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                                 LOAN AGREEMENT


Borrower:         MAGNAVISION CORPORATION
                  1725 Route 35
                  Wall, NJ 07719

Lender:  BSB BANK & TRUST COMPANY
                  Commercial Loan Department
                  P.O. Box 1056 (58-68 Exchange St.)
                  Binghamton, NY  13902

THIS LOAN AGREEMENT between MAGNAVISION CORPORATION (referred to in this
Agreement as "Borrower") and BSB BANK & TRUST COMPANY (referred to in this
Agreement as "Lender") is made and executed on the following terms and
conditions. Borrower has applied to Lender for a commercial loan or loans and
other financial accommodations, which are described in this Agreement. All such
loans and financial accommodations, are referred to in this Agreement
individually as the "Loan" and collectively as the "Loans." Borrower understands
and agrees that: (a) in granting, renewing, or extending any Loan, Lender is
relying upon Borrower's representations, warranties, and agreements, as set
forth in this Agreement; (b) the granting, renewing, or extending of any Loan by
Lender at all times shall be subject to Lender's sole judgment and discretion
except for what has been agreed to herein; and (c) all such Loans shall be and
shall remain subject to the following terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of July 3, 1998, and shall continue
thereafter until all Indebtedness of Borrower to Lender has been performed in
full and the parties terminate this Agreement in writing.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement have the meanings
attributed to such terms in the Uniform Commercial Code. All references to
dollar amounts shall mean amounts in lawful money of the United States of
America.

         Agreement. The word "Agreement" means this Loan Agreement, as this Loan
         Agreement may be amended or modified from time to time, together with
         all exhibits and schedules attached to this Loan Agreement from time to
         time.

         Borrower.  The word "Borrower" means MAGNAVISION CORPORATION.

         CERCLA. The word "CERCLA" means the Comprehensive Environmental
         Response, Compensation, and Liability Act of 1980, as amended.
         Collateral. The word "Collateral" means and includes without limitation
         all property and assets granted as collateral security for a Loan,
         whether real or personal property, whether granted directly or
         indirectly, whether granted now or in the future, and whether granted
         in the form of a security interest, mortgage, deed of trust,
         assignment, pledge, chattel mortgage, chattel trust, factor's lien,
         equipment trust, conditional sale, trust receipt, lien, charge, lien or
         title retention contract, lease or consignment intended as a security
         device, or any other security or lien interest whatsoever, whether
         created by law, contract, or otherwise.

         ERISA. The word "ERISA" means the Employee  Retirement  Income Security
         Act of 1974, as amended.

         Event of Default.  The words "Event of Default"  mean any of the Events
         of Default set forth below in the section titled "EVENTS OF DEFAULT."

         Grantor. The word "Grantor" means each and all of the persons or
         entities granting a Security Interest in any Collateral for the
         Indebtedness, including without limitation all Borrowers granting such
         a Security Interest.

         Guarantor.  The word "Guarantor" means and includes without  limitation
         each and all of the guarantors,  sureties, and accommodation parties in
         connection with the Indebtedness.

         Indebtedness. The word "Indebtedness" means and includes without
         limitation all Loans, together with all other obligations, debts and
         liabilities of Borrower to Lender, or any one or more of them, as well
         as all claims by Lender against Borrower, or any one or more of them;
         whether now or hereafter existing, voluntary or involuntary, due or not
         due, absolute or contingent, liquidated or unliquidated; whether
         Borrower may be liable individually or jointly with others; whether
         Borrower may be obligated as a guarantor, surety, or otherwise; whether
         recovery upon such Indebtedness may be or hereafter may become barred
         by any statute of limitations; and whether such Indebtedness may be or
         hereafter may become otherwise unenforceable.

         Lender.  The  word  "Lender"  means  BSB  BANK  &  TRUST  COMPANY,  its
         successors and assigns.
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         Loan. The word "Loan" or "Loans" means and includes the commercial
         loans and financial accommodations from Lender to Borrower described
         herein or described on any document executed contemporaneously herewith
         or exhibit or schedule attached to this Agreement from time to time.

Note. The word "Note" means and includes without limitation Borrower's
promissory note or notes, if any, evidencing Borrower's Loan obligations in
favor of Lender, as well as any substitute, replacement or refinancing note or
notes therefor.

         Permitted Liens. The words "Permitted Liens" mean: (a) liens and
         security interests securing Indebtedness owed by Borrower to Lender;
         (b) liens for taxes, assessments, or similar charges either not yet due
         or being contested in good faith; (c) liens of materialmen, mechanics,
         warehousemen, or carriers, or other like liens arising in the ordinary
         course of business and securing obligations which are not yet
         delinquent; (d) purchase money liens or purchase money security
         interests upon or in any property acquired or held by Borrower in the
         ordinary course of business to secure indebtedness outstanding on the
         date of this Agreement or permitted to be incurred under the paragraph
         of this Agreement titled "Indebtedness and Liens"; (e) liens and
         security interests which, as of the date of this Agreement, have been
         disclosed to and approved by the Lender in writing; and (f) those liens
         and security interests which in the aggregate constitute an immaterial
         and insignificant monetary amount with respect to the net value of
         Borrower's assets.

         Related Documents. The words "Related Documents" mean and include
         without limitation all promissory notes, credit agreements, loan
         agreements, environmental agreements, security agreements, mortgages,
         deeds of trust, and all other instruments, agreements and documents,
         whether now or hereafter existing, executed in connection with the
         Indebtedness.

         Security  Agreement.  The words "Security  Agreement" mean the Security
         Agreement executed contemporaneously herewith.

         Security Interest. The words "Security Interest" mean and include
         without limitation any type of collateral security, whether in the form
         of a lien, charge, mortgage, deed of trust, assignment, pledge, chattel
         mortgage, chattel trust, factor's lien, equipment trust, conditional
         sale, trust receipt, lien or title retention contract, lease or
         consignment intended as a security device, or any other security or
         lien interest whatsoever, whether created by law, contract, or
         otherwise.

         SARA.   The  word   "SARA"   means   the   Superfund   Amendments   and
         Reauthorization Act of 1986 as now or hereafter amended.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Loan Advance and each subsequent Loan Advance under this Agreement shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions set
forth in this Agreement and in the Related Documents.

         Loan Documents. Borrower shall provide to Lender in form satisfactory
         to Lender the following documents for the Loan: (a) the Note, (b)
         Security Agreements granting to Lender security interests in the
         Collateral, (c) Financing Statements perfecting Lender's Security
         Interests; (d) evidence of insurance as required below; and (e) any
         other documents required under this Agreement or by Lender or its
         counsel, including without limitation any guaranties described below.

         Borrower's Authorization. Borrower shall have provided in form and
         substance satisfactory to Lender__roperly certified resolutions, duly
         authorizing the execution and delivery of this Agreement, the Note and
         the Related Documents, and such other authorizations and other
         documents and instruments as Lender or its counsel, in their sole
         discretion, may require.

         Payment of Fees and Expenses. Borrower shall have paid to Lender all
         fees, charges, and other expenses which are then due and payable as
         specified in this Agreement or any Related Document.

         Representations and Warranties. The representations and warranties set
         forth in this Agreement, in the Related Documents, and in any document
         or certificate delivered to Lender under this Agreement are true and
         correct.

         No Event of Default. There shall not exist at the time of any advance a
         condition which would constitute an Event of Default under this
         Agreement.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of Loan
proceeds and as of the date of any renewal, extension or modification of any
Loan.


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         Organization. Borrower is a corporation which is duly organized,
         validly existing, and in good standing under the laws of the state of
         its incorporation and is validly existing and in good standing in all
         states in which Borrower is doing business. Borrower has the requisite
         power and authority to own its properties and to transact the
         businesses in which it is presently engaged or presently proposes to
         engage. Borrower also is duly qualified as a foreign corporation and is
         in good standing in all states in which the failure to so qualify would
         have a material adverse effect on its businesses or financial
         condition.

         Authorization. The execution, delivery, and performance of this
         Agreement and all Related Documents by Borrower, to the extent to be
         executed, delivered or performed by Borrower, have been duly authorized
         by all necessary action by Borrower; do not require the consent or
         approval of any other person, regulatory authority or governmental
         body; and do not conflict with, result in a violation of, or constitute
         a default under (a) any provision of its articles of incorporation or
         organization, or bylaws, or any agreement or other instrument binding
         upon Borrower or (b) any law, governmental regulation, court decree, or
         order applicable to Borrower.

         Financial Information. Each financial statement of Borrower supplied to
         Lender truly and completely disclosed in all material respect
         Borrower's financial condition as of the date of the statement, and
         there has been no material adverse change in Borrower's financial
         condition subsequent to the date of the most recent financial statement
         supplied to Lender. Borrower has no material contingent obligations
         except as disclosed in such financial statements.

         Legal Effect. This Agreement constitutes, and any instrument or
         agreement required hereunder to be given by Borrower when delivered
         will constitute, legal, valid and binding obligations of Borrower
         enforceable against Borrower in accordance with their respective terms.

         Properties. Except for Permitted Liens, Borrower owns and has good
         title to all of Borrower's properties free and clear of all Security
         Interests, and has not executed any security documents or financing
         statements relating to such properties. All of Borrower's properties
         are titled in Borrower's legal name, and Borrower has not used, or
         filed a financing statement under, any other name for at least the last
         five (5) years.
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         Hazardous Substances. The terms "hazardous waste," "hazardous
         substance," "disposal," "release," and "threatened release," as used in
         this Agreement, shall have the same meanings as set forth in the
         "CERCLA," "SARA," the Hazardous Materials Transportation Act, 49 U.S.C.
         Section 1801, et seq., the Resource Conservation and Recovery Act, 42
         U.S.C. Section 6901, et seq., or other applicable state or Federal
         laws, rules, or regulations adopted pursuant to any of the foregoing.
         Except as disclosed to Lender, Borrower represents and warrants that:
         (a) During the period of Borrower's ownership of the properties, there
         has been no use, generation, manufacture, storage, treatment, disposal,
         release or threatened release of any hazardous waste or substance by
         any person on, under, about or from any of the properties in violation
         of any applicable state or federal law or regulation. (b) Borrower has
         no knowledge of, or reason to believe that there has been (i) any use,
         generation, manufacture, storage, treatment, disposal, release, or
         threatened release of any hazardous waste or substance on, under, about
         or from the properties by any prior owners or occupants of any of the
         properties, or (ii) any actual or threatened litigation or claims of
         any kind by any person relating to such matters. (c) Neither Borrower
         nor any tenant, contractor, agent or other authorized user of any of
         the properties shall use, generate, manufacture, store, treat, dispose
         of, or release any hazardous waste or substance on, under, about or
         from any of the properties in violation of any applicable state or
         federal law or regulation; and any such activity shall be conducted in
         compliance with all applicable federal, state, and local laws,
         regulations, and ordinances, including without limitation those laws,
         regulations and ordinances described above. Borrower authorizes Lender
         and its agents to enter upon the properties to make such inspections
         and tests as Lender may deem appropriate to determine compliance of the
         properties with this section of the Agreement. Any inspections or tests
         made by Lender shall be at Borrower's expense and for Lender's purposes
         only and shall not be construed to create any responsibility or
         liability on the part of Lender to Borrower or to any other person. The
         representations and warranties contained herein are based on Borrower's
         due diligence in investigating the properties for hazardous waste and
         hazardous substances. Borrower hereby (a) releases and waives any
         future claims against Lender for indemnity or contribution in the event
         Borrower becomes liable for cleanup or other costs under any such laws,
         and (b) agrees to indemnify and hold harmless Lender against any and
         all claims, losses, liabilities, damages, penalties, and expenses which
         Lender may directly or indirectly sustain or suffer resulting from a
         breach of this section of the Agreement or as a consequence of any use,
         generation, manufacture, storage, disposal, release or threatened
         release occurring prior to Borrower's ownership or interest in the
         properties, whether or not the same was or should have been known to
         Borrower. The provisions of this section of the Agreement, including
         the obligation to indemnify, shall survive the payment of the
         Indebtedness and the termination or expiration of this Agreement and
         shall not be affected by Lender's acquisition of any interest in any of
         the properties, whether by foreclosure or otherwise.


<PAGE>

         Litigation and Claims. No litigation, claim, investigation,
         administrative proceeding or similar action (including those for unpaid
         taxes) against Borrower is pending or threatened, and no other event
         has occurred which may materially adversely affect Borrower's financial
         condition or properties, other than litigation, claims, or other
         events, if any, that have been disclosed to and acknowledged by Lender
         in writing.

         Taxes. To the best of Borrower's knowledge, all tax returns and reports
         of Borrower that are or were required to be filed, have been filed, and
         all taxes, assessments and other governmental charges have been paid in
         full, except those presently being or to be contested by Borrower in
         good faith in the ordinary course of business and for which adequate
         reserves have been provided. Lien Priority. Unless otherwise previously
         disclosed to Lender in writing, Borrower has not entered into or
         granted any Security Agreements, or permitted the filing or attachment
         of any Security Interests on or affecting any of the Collateral
         directly or indirectly securing repayment of Borrowers Loan and Note,
         that would be prior or that may in any way be superior to Lender's
         Security Interests and rights in and to such Collateral.

         Binding Effect. This Agreement, the Note, all Security Agreements
         directly or indirectly securing repayment of Borrower's Loan and Note
         and any of the Related Documents are binding upon Borrower as well as
         upon Borrower's successors, representatives and assigns, and are
         legally enforceable in accordance with their respective terms.

         Commercial  Purposes.  Borrower intends to use the Loan proceeds solely
         for business or commercial related purposes.

         Employee Benefit Plans. Each employee benefit plan as to which Borrower
         may have any liability complies in all material respects with
         applicable requirements of law and regulations, and (i) no Reportable
         Event nor Prohibited Transaction (as defined in ERISA) has occurred
         with respect to any such plan, (ii) Borrower has not withdrawn from any
         such plan or initiated steps to do so, (iii) no steps have been taken
         to terminate any such plan, and (iv) there are no unfunded liabilities
         other than those previously disclosed to Lender in writing.

         Location of Borrower's Offices and Records. Borrower's place of
         business, or Borrower's Chief executive office, if Borrower has more
         than one place of business, is located at 1725 Route 35, Wall, New
         Jersey 07719. Unless Borrower has designated otherwise in writing this
         location is also the office or offices where Borrower keeps its records
         concerning the Collateral.

         Information. All information heretofore or contemporaneously herewith
         furnished by Borrower to Lender for the purposes of or in connection
         with this Agreement or any transaction contemplated hereby is, and all
         information hereafter furnished by or on behalf of Borrower to Lender
         will be, true and accurate in every material respect on the date as of
         which such information is dated or certified; and none of such
         information is or will be incomplete by omitting to state any material
         fact necessary to make such information not misleading.

         Survival of Representations and Warranties. Borrower understands and
         agrees that Lender, without independent investigation, is relying upon
         the above representations and warranties in extending Loan Advances to
         Borrower. Borrower further agrees that the foregoing representations
         and warranties shall be continuing in nature and shall remain in full
         force and effect until such time as Borrower's Indebtedness shall be
         paid in full, or until this Agreement shall be terminated in the manner
         provided above, whichever is the last to occur.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, while 
this Agreement is in effect, Borrower will:

         Deposit  Accounts.  Maintain its operating deposit accounts with Lender
         and use a  Lender  lock box to  deposit  all  daily  cash  receipts  of
         accounts receivable.

         Litigation. Promptly inform Lender in writing of (a) all material
         adverse changes in Borrower's financial condition, and (b) all existing
         and all threatened litigation, claims, investigations, administrative
         proceedings or similar actions affecting Borrower or any Guarantor
         which could reasonably be expected to materially affect the financial
         condition of Borrower or the financial condition of any Guarantor.

         Financial Records. Maintain its books and records in accordance with
         generally accepted accounting principles, applied on a consistent
         basis, and permit Lender to examine and audit Borrower's books and
         records at all reasonable times.

<PAGE>


         Financial Statements. Furnish Lender with, as soon as available, but in
         no event later than ninety (90) days after the end of each fiscal year,
         Borrower's balance sheet and income statement for the year ended,
         audited by a certified public accountant satisfactory to Lender, and,
         as soon as available, but in no event later than seventy five (75) days
         after the end of each fiscal quarter, Borrower's balance sheet and
         profit and loss statement for the period ended, as provided by Borrower
         to the Securities and Exchange Commission. All financial reports
         required to be provided under this Agreement shall be prepared in
         accordance with generally accepted accounting principles, applied on a
         consistent basis.

         Annual Budget. The Borrower shall provide the Lender, at least thirty
         (30) days prior to the beginning of each fiscal year, with an annual
         budget prepared on a month-by-month basis for the next following fiscal
         year, including consolidated income and cash flow statements and
         balance sheets.

         Additional Information. Furnish such additional information and
         statements, lists of assets and liabilities, agings of receivables and
         payables, inventory schedules, budgets, forecasts, tax returns, and
         other reports with respect to Borrower's financial condition and
         business operations as Lender may reasonably request from time to time.
         Financial Covenants. The Borrower shall be required to adhere to the
         following covenants as of the Borrower's December 31, 1998 fiscal year
         end:

                  1)       Maintain Minimum Net Worth of $350,000.00.  Net Worth
                           shall include Total Shareholders' Equity (Deficiency)
                           and all Preferred Stock issues.

         The Borrower shall as of Borrower's December 31, 1999 fiscal year end:

                  1)       Maintain Minimum Net Worth (as defined) of
                           $375,000.00.

                  2)       Maintain Minimum Earnings before Interest, Taxes,
                           Depreciation, and Amortization ("EBITDA") of
                           $800,000.00.

         Additional financial covenants, mutually agreed to by Borrower and
         Bank, shall be established for fiscal years ending after December 31,
         1999, by not later than March 1, 2000.

         Insurance. Maintain fire and other risk insurance, public liability
         insurance, and such other insurance as Lender may require with respect
         to Borrower's properties and operations, in form, amounts, coverages
         and with insurance companies reasonably acceptable to Lender. Borrower,
         upon request of Lender, will deliver to Lender from time to time the
         policies or certificates of insurance in form satisfactory to Lender,
         including stipulations that coverages will not be canceled or
         diminished without at least thirty (30) days' prior written notice to
         Lender. Each insurance policy also shall include an endorsement
         providing that coverage in favor of Lender will not be impaired in any
         way by any act, omission or default of Borrower or any other person. In
         connection with all policies covering assets in which Lender holds or
         is offered a security interest for the Loans, Borrower will provide
         Lender with such loss payable or other endorsements as Lender may
         require.

         Insurance Reports. Furnish to Lender, upon request of Lender, reports
         on each existing insurance policy showing such information as Lender
         may reasonably request, including without limitation the following: (a)
         the name of the insurer; (b) the risks insured; (c) the amount of the
         policy; (d) the properties insured; (e) the then current property
         values on the basis of which insurance has been obtained, and the
         manner of determining those values; and (f) the expiration date of the
         policy. In addition, upon request of Lender (however not more often
         than annually), Borrower will have an independent appraiser
         satisfactory to Lender determine, as applicable, the actual cash value
         or replacement cost of any Collateral. The cost of such appraisal shall
         be paid by Borrower.
<PAGE>

         Guaranties. Prior to disbursement of any Loan proceeds, furnish
         executed guaranties of the Loans in favor of Lender, executed by the
         guarantors named below, on Lender's forms, and in the amounts and under
         the conditions spelled out in those guaranties.

                  Guarantor                                      Amounts
                  Magnavision Corporation (NJ)                   Unlimited

                  Magnavision Private Cable, Inc.                Unlimited
                  Magnavision Wireless Cable, Inc.               Unlimited

         Other Agreements. Comply with all terms and conditions of all other
         agreements, whether now or hereafter existing, between Borrower and any
         other party and notify Lender promptly in writing of any default in
         connection with any other such agreements.

         Loan Proceeds.  Use all Loan proceeds  solely for  Borrower's  business
         operations,  unless specifically consented to the contrary by Lender in
         writing.

         Taxes, Charges and Liens. Pay and discharge when due all of its
         indebtedness and obligations, including without limitation all
         assessments, taxes, governmental charges, levies and liens, of every
         kind and nature, imposed upon Borrower or its properties, income, or
         profits, prior to the date on which penalties would attach, and all
         lawful claims that, if unpaid, might become a lien or charge upon any
         of Borrower's properties, income, or profits. Provided however,
         Borrower will not be required to pay and discharge any such assessment,
         tax, charge, levy, lien or claim so long as (a) the legality of the
         same shall be contested in good faith by appropriate proceedings, and
         (b) Borrower shall have established on its books adequate reserves with
         respect to such contested assessment, tax, charge, levy, lien, or claim
         in accordance with generally accepted accounting practices. Borrower,
         upon demand of Lender, will furnish to Lender evidence of payment of
         the assessments, taxes, charges, levies, liens and claims and will
         authorize the appropriate governmental official to deliver to Lender at
         any time a written statement of any assessments, taxes, charges,
         levies, liens and claims against Borrower's properties, income, or
         profits.

Performance. Perform and comply with all terms, conditions, and provisions set
forth in this Agreement and in the Related Documents in a timely manner, and
promptly notify Lender if Borrower learns of the occurrence of any event which
constitutes an Event of Default under this Agreement or under any of the Related
Documents.

         Operations. Provide written notice to Lender of any change in executive
         and management personnel; conduct its business affairs in a reasonable
         and prudent manner and in compliance with all applicable federal, state
         and municipal laws, ordinances, rules and regulations respecting its
         properties, charters, businesses and operations, including without
         limitation, compliance with the Americans With Disabilities Act and
         with all minimum funding standards and other requirements of ERISA and
         other laws applicable to Borrower's employee benefit plans.
<PAGE>

         Inspection. Permit employees or agents of Lender at any reasonable time
         to inspect any and all Collateral for the Loan or Loans and Borrower's
         other properties and to examine or audit Borrower's books, accounts,
         and records and to make copies and memoranda of Borrower's books,
         accounts, and records. If Borrower now or at any time hereafter
         maintains any records (including without limitation computer generated
         records and computer software programs for the generation of such
         records) in the possession of a third party, Borrower, upon request of
         Lender, shall notify such party to permit Lender free access to such
         records at all reasonable times and to provide Lender with copies of
         any records it may request, all at Borrower's expense.

         Compliance Certificate. Unless waived in writing by Lender, provide
         Lender at least annually and at the time of each disbursement of Loan
         proceeds with a certificate executed by Borrower's chief financial
         officer, or other officer or person acceptable to Lender, certifying
         that the representations and warranties set forth in this Agreement are
         true and correct as of the date of the certificate and further
         certifying that, as of the date of the certificate, no Event of Default
         exists under this Agreement.

         Environmental Compliance and Reports. Borrower shall comply in all
         material respects with all environmental protection federal, state and
         local laws, statutes, regulations and ordinances; not cause or permit
         to exist, as a result of an intentional or unintentional action or
         omission on its part or on the part of any third party, on property
         owned and/or occupied by Borrower, any environmental activity where
         damage may result to the environment, unless such environmental
         activity is pursuant to and in compliance with the conditions of a
         permit issued by the appropriate federal, state or local governmental
         authorities; shall furnish to Lender promptly and in any event within
         thirty (30) days after receipt thereof a copy of any notice, summons,
         lien, citation, directive, letter or other communication from any
         governmental agency or instrumentality concerning any intentional or
         unintentional action or omission on Borrowers part in connection with
         any environmental activity whether or not there is damage to the
         environment and/or other natural resources.

         Additional Assurances. Make, execute and deliver to Lender such
         promissory notes, mortgages, deeds of trust, security agreements,
         financing statements, instruments, documents and other agreements as
         Lender or its attorneys may reasonably request to evidence and secure
         the Loans and to perfect all Security Interests.
<PAGE>

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including any
request or policy not having the force of law) shall impose, modify or make
applicable any taxes (except U.S. federal, state or local income or franchise
taxes imposed on Lender), reserve requirements, capital adequacy requirements or
other obligations which would (a) increase the cost to Lender for extending or
maintaining the credit facilities to which this Agreement relates, (b) reduce
the amounts payable to Lender under this Agreement or the Related Documents, or
(c) reduce the rate of return on Lender's capital as a consequence of Lender's
obligations with respect to the credit facilities to which this Agreement
relates, then Borrower agrees to pay Lender such additional amounts as will
compensate Lender therefor, within five (5) days after Lender's written demand
for such payment, which demand shall be accompanied by an explanation of such
imposition or charge and a calculation in reasonable detail of the additional
amounts payable by Borrower, which explanation and calculations shall be
conclusive in the absence of manifest error and which Lender shall apply to all
similarly situated borrowers equally.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

         Indebtedness and Liens. (a) Except for trade debt incurred in the
         normal course of business and indebtedness to Lender contemplated by
         this Agreement create, incur or assume indebtedness for borrowed money,
         including capital leases, (b) except as allowed as a Permitted Lien,
         sell, transfer, mortgage, assign, pledge, lease, grant a security
         interest in, or encumber any of Borrower's assets, or (c) sell with
         recourse any of Borrower's accounts, except to Lender.

Continuity of Operations. (a) Engage in any business activities substantially
different than those in which Borrower is presently engaged, (b) cease
operations, liquidate, merge, transfer, acquire or consolidate with any other
entity, change ownership, change its name, dissolve or transfer or sell
Collateral out of the ordinary course of business, (c) pay any dividends on
Borrower's stock.

         Loans, Acquisitions and Guaranties. (a) Loan, invest in or advance
         money or assets, (b) purchase, create or acquire any interest in any
         other enterprise or entity after the date hereof, or (c) incur any
         obligation as surety or guarantor other than in the ordinary course at
         business.

         Wireless Business. Prohibit further material investment or allocation
         of capital or other Borrower resources in the development of its
         Wireless Business Plan, (1) except from equity or investment funds
         raised (or subordinated debt financing borrowed) specifically for that
         purpose, (2) except from operating cash flows generated by and directly
         attributable to the operation of the Wireless Business Plan, (3) except
         for an aggregate amount not to exceed $100,000.00 from the Term Loan,
         and (4) except for continuing payments required under the License
         Agreement between the Borrower and the Department of Education of the
         Archdiocese of New York.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement of
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt; (c) there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; or (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any
other loan with Lender.

RIGHT OF SETOFF. In addition to Lender's right of setoff arising by operation of
law, Borrower grants to Lender a contractual possessory security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account and whether evidenced by a
certificate of deposit), including without limitation all accounts held jointly
with someone else and all accounts Borrower may open in the future, excluding
however all IRA and Keogh accounts, and all trust accounts for which the grant
of a security interest would be prohibited by law. Borrower authorizes Lender,
to the extent permitted by applicable law, to charge or setoff all sums owing on
the Indebtedness against any and all such accounts.
<PAGE>

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default
under this Agreement:

         Default on Indebtedness. Failure of Borrower to make any payment within
         5 days when due on the Loans.

         Other Defaults. Failure of Borrower or any Grantor to comply with or to
         perform when due, in any material respect, any other term, obligation,
         covenant or condition contained in this Agreement or in any of the
         Related Documents, or failure of Borrower to comply with or to perform,
         in any material respect, any other term, obligation, covenant or
         condition contained in any other agreement between Lender and Borrower
         executed contemporaneously herewith.

         Default In Favor of Third Parties. Should Borrower or any Grantor
         default under any loan, extension of credit, security agreement,
         purchase or sales agreement, or any other agreement, in favor of any
         other creditor or person that may materially affect any of Borrower's
         property or Borrower's or any Grantor's ability to repay the Loans or
         perform their respective obligations under this Agreement or any of the
         Related Documents.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by or on behalf of Borrower or any Grantor under
         this Agreement or the Related Documents is false or misleading in any
         material respect at the time made or furnished, or any warranty,
         representation or statement is made which is false or misleading at any
         time thereafter.

         Defective Collateralization. This Agreement or any of the Related
         Documents ceases to be in full force and effect (including failure of
         any Security Agreement to create a valid and perfected Security
         Interest) at any time and for any reason.

         Insolvency. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         Creditor or Forfeiture Proceedings. Commencement of foreclosure or
         forfeiture proceedings. whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower, any
         creditor of any Grantor against any collateral securing the
         Indebtedness, or by any governmental agency. This includes a
         garnishment, attachment, or levy on or of any of Borrower's deposit
         accounts with Lender. However, this Event of Default shall not apply if
         there is a good faith dispute by Borrower or Grantor, as the case may
         be, as to the validity or reasonableness of the claim which is the
         basis of the creditor or forfeiture proceeding, and if Borrower or
         Grantor give Lender written notice of the creditor or forfeiture
         proceeding and furnishes reserves or a surety bond for the creditor or
         forfeiture proceeding satisfactory to Lender.

         Events Affecting Guarantor. Any of the preceding events occurs with
         respect to any Guarantor of any of the Indebtedness, or revokes or
         disputes the validity of, or liability under, any Guaranty of the
         Indebtedness.

         Change In Ownership. The directors designated from time to time by any
         of IBJ Schroder Bank & Trust Co., IBJS Capital Corporation and KOCO
         Capital Company, L.P. no longer constitute a majority of the board of
         directors.

         Right to Cure. If any default, other than a Default on Indebtedness, is
         curable and if Borrower or Grantor, as the case may be, has not been
         given a notice of a similar default within the preceding twelve (12)
         months, it may be cured (and no Event of Default will have occurred) if
         Borrower or Grantor, as the case may be, after receiving written notice
         from Lender demanding cure of such default: (a) cures the default
         within thirty (30) days; or (b) if the cure requires more than thirty
         (30) days, immediately initiates steps which Lender deems in Lender's
         sole discretion to be sufficient to cure the default and thereafter
         continues and completes all reasonable and necessary steps sufficient
         to produce compliance as soon as reasonably practical.
<PAGE>

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
Loan Advances or disbursements), and, at Lender's option, all Indebtedness
immediately will become due and payable, all without notice of any kind to
Borrower, except that in the case of an Event of Default of the type described
in the "Insolvency" subsection above, such acceleration shall be automatic and
not optional. In addition, Lender shall have all the rights and remedies
provided in the Related Documents or available at law, in equity, or otherwise.
Except as may be prohibited by applicable law, all of Lender's rights and
remedies shall be cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an
obligation of Borrower or of any Grantor shall not affect Lender's right to
declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

         Amendments. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Agreement. No alteration of or amendment
         to this Agreement shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment.

         Applicable Law. This Agreement has been delivered to Lender and
         accepted by Lender in the State of New York. If there is a lawsuit,
         Borrower agrees upon Lender's request to submit to the jurisdiction of
         the courts of Broome County, the State of New York. Lender and Borrower
         hereby waive the right to any jury trial in any action, proceeding, or
         counterclaim brought by either Lender or Borrower against the other.
         This Agreement shall be governed by and construed in accordance with
         the laws of the State of New York.

         Caption Headings. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret
         or define the provisions of this Agreement.



<PAGE>


         Consent to Loan Participation. Borrower agrees and consents to Lender's
         sale or transfer, whether now or later, of one or more participation
         interests in the Loans to one or more purchasers, whether related or
         unrelated to Lender. Lender may provide, without any limitation
         whatsoever, to any one or more purchasers, or potential purchasers, any
         information or knowledge Lender may have about Borrower or about any
         other matter relating to the Loan, and Borrower hereby waives any
         rights to privacy it may have with respect to such matters. Borrower
         additionally waives any and all notices of sale of participation
         interests, as well as all notices of any repurchase of such
         participation interests. Borrower also agrees that the purchasers of
         any such participation interests will be considered as the absolute
         owners of such interests in the Loans and will have all the rights
         granted under the participation agreement or agreements governing the
         sale of such participation interests. Borrower further waives all
         rights of offset or counterclaim that it may have now or later against
         Lender or against any purchaser of such a participation interest and
         unconditionally agrees that either Lender or such purchaser may enforce
         Borrower's obligation under the Loans irrespective of the failure or
         insolvency of any holder of any interest in the Loans. Borrower further
         agrees that the purchaser of any such participation interests may
         enforce its interests irrespective of any personal claims or defenses
         that Borrower may have against Lender.

         Costs and Expenses. Borrower agrees to pay upon demand all of Lender's
         reasonable expenses, including without limitation reasonable attorneys'
         fees, incurred in connection with the preparation, execution,
         enforcement, modification and collection of this Agreement or in
         connection with the Loans made pursuant to this Agreement. Borrower
         further agrees to pay all costs and expenses incurred by Lender to
         collect the Loans and to enforce this Agreement. This includes, subject
         to any limits under applicable law, Lender's reasonable attorneys' fees
         and Lender's legal expenses, whether or not there is a lawsuit,
         including reasonable attorneys' fees for bankruptcy proceedings
         (including efforts to modify or vacate any automatic stay or
         injunctions, appeals, and any anticipated post-judgment collection
         services). Borrower also will pay any court costs, in addition to all
         other sums provided by law.


         Notices. All notices required to be given under this Agreement shall be
         given in writing, may be sent by telefacsimilie, and shall be effective
         when actually delivered or when deposited with a nationally recognized
         overnight courier or deposited in the United States mail, first class,
         postage prepaid, certified mail, return receipt requested, addressed to
         the party to whom the notice is to be given at the address shown above.
         Any party may change its address for notices under this Agreement by
         giving formal written notice to the other parties, specifying that the
         purpose of the notice is to change the party's address. To the extent
         permitted by applicable law, if there is more than one Borrower, notice
         to any Borrower will constitute notice to all Borrowers. For notice
         purposes, Borrower will keep Lender informed at all times of Borrower's
         current address(es).


         Severability. If a court of competent jurisdiction finds any provision
         of this Agreement to be invalid or unenforceable as to any person or
         circumstance, such finding shall not render that provision invalid or
         unenforceable as to any other persons or circumstances. If feasible,
         any such offending provision shall be deemed to be modified to be
         within the limits of enforceability or validity; however, if the
         offending provision cannot be so modified, it shall be stricken and all
         other provisions of this Agreement in all other respects shall remain
         valid and enforceable.


         Successors and Assigns. All covenants and agreements contained by or on
         behalf of Borrower shall bind its successors and assigns and shall
         inure to the benefit of Lender, its successors and assigns. Borrower
         shall not, however, have the right to assign its rights under this
         Agreement or any interest therein, without the prior written consent of
         Lender.



<PAGE>


Survival. All warranties, representations, and covenants made by Borrower in
this Agreement or in any certificate or other instrument delivered by Borrower
to Lender under this Agreement shall be considered to have been relied upon by
Lender and will survive the making of the Loan and delivery to Lender of the
Related Documents, regardless of any investigation made by Lender or on Lender's
behalf.


         Time Is of the Essence. Time is of the essence in the performance of
         this Agreement.

         Waiver. Lender shall not be deemed to have waived any rights under this
         Agreement unless such waiver is given in writing and signed by Lender.
         No delay or omission on the part of Lender in exercising any right
         shall operate as a waiver of such right or any other right. A waiver by
         Lender of a provision of this Agreement shall not prejudice or
         constitute a waiver of Lender's right otherwise to demand strict
         compliance with that provision or any other provision of this
         Agreement. No prior waiver by Lender, nor any course of dealing between
         Lender and Borrower, or between Lender and any Grantor, shall
         constitute a waiver of any of Lender's rights or of any obligations of
         Borrower or of any Grantor as to any future transactions. Whenever the
         consent of Lender is required under this Agreement, the granting of
         such consent by Lender in any instance shall not constitute continuing
         consent in subsequent instances where such consent is required, and in
         all cases such consent may be granted or withheld in the sole
         discretion of Lender.

         Termination. When Lender has been paid in full under all of Borrower's
         outstanding obligations and all Loans have been terminated, Lender will
         release any and all liens. Borrower will be responsible for all fees
         and costs to effectuate the release of liens.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT, AND
BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF JULY 3, 1998.

BORROWER:

         MAGNAVISION CORPORATION

         By:   
             -------------------------------------

LENDER:

         BSB BANK & TRUST COMPANY

         By:
             -------------------------------------
                  John B. Westcott
                  Administrative Vice President