(logo) NATIONAL CANADA                                Two First Union Center
       BUSINESS CORP.                                 Suite 2020
       A NATIONAL BANK                                Charlotte, NC 28282
       OF CANADA SUBSIDIARY                           Telephone: (704) 372-0783
                                                      Fax:       (704) 335-0570


December 11, 1996

Mr. Ralph Dollander
President
NDC Automation, Inc.
3101 Latrobe Drive
Charlotte, NC 28211-4849

Dear Mr. Dollander:

Pursuant to our recent conversations and based on National Canada Business 
Corp.'s (NCBC) review of historical and financial information provided on
NDC Automation, Inc. (hereinafter the "Borrower"), NCBC is pleased to offer the
following financing proposal. Note: NCBC's funding of this proposed loan is
conditioned upon: (i) the completion of a prefinance survey by NCBC, with the
findings of that survey being acceptable to NCBC, ii) the final approval of
NCBC's senior loan committee and iii) documentation of the loan described
herein in a manner acceptable to NCBC.

1.  NCBC proposes a $1,250,000.00 revolving line of credit (the "Line"). The
Line will be secured by a first and otherwise unencumbered lien on Borrower's
accounts receivable, inventory, and a $450,000.00 stand-by letter of credit
issued by a Bank acceptable to NCBC. This will be an "On Demand" loan.

2.  The cost of the Line to Borrower will be calculated as follows: i) the 
interest rate charged on the daily funded debt balance drawn under the Line
will float at (a) National Bank of Canada's Prime Rate (currently 8.25%) +
1.50% and will be due monthly in arrears on that portion of the funded debt
covered by the $450,000.00 stand-by letter of credit and (b) National Bank of
Canada's Prime Rate (currently 8.25%) + 2.75% on the remaining portion of the
funded debt and will be due monthly, in arrears, ii) a Transaction Fee 
calculated as 1.00% of the Line amount will be due at funding and annually
thereafter, such annual fee will be reduced to 0.50% of the Line amount
during those years in which the audited year-end results of the prior year
reports profitable operations, iii) a $500.00 monthly Servicing Fee will be due
the first day of each month, in advance and iv) a Field Exam Fee calculated at
$500.00 per in-office day, plus associated expenses, will be due in arrears. 
(Note: Field Exams are normally done on a quarterly basis and take two to
three days of in-office time.)

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<PAGE>


                              NDC Automation, Inc.
                                                                          Page 2

3.  NCBC proposes advance rates on pledged collateral as follows:

    i) Eighty percent (80%) on Eligible Accounts Receivable. Eligible Accounts
    Receivable are generally described as those created in the ordinary course
    of business in which NCBC has a first perfected security interest, that are
    less than ninety (90) days old from invoice date, not subject to offset, not
    due from a related party, not a foreign account receivable, not subject to
    the "50% Rule" and not otherwise deemed to be ineligible by NCBC. NCBC's
    total advance on the Project Division Accounts Receivable will not exceed
    $300,000.00.

    ii) Fifty percent (50%) on Qualified Inventory. Qualified Inventory is 
    generally described as raw materials and finished goods in which NCBC has
    a first perfected security interest, that is not over stocked, obsolete or
    otherwise deemed to be unqualified by NCBC. NCBC's total advance on
    Qualified Inventory will not exceed $400,000.00.

4.  Collections will be received through a financial institution lockbox/blocked
account to be mutually agreed upon and deposited into a NCBC cash collateral
account. NCBC will collect moneys on the date received in the lockbox/blocked
account and credit Borrower's loan balance for those moneys on the date 
received. NCBC will assess a three (3) days float charge on moneys so applied.

5.  An Inventory Buy-back Agreement, acceptable to NCBC, will be required on
inventory supplied by Netzler & Dahlgren Co. AB.

6.  Reporting procedures acceptable to NCBC related to changes in accounts
receivable, inventory and loan balances will be implemented.

7.  NCBC will require monthly company prepared financial statements and annual
CPA audited financial statements.

8.  Field examinations will be scheduled as determined by NCBC [approximately
every ninety (90) days].

9.  All legal fees, filing fees and other direct costs incurred by NCBC will be
for Borrower's account.

10.  Landlord waivers and/or mortgagee waivers acceptable to NCBC will be 
obtained for any premises where Borrower's collateral is located.

                                      -27-

<PAGE>
                              NDC Automation, Inc.
                                                                          Page 3

11.  In the event that Borrower's loan is repaid in full and NCBC is required to
release its security interest in pledged collateral prior to the passage of 
three (3) full years from the initial funding date of the Line, a Prepayment
Premium will become due from Borrower payable to NCBC. The amount of such
Prepayment Premium, should prepayment occur within the first year following
funding, will be calculated as two percent (2.00%) of the Line amount. If
repayment occurs during the second year following funding, the Prepayment 
Premium will be calculated as one percent (1.0%) of the Line amount.

To accept this proposal, please sign in the space provided and return this
originally executed letter to NCBC no later than December 18, 1996. Under
normal circumstances, NCBC expects to have internal loan approval by January
31, 1997. Include with this letter a deposit check for $10,000.00. This deposit
will be: i) returned upon funding of the loan proposed herein, ii) returned,
less NCBC's direct out-of-pocket expenses should NCBC be unable to issue its
commitment or iii) retained by NCBC as full compensation for its efforts in this
matter should NCBC issue its commitment for a loan substantially as described
herein and Borrower choose not to close and find the loan by February 27, 1997.

NCBC is pleased to be able to make this proposal and looks forward to 
providing you with working capital to meet your financing needs. We hope this
will be the start of a long and mutually beneficial relationship. Please feel
free to call at (704) 372-0783 with any questions.

Sincerely,

/s/ Gregg Simpson

Gregg Simpson
Vice President


Accepted this 18th day of December, 1996

NDC Automation, Inc.

/s/ Ralph Dollander

Ralph Dollander, President

                                -28-

<PAGE>
                    DEVELOPMENT AND DEMONSTRATION AGREEMENT

This document sets forth the agreement of the parties hereto for the
development of an automated, laser guided vehicle ("AGV") system and the
use of the AGV system by the parties as a demonstration unit.


1. DEVELOPMENT. Hyster Company ("Hyster"), NDC Automation, Inc. ("NDC") and
Mentor AGVS, Inc. ("AGVS") shall jointly develop a laser guided demonstration
AGV system. Hyster shall supply its current model Hyster AGV tow tractor.
NDC shall supply a NDC Lazerway laser kit that is compatible with and can
be installed in and used with the Hyster tow tractor. AGVS shall provide 
software and engineering to integrate the two tractor and laser kit and shall
assemble a fully functioning laser guided demonstration AGV system. The 
integration and assembly of the tow tractor, laser kit and software shall
occur at AGVS's facilities in Mentor, Ohio. The developed AGV system will then
be used by Hyster, NDC and AGVS as a demonstration unit with their respective
customers. On termination of this agreement, AGVS shall dismantle and segregate
the goods of each party that make up the AGV system and return them to their
respective owners. No party hereto shall charge any other party any amount for
the supplying of the goods or the performance of the services covered by this
agreement.

2. TITLE; ENCUMBRANCES. Title to the goods supplies by each party shall
remain solely and exclusively in the supplying party. Each party may install
labels or other markings or identification to the goods it supplies,
identifying the goods as belonging to that party. None of the parties shall
permit or allow to attach or continue any lien, security interest or other
encumbrance on or against the goods of another party.

3. USE OF DEMONSTRATION UNIT. The parties will cooperate to mutually schedule
the use of the demonstration AGV system by each of them. The contemplation
is that the demonstration AGV system will be shared equally by the parties
during the term of this agreement.

4. TERM. This agreement shall terminate on November 30, 1997. The agreement
may be terminated earlier by any one of the parties, but only if (a) that
party cannot perform its obligations under the agreement for technical reasons,
or (b) another party, after notice and failure to cure within 30 days of receipt
of notice from the terminating party, is in  default or breach of its 
obligations under this agreement or fails to perform in accordance with any 
time schedule mutually agreed to by all the parties.

5. FREIGHT AND RISK OF LOSS. The cost of freight to ship the goods to AGVS
for integration and assembly shall be borne by the party to whom the
goods belong. During the demonstration phase of this agreement, the party
shipping the AGV system to another party shall be responsible for and pay the

DEVELOPMENT AND DEMONSTRATION AGREEMENT - Page 1
                                         - 29 -

<PAGE>
related freight charges. Freight charges to return the goods of each party on
termination of this agreement shall be borne by the party to whom the goods
are returned in accordance with this agreement. As between the parties, each
party shall bear the risk of loss to the goods which that party has supplied
for the demonstration AGV system, from whatever cause, subject, however, to
the indemnity provisions set forth below.

6. INFORMATION AND DOCUMENTS. Each party shall supply engineering, technical
and product information and documents reasonably needed by the parties for
the development and demonstration of the AGV system. The parties acknowledge
that this information and documents are valuable assets of the party supplying
the same. Except for such information and documents that are a matter of
public record, in the public domain or lawfully obtained from another source
by a non-supplying party, no party shall, during the term of this agreement
or after its termination, disclose to any person or entity, other than its
own employees on a need to know basis, and shall hold in confidence such 
information or documents as may be supplied to it, without the prior written
consent of the supplying party. All such information and documents shall be the
sole and exclusive property of the supplying party and shall be returned by
the non-supplying parties, together with all copies thereof, to the supplying
party immediately on the termination of this agreement. The parties agree that
it would be difficult to measure the damage to a supplying party from any
breach by a non-supplying party of the foregoing provisions on confidentiality,
and that monetary damages would be an inadequate remedy for any such breach.
Accordingly, if any non-supplying party breaches or takes steps preliminary to
breaching these confidentiality provisions, the supplying party shall be
entitled, in addition to all other remedies it may have at law or in equity,
to an injunction or other appropriate orders to restrain any such breach, 
without showing or proving any actual damages have been sustained by the
supplying party.

7. INDEMNITY. Each party to this agreement agrees to indemnify, defend and
hold harmless the other parties hereto from and against any and all loss,
damage, injury, liability (including strict tort liability), cost and expense
(including attorneys' fees), claims and suits, of whatsoever nature or cause,
(a) resulting from or arising out of any default in or breach of this
agreement by the indemnifying party, any conduct, act or omission of the 
indemnifying party in the performance of its obligations under this
agreement or the indemnifying party's assembly, use, possession, maintenance,
repair or demonstration of the AGV system, or (b) resulting from or arising
out of any defects in materials or workmanship of the goods or services
supplied or provided by the indemnifying party in connection with the 
performance of this agreement. The foregoing includes, without limitation,
injury (including death) or damage to the person or property of the
indemnifying party, the indemnified parties or any third party, and their
respective employees, agents, officers and contractors.

DEVELOPMENT AND DEMONSTRATION AGREEMENT - Page 2

                                   -  30 -
<PAGE>
8. SALE OF DEMONSTRATION AGV SYSTEM. The demonstration AGV system may be sold
or otherwise disposed of during the term of this agreement, whether to one of
the parties hereto or to a fourth party, only with the consent of all the
parties hereto. Prior to accepting any fourth party offer to purchase or
otherwise acquire the demonstration AGV system, the disposing party shall obtain
agreement from the other two parties hereto as to the portion of the proceeds
of disposition to be paid to each party and the terms of payment. The proceeds
of any resulting disposition shall be paid by the disposing party to the other
two in accordance with such agreement.

9. COMPLIANCE WITH LAWS. Goods supplied hereunder by each party shall comply
with all mandatory design and construction specifications of applicable laws
and any rules, regulations orders or the like adopted thereunder. In the 
performance of any services hereunder each party shall likewise comply with
all applicable laws and any rules, regulations, orders or the like adopted
thereunder, including without limit social security and income tax withholding
laws, workers' compensation, unemployment compensation laws, safety and health
laws, environmental laws and building codes. Each party to this agreement shall
indemnify, defend and hold harmless the other parties hereto from and against
all claims, suits and actions and any resulting damages, fines, penalties,
expenses (including attorneys' fees) and costs resulting from any failure
of the indemnifying party to comply with the requirements of this paragraph.

10. ENTIRE AGREEMENT. This agreement is the full, final and complete expression
of the agreement of the parties relating to its subject matter. It supersedes
and replace all prior contracts, purchase orders and other agreements
relating thereto, which shall be of no further force or effect. This contract
may only be amended in a writing signed by all parties hereto.

In Witness Whereof, the parties have executed this agreement as of the 31st
day of January, 1997.



MENTOR AGVS, INC.                       NDC AUTOMATION, INC.
/s/ Michael Urban                         /s/ Ralph Dollander

By                                      By
     Michael Urban                           Ralph Dollander
Title  Vice President                   Title  President

                          HYSTER COMPANY

                          /s/ Gary E. Sirianni
                          By
                              Gary E. Sirianni
                          Title   Manager, Warehouse Technology Group

DEVELOPMENT AND DEMONSTRATION AGREEMENT - Page 3

                               -  31 -