower, in form and substance 
satisfactory to Lender.

(l)	Borrower shall have delivered to Lender copies of 
the corporate charter and other publicly filed organizational 
documents of Borrower, certified by the Secretary of State or 
other appropriate public official in the jurisdiction in which 
Borrower is incorporated.

(m)	Borrower shall have delivered to Lender certified 
(as of the date of this Agreement) copies of all corporate action 
taken by Borrower, including resolutions of its Board of 
Directors, authorizing the execution, delivery and performance of 
the Loan Documents.

(n)	Borrower shall have delivered to Lender a 
certificate as to the legal existence and good standing of the 
Borrower, issued by the Secretary of State or other appropriate 
public official in the jurisdiction in which the Borrower is 
incorporated.

(o)	Borrower shall have delivered to Lender 
certificates of the Secretaries of State or other appropriate public 
officials as to Borrower's qualification to do business and good 
standing in each jurisdiction in which a failure to be so qualified 
would have a material adverse effect on its financial condition or 
its ability to conduct its business in the manner now conducted 
and as hereafter intended to be conducted.

(p)	Lender shall enter into a Subordination Agreement 
with Silicon Valley Bank ("Senior Lender") on terms satisfactory 
to Lender.


	ARTICLE 5
	DEFAULT AND REMEDIES

5.1	Events of Default.  The occurrence of any of the following 
shall constitute an Event of Default hereunder:

(a)	Default in the payment of the principal of or 
interest on the indebtedness evidenced by the Note in accordance 
with the terms of the Note, which default is not cured within ten 
(10) days;

(b)	Any misrepresentation by Borrower, any 
guarantor of the Loan, or any Affiliate as to any material matter 
hereunder or under any of the other Loan Documents, or delivery 
by Borrower of any schedule, statement, resolution, report, 
certificate, notice or writing to Lender that is untrue in any 
material respect on the date as of which the facts set forth therein 
are stated or certified;

(c)	Failure of Borrower, any guarantor of the Loan, or 
any Affiliate to perform any of its obligations, covenants or 
agreements under this Agreement, the Note or any of the other 
Loan Documents;

(d)	Borrower (i) shall generally not pay or shall be 
unable to pay its debts as such debts become due, or (ii) shall 
make an assignment for the benefit of creditors or petition or 
apply to any tribunal for the appointment of a custodian, receiver 
or trustee for it or a substantial part of its assets, or (iii) shall 
commence any proceeding under any bankruptcy, reorganization, 
arrangement, readjustment of debt, dissolution or liquidation law 
or statute of any jurisdiction, whether now or hereafter in effect, 
or (iv) shall have had any such petition or application filed or any 
such proceeding commenced against it that is not dismissed 
within sixty (60) days, or (v) shall indicate, by any act or 
intentional and purposeful omission, its consent to, approval of or 
acquiescence in any such petition, application, proceeding or 
order for relief or the appointment of a custodian, receiver or 
trustee for it or a substantial part of its assets, or (vi) shall suffer 
any such custodianship, receivership or trusteeship to continue 
undischarged for a period of sixty (60) days or more;

(e)	Borrower shall be liquidated, dissolved, 
partitioned or terminated, or the charter thereof shall expire or be 
revoked;

(f)	A default or event of default shall occur under any 
of the other Loan Documents and, if subject to a cure right, such 
default or event of default shall not be cured within the applicable 
cure period;

(g)	Borrower shall default in the timely payment or 
performance of any obligation now or hereafter owed to Lender 
in connection with any other indebtedness of Borrower now or 
hereafter owed to Lender; 

(h)	Borrower shall have defaulted and continue to be 
in default in the timely payment of or performance of any 
covenant relating to any other indebtedness or obligation, which 
in the aggregate exceeds Twenty-Five Thousand and No/100ths 
Dollars ($25,000.00) or materially adversely affects Borrower's 
operations, properties or financial condition, including the 
indebtedness owed to Senior Lender;

(i)	Jack E. Wolfe shall not longer serve as an officer 
or director of Borrower; and 

(j)	There shall have occurred a material adverse 
change in Borrower's financial condition, properties or business.

With respect to any Event of Default described above that is 
capable of being cured and that does not already provide its own cure 
procedure (a "Curable Default"), the occurrence of such Curable Default 
shall not constitute an Event of Default hereunder if such Curable Default 
is fully cured and/or corrected within thirty (30) days (ten (10) days, if 
such Curable Default may be cured by payment of a sum of money) of 
notice thereof to Borrower given in accordance with the provisions 
hereof; provided, however, that this provision shall not require notice to 
Borrower and an opportunity to cure any Curable Default of which 
Borrower has had actual knowledge for the requisite number of days set 
forth.

5.2	Acceleration of Maturity; Remedies.   Upon the 
occurrence of any Event of Default described in subsection 5.1(d), the 
indebtedness evidenced by the Note as well as any and all other 
indebtedness of Borrower to Lender shall be immediately due and 
payable in full; and upon the occurrence of any other Event of Default 
described above, Lender at any time thereafter may at its option 
accelerate the maturity of the indebtedness evidenced by the Note as well 
as any and all other indebtedness of Borrower to Lender; all without 
notice of any kind.  Upon the occurrence of any such Event of Default 
and the acceleration of the maturity of the indebtedness evidenced by the 
Note:

(a)	Lender shall be immediately entitled to exercise 
any and all rights and remedies possessed by Lender pursuant to 
the terms of the Note and all of the other Loan Documents; and

(b)	Lender shall have any and all other rights and 
remedies that Lender may now or hereafter possess at law, in 
equity or by statute.

5.3	Remedies Cumulative; No Waiver.  No right, power or 
remedy conferred upon or reserved to Lender by this Agreement or any 
of the other Loan Documents is intended to be exclusive of any other 
right, power or remedy, but each and every such right, power and remedy 
shall be cumulative and concurrent and shall be in addition to any other 
right, power and remedy given hereunder, under any of the other Loan 
Documents or now or hereafter existing at law, in equity or by statute. 
 No delay or omission by Lender to exercise any right, power or remedy 
accruing upon the occurrence of any Event of Default shall exhaust or 
impair any such right, power or remedy or shall be construed to be a 
waiver of any such Event of Default or an acquiescence therein, and 
every right, power and remedy given by this Agreement and the other 
Loan Documents to Lender may be exercised from time to time and as 
often as may be deemed expedient by Lender.

5.4	Proceeds of Remedies.  Any or all proceeds resulting from 
the exercise of any or all of the foregoing remedies shall be applied as set 
forth in the Loan Document(s) providing the remedy or remedies 
exercised, if none is specified, or if the remedy is provided by this 
Agreement, then as follows:

First, to the costs and expenses, including without 
limitation reasonable attorneys' fees and disbursements, incurred 
by Lender in connection with the exercise of its remedies;

Second, to the expenses of curing the default that has 
occurred, in the event that Lender elects, in its sole discretion, to 
cure the default that has occurred;

Third, to the payment of the Obligations of Borrower, 
including but not limited to the payment of the principal of and 
interest on the indebtedness evidenced by the Note, in such order 
of priority as Lender shall determine in its sole discretion; and

Fourth, the remainder, if any, to Borrower or to any other 
person lawfully thereunto entitled.


	ARTICLE 6
	TERMINATION

6.1	Termination of this Agreement.  This Agreement shall 
remain in full force and effect until the payment in full by Borrower of 
the Obligations, at which time Lender shall cancel the Note and deliver 
it to Borrower; provided, however, that the indemnities provided in 
Section 7.15 shall survive the termination of this Agreement.


	ARTICLE 7
	MISCELLANEOUS

7.1	Performance By Lender.  If Borrower shall default in the 
payment, performance or observance of any covenant, term or condition 
of this Agreement, which default is not cured within the applicable cure 
period, then Lender may, at its option, pay, perform or observe the same, 
and all payments made or costs or expenses incurred by Lender in 
connection therewith (including but not limited to reasonable attorneys' 
fees), with interest thereon at the highest default rate provided in the 
Note, shall be immediately repaid to Lender by Borrower and shall 
constitute a part of the Obligations.  Lender shall be the sole judge of the 
necessity for any such actions and of the amounts to be paid.

7.2	Successors and Assigns Included in Parties.  Whenever in 
this Agreement one of the parties hereto is named or referred to, the heirs, 
legal representatives, successors, successors-in-title and assigns of such 
parties shall be included, and all covenants and agreements contained in 
this Agreement by or on behalf of Borrower or by or on behalf of Lender 
shall bind and inure to the benefit of their respective heirs, legal 
representatives, successors-in-title and assigns, whether so expressed or 
not.

7.3	Costs and Expenses.  Borrower agrees to pay all 
reasonable costs and expenses incurred by Lender in connection with the 
making of the Loan, including but not limited to filing fees, recording 
taxes and reasonable attorneys' fees, promptly upon demand of Lender. 
 Borrower further agrees to pay all premiums for insurance required to be 
maintained by Borrower pursuant to the terms of the Loan Documents 
and all of the out-of-pocket costs and expenses incurred by Lender in 
connection with the collection of the Loan, amendment to the Loan 
Documents, or prepayment of the Loan, including but not limited to 
reasonable attorneys' fees, promptly upon demand of Lender.

7.4	Assignment.  The Note, this Agreement and the other 
Loan Documents may be endorsed, assigned and/or transferred in whole 
or in part by Lender, and any such holder and/or assignee of the same 
shall succeed to and be possessed of the rights and powers of Lender 
under all of the same to the extent transferred and assigned.  Lender may 
grant participations in all or any portion of its interest in the indebtedness 
evidenced by the Note, and in such event Borrower shall continue to 
make payments due under the Loan Documents to Lender and Lender 
shall have the sole responsibility of allocating and forwarding such 
payments in the appropriate manner and amounts.  Borrower shall not 
assign any of its rights nor delegate any of its duties hereunder or under 
any of the other Loan Documents without the prior written consent of 
Lender.

7.5	Time of the Essence.  Time is of the essence with respect 
to each and every covenant, agreement and obligation of Borrower 
hereunder and under all of the other Loan Documents.

7.6	Severability.  If any provision(s) of this Agreement or the 
application thereof to any person or circumstance shall be invalid or 
unenforceable to any extent, the remainder of this Agreement and the 
application of such provisions to other persons or circumstances shall not 
be affected thereby and shall be enforced to the greatest extent permitted 
by law.

7.7	Interest and Loan Charges Not to Exceed Maximum 
Allowed by Law.  Anything in this Agreement, the Note or any of the 
other Loan Documents to the contrary notwithstanding, in no event 
whatsoever, whether by reason of advancement of proceeds of the Loan, 
acceleration of the maturity of the unpaid balance of the Loan or 
otherwise, shall the interest and other charges agreed to be paid to Lender 
for the use of the money advanced or to be advanced hereunder exceed 
the maximum amounts collectible under applicable laws in effect from 
time to time.  It is understood and agreed by the parties that, if for any 
reason whatsoever the interest or loan charges paid or contracted to be 
paid by Borrower in respect of the indebtedness evidenced by the Note 
shall exceed the maximum amounts collectible under applicable laws in 
effect from time to time, then ipso facto, the obligation to pay such 
interest and/or loan charges shall be reduced to the maximum amounts 
collectible under applicable laws in effect from time to time, and any 
amounts collected by Lender that exceed such maximum amounts shall 
be applied to the reduction of the principal balance of the indebtedness 
evidenced by the Note and/or refunded to Borrower so that at no time 
shall the interest or loan charges paid or payable in respect of the 
indebtedness evidenced by the Note exceed the maximum amounts 
permitted from time to time by applicable law.

7.8	Article and Section Headings; Defined Terms.  Numbered 
and titled article and section headings and defined terms are for 
convenience only and shall not be construed as amplifying or limiting any 
of the provisions of this Agreement.

7.9	Notices.  Any and all notices, elections or demands 
permitted or required to be made under this Agreement shall be in 
writing, signed by the party giving such notice, election or demand and 
shall be delivered personally, telecopied, or sent by certified mail or 
overnight via nationally recognized courier service (such as Federal 
Express), to the other party at the address set forth below, or at such other 
address as may be supplied in writing and of which receipt has been 
acknowledged in writing.  The date of personal delivery or telecopy or 
two (2) business days after the date of mailing (or the next business day 
after delivery to such courier service), as the case may be, shall be the 
date of such notice, election or demand.  For the purposes of this 
Agreement:

The Address of Lender is:		Sirrom Investments, Inc.
Suite 200
500 Church Street
Nashville, TN 37219
Attention: Evelyn Mordechi
Telecopy No.: 615/726-1208

with a copy to:			Caldwell & Caldwell, P.C.
Suite 200 
500 Church Street
Nashville, TN 37219
Attention: Philip S. Clark, Esq.
Telecopy No.: 615/256-9958

The Address of Borrower is:		Metrisa, Inc.
25 Wiggins Avenue
Bedford, MA 01790
Attention: Jack E. Wolfe
Telecopy No.: 781/275-9665

with a copy to:			Bowditch & Dewey
311 Main Street
Worcester, MA 01608
Attention: David J. Brown, Esq.
Telecopy No.: 508/756-7636

7.10	Entire Agreement.  This Agreement and the other written 
agreements between Borrower and Lender represent the entire agreement 
between the parties concerning the subject matter hereof, and all oral 
discussions and prior agreements are merged herein; provided, if there is 
a conflict between this Agreement and any other document executed 
contemporaneously herewith with respect to the Obligations, the 
provision of this Agreement shall control.  The execution and delivery of 
this Agreement and the other Loan Documents by Borrower were not 
based upon any fact or material provided by Lender, nor was Borrower 
induced or influenced to enter into this Agreement or the other Loan 
Documents by any representation, statement, analysis or promise by 
Lender.

7.11	Governing Law and Amendments.  This Agreement shall 
be construed and enforced under the laws of the State of Tennessee 
applicable to contracts to be wholly performed in such State.  No 
amendment or modification hereof shall be effective except in a writing 
executed by each of the parties hereto.

7.12	Survival of Representations and Warranties.  All 
representations and warranties contained herein or in any of the Loan 
Documents or made by or furnished on behalf of Borrower in connection 
herewith or in any Loan Documents shall survive the execution and 
delivery of this Agreement and the other Loan Documents.

7.13	Counterparts.  This Agreement may be executed in any 
number of counterparts and by different parties to this Agreement in 
separate counterparts, each of which when so executed shall be deemed 
to be an original and all of which taken together shall constitute one and 
the same Agreement.

7.14	Construction and Interpretation.  Should any provision of 
this Agreement require judicial interpretation, the parties hereto agree that 
the court interpreting or construing the same shall not apply a 
presumption that the terms hereof shall be more strictly construed against 
one party by reason of the rule of construction that a document is to be 
more strictly construed against the party that itself or through its agent 
prepared the same, it being agreed that Borrower, Lender and their 
respective agents have participated in the preparation hereof.

7.15	General Indemnification.  Borrower agrees to indemnify 
Lender, its officers, directors, employees and agents (individually, an 
"Indemnified Party" and collectively, the "Indemnified Parties") and each 
of them and agrees to hold each of them harmless from and against any 
and all losses, liabilities, damages, costs, expenses and claims of any and 
every kind whatsoever (except those arising solely by reason of the gross 
negligence or willful misconduct of an Indemnified Party) which may be 
imposed on, incurred by, or asserted against the Indemnified Parties or 
any of them arising by reason of any action or inaction or omission to any 
act legally required of Borrower (including as required pursuant hereto 
or pursuant to any other Loan Document).

7.16	Standard of Care; Limitation of Damages.  Lender shall 
be liable to Borrower only for matters arising from this Agreement or 
otherwise related to the Obligations resulting from Lender's gross 
negligence or willful misconduct, and liability for all other matters is 
hereby waived.  Lender shall not in any event be liable to Borrower for 
special or consequential damages arising from this Agreement or 
otherwise related to the Obligations.

7.17	Consent to Jurisdiction; Exclusive Venue.  Borrower 
hereby irrevocably consents to the jurisdiction of the United States 
District Court for the Middle District of Tennessee and of all Tennessee 
state courts sitting in Davidson County, Tennessee, for the purpose of any 
litigation to which Lender may be a party and which concerns this 
Agreement or the Obligations.  It is further agreed that venue for any such 
action shall lie exclusively with courts sitting in Davidson County, 
Tennessee, unless Lender agrees to the contrary in writing.

7.18	Waiver of Trial by Jury.  LENDER AND BORROWER 
HEREBY KNOWINGLY AND VOLUNTARILY WITH THE 
BENEFIT OF COUNSEL WAIVE TRIAL BY JURY IN ANY 
ACTIONS, PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS, 
WHETHER IN CONTRACT OR TORT OR OTHERWISE, AT LAW 
OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING 
TO THIS AGREEMENT OR THE LOAN DOCUMENTS.

IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement, or have caused this Agreement to be executed by their duly 
authorized officers, as of the day and year first above written.

LENDER:

SIRROM INVESTMENTS, INC., 
a Tennessee corporation

By:_________________________

Title:_______________________


BORROWER:

METRISA, INC.,
a Delaware corporation


By:_________________________

Title:_______________________





	Index of Schedules


Schedule 2.1(b) - Subsidiaries
Schedule 2.1(e) - Capitalization Table
Schedule 2.1(f) - Intellectual Property
Schedule 2.1(i)(A) and (B) - Financial Statements
Schedule 2.1(l) - Debt and Liens
Schedule 2.1(n) - Shareholder Loans
Schedule 2.1(q) - Significant Contracts
Schedule 2.1(aa) - Location of Properties and Place of Business

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