Exhibit
10W DEMAND
LOAN AGREEMENT  This Demand Loan Agreement dated as of
December 18, 2000 is entered into by and between Citizens Bank of
Massachusetts, a Massachusetts banking corporation, having a place of business
at 28 State Street, Boston, MA 02108 (Lender) and Aseco Corporation, a
Minnesota corporation, having a chief executive office at 2340 West County Road
C, St. Paul, Minnesota  55113 (Borrower). W
I T N E S S E T H: WHEREAS,
Borrower has requested that Lender make available to Borrower a line of credit
facility in the amount of up to $1,000,000.00 to finance Borrowers working
capital needs; WHEREAS,
Lender is willing to do so, but only on the terms and subject to the conditions
set forth herein; NOW,
THEREFORE, in consideration of the mutual conditions and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrower and Lender agree as
follows. 1.       CERTAIN DEFINITIONS.  As used herein the terms set forth on Schedule
I hereto shall have the meanings set forth thereon. 2.       LOANS. (a)      During the period from the date hereof
through September 30, 2001 (the Commitment Period), Lender shall, from time
to time, at Borrower's request, make loan advances to Borrower (Loans),
subject to the terms and conditions contained in this Agreement.  Loans advanced hereunder may be repaid and
reborrowed and shall be due and payable as set forth in the Line of Credit
Note.  Except in Lender's sole
discretion, the sum of the aggregate principal amount of Loans advanced
hereunder and the LC Amount shall not exceed $1,000,000.00. (b)      The Loans shall be evidenced by the Line
of Credit Note in the form of Exhibit A hereto.  The Loans shall bear interest and be payable
as set forth in the Line of Credit Note. 
Without limitation, in the event the sum of the outstanding principal
balance of Loans and the LC  Amount, at
any time exceeds $1,000,000.00, Borrower shall immediately repay to the Lender
such excess. (c)      Proceeds of Loans advanced hereunder shall
be used by Borrower to finance working capital needs. 3.       LETTERS OF CREDIT; LC GUARANTIES. (a)      Upon Borrowers submission of completed
application(s) on customary form(s) provided by Lender or its affiliates,
Lender agrees, for so long as no Default or Event of Default exists and if
requested by Borrower, to (i) issue its, or cause to be issued its affiliates,
Letters of Credit for the account of Borrower or (ii) execute LC Guaranties by
which Lender or its affiliates shall guaranty the payment or performance by
Borrower of its reimbursement obligations with respect to Letters of Credit provided
that the sum of the aggregate principal amount of Loans advanced hereunder and
the LC Amount shall not exceed $1,000,000.00. 
No Letter of Credit or LC Guaranty may have an expiration date that is
after September 30, 2001.  Any amounts
paid by Lender under any LC Guaranty or in connection with any Letter of Credit
shall be treated as Loans, shall be secured by all of the Collateral and shall
bear interest and be payable at the same rate and in the same manner as Loans. (b)
  Borrower
  shall pay to Lender:(i)
  for
  standby Letters of Credit and LC Guaranties of standby Letters of Credit, a
  fee at the rate quoted by the Lender to the Borrower at the time the Borrower
  requests the issuance thereof, which fee shall be deemed fully earned upon
  issuance of each such Letter of Credit or LC Guaranty, shall be due and
  payable on the first business day of each month and shall not be subject to rebate
  or proration upon the termination of this Agreement for any reason, plus
  all normal and customary fees and charges of the Bank associated with the
  issuance and administration thereof, which charges shall be due and payable
  when advised to Borrower; and(ii)
  for
  documentary Letters of Credit and LC Guaranties of documentary Letters of
  Credit, a fee at the rate quoted by the Lender to the Borrower at the time
  the Borrower requests the issuance thereof (which fees shall be fully earned
  upon issuance, renewal or extension (as the case may be) of each such Letter
  of Credit or LC Guaranty, shall be due and payable on the first business day
  of each month, and shall not be subject to rebate or proration upon the
  termination of this Agreement for any reason) plus the normal and
  customary fees and charges of the Bank associated with the issuance and
  administration of each such Letter of Credit or LC Guaranty which charges
  shall be due and payable when advised to Borrower.4.       REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants (and at the
time of each Loan hereunder shall be deemed to represent and warrant) to Lender
that:

(a)      Corporate Existence.  It
is a corporation duly organized and validly existing in good standing under the
laws of Minnesota and is duly qualified to do business and is in good standing
in every other state in which such qualification may be necessary by reason of
nature or location of Borrower's assets or operations where the failure so to
qualify would have a material adverse effect on Borrower's business, property
or condition (financial or otherwise).

(b)      Name.  Its exact legal
name is as set forth at the end of this Agreement and Borrower is not known by
or using any fictitious or other name or trade name or style.

(c)      Power and Authority.  The
execution, delivery and performance hereof are within its corporate powers,
have been duly authorized by all necessary corporate action, require no action
by or in respect of, or filing with, any governmental authority, and do not
contravene or constitute a default under any provision of applicable law or
regulation or the charter, by-laws or other constituent documents of Borrower
or of any judgment, order, decree, injunction or material agreement or other instrument
by which it or any of its properties may be bound, or result in creation or
imposition of any Lien on any of its assets except in favor of Lender.

(d)      Due Execution.  This
Agreement has been duly executed and delivered by and constitutes a valid and
binding agreement of Borrower, enforceable against it in accordance with its
terms.

(e)      Financial Statements.  
The financial statements for Borrower which have been furnished to Lender have
been prepared in accordance with GAAP and are true and correct and fairly present
Borrower's financial position as at the close of business on the date(s)
thereof and the results of Borrower's operations during the period(s) covered
thereby.  Since the date of the most
recent of such statements there has occurred no material adverse change in
Borrower's financial condition, operations, business and prospects, taken as
whole, or the value of any Collateral.

(f)       Title to Property.  It
owns all of the assets reflected in the most recent balance sheet (referred to
above) except assets sold or otherwise disposed of in the ordinary course of
business since the date thereof, and the Collateral is subject to no Liens
except Liens in favor of Lender.

(g)      Corporate Books and Records.  All
its charter documents have been duly filed and are in proper order.  All its books and records, including without
limitation, minute books, by-laws and books of account, are accurate and
up-to-date.

(h)      Compliance with Charter and Agreements.  It
(i) is subject to no charter, corporate or other legal restriction, or any
judgment, award, decree, order, governmental rule or regulation or contractual
restriction which could have a material adverse effect on its financial
condition, business, operations and prospects, taken as a whole, or the value
of any Collateral, and (ii) is in compliance with its charter documents and
by-laws, all contractual requirements of a material nature by which it or any
of its properties may be bound and all applicable laws, rules and regulations
(including without limitation those relating to environmental protection) other
than laws, rules or regulations the validity or applicability of which it is
contesting in good faith or provisions of any of the foregoing the failure to
comply with which cannot reasonably be expected to materially and adversely
affect its financial condition, business, operations and prospects, taken as a
whole or the value of any Collateral.

(i)       Litigation.  There is no
action, suit, proceeding or investigation pending or, to its knowledge,
threatened against or affecting it or any of its assets before or by any court
or other governmental authority which, if determined adversely to it, would
have a material adverse effect on its financial condition, business, operations
and prospects, taken as a whole, or the value of any Collateral.

(j)       ERISA.  To the extent
applicable, it is in compliance with ERISA; no Reportable Event has occurred
and is continuing with respect to any Plan; and it has no unfunded vested
liability under any Plan.

(k)      Chief Executive Office.  Its
chief executive office and the office where it keeps its records concerning its
assets including the Collateral is that shown at the end of this Agreement.

(l)       Compliance with Laws.  Borrower
is in compliance in all material respects with all laws, rules and regulations,
orders of court or other governmental bodies, applicable to it including,
without limitation, all environmental, health and safety statutes and
regulations.  Borrower is not subject to
any judicial or administrative proceedings alleging the violation of any
applicable law or regulation.

(m)     Accuracy of Information.  All
information furnished by or on behalf of Borrower in writing to Lender in
connection with this Agreement is true and correct in all material respects on
the date of which such information is dated or certified and does not omit any
material fact necessary in order to make such information not misleading.

5.       BORROWER'S REPORTS AND NOTICES.  Borrower will deliver to Lender:

(a)      Information.  Promptly,
such information concerning Borrower, the Collateral, the operation of
Borrower's business or its financial condition and copies of such governmental
filings and other documentation as Lender may from time to time request; and

(b)      Notices.  Immediately,
notice of (i) any Event of Default or any event which, with notice or lapse of
time or both, might become an Event of Default; or (ii) the imposition or
creation of any Lien against any of the Collateral.

6.       COVENANTS.  Borrower agrees that it will:

(a)      Corporate Existence; Compliance with
Laws.  Maintain its corporate existence in good standing, and its
qualification to do business in good standing in every state in which such qualification
may be necessary by reason of the nature or location of its assets or
operations, and comply with its charter documents and by-laws, all contractual
requirements by which it or any of its properties may be bound and all
applicable laws, rules and regulations (including without limitation, ERISA and
those relating to environmental protection and health and safety) other than
contractual requirements or laws, rules or regulations the failure to comply
with which cannot reasonably be expected to materially adversely affect the
financial condition, business, operations and prospects of Borrower taken as a
whole;

(b)      Taxes.  Pay and discharge
all taxes, assessments and governmental charges or levies imposed upon it or
upon its income or property, or upon this Agreement or any notes evidencing Obligations,
including without limitation taxes, assessments, charges or levies relating to
real and personal property, the Collateral, franchises, income, unemployment,
old age benefits, withholding, or sales or use, prior to the date on which
penalties attach thereto, and all lawful claims (whether for any of the
foregoing or otherwise) which, if unpaid, might give rise to a Lien upon the
Collateral, except any of the foregoing which is being contested in good faith
and by appropriate proceedings, for which Borrower has established and is
maintaining adequate reserves, and as to which no Lien having priority over
Lender's Liens arises.

7.       [Intentionally omitted.]

8.       COLLATERAL COVENANTS AND ASSURANCES.

(a)      Disposition of Collateral.  Borrower
will not at any time sell, assign, exchange or otherwise dispose of any of the
Collateral; or create, permit to be created or suffer to exist any Lien upon
any of the Collateral except Liens in favor of Lender.

(b)      Notice of Changes.  Borrower
will notify Lender, at least thirty (30) days prior to any such event, of any
change in Borrower's exact legal name, any change in its place(s) of business
or location(s) as set forth below or its establishment of any new place of
business or location.

(c)      Additional Assurances.  At
Lender's request, Borrower at its expense will promptly and duly execute and
deliver such documents and assurances and take such actions as may be necessary
or desirable or as Lender may request in order to correct any defect, error or
omission which may at any time be discovered or to more effectively carry out
the intent and purpose of this Agreement and to establish, perfect and protect
Lender's security interest, rights and remedies created or intended to be
created hereunder. Without limiting the generality of the above, Borrower will
join with Lender in executing financing and continuation statements pursuant to
the Uniform Commercial Code or other notices appropriate under applicable
Federal or state law in form satisfactory to Lender and filing the same in all
public offices and jurisdictions wherever and whenever requested by Lender (including
without limitation upon the occurrence of any event referred to in paragraph
(b) above).  Moreover, Borrower appoints
Lender and its agents and designees, as Borrower's attorney-in-fact, to execute
in Borrower's name and behalf any UCC financing statements or amendments
thereto for any of the foregoing purposes, which power is coupled with an
interest, and irrevocable, until all Obligations have been paid in full.  Borrower releases Lender and its officers,
employees, agents and designees from any liability arising from any act or acts
in connection with such action(s) or in furtherance thereof, whether of
admission or omission and whether based on any error of judgment or mistake of
law or fact.

(d)      Payments by Lender.  In
its sole discretion, Lender may: (i) discharge Liens levied or placed on
Collateral; and (ii) pay for insurance of Borrower on the Collateral that
Borrower fails to pay or the maintenance and preservation thereof.  Any amount so paid, deposited or reserved
for shall constitute a Loan for all purposes hereunder payable on demand.  Nothing herein shall be deemed to obligate
Lender to do any of the foregoing and the making of any one or more such
payments, deposits or reserves shall not constitute an agreement by Lender to
take any further or similar action or a waiver of any right of Lender
hereunder.

(e)      Access to Records.  Borrower
will at all times keep accurate records of the Collateral and will permit
Lender or its agents or representatives at any reasonable time from time to
time and, in any event, at Borrowers expense to visit Borrower's place(s) of
business, without hindrance or delay, to inspect the Collateral and examine,
check, audit and make copies and abstracts from Borrower's records and books of
account; to remove and make copies of any of such books and records; and to
discuss with any of Borrower's appropriate directors, officers, employees,
accountants and other agents or representatives the Collateral and Borrower's general
financial condition, business and affairs.

(f)       Continuing Security Interest.  In
the event of the sale, exchange or disposition of any of the Collateral or any
interest therein (and no such sale, exchange or other disposition is hereby authorized
or consented to), Lender's security interest shall nevertheless continue in
such Collateral (including without limitation all Proceeds, cash and non-cash)
notwithstanding such sale, exchange or other disposition; all of said Proceeds
shall remain Collateral hereunder and shall be transferred and paid over to
Lender immediately, and shall be applied at Lender's option to the payment of
Obligations; and Lender's receipt of any such Proceeds shall not be deemed or
construed to be an authorization of or consent to any such sale, exchange or
other disposition.

9.       EVENTS OF DEFAULT.  The Loans are payable ON DEMAND.  Without limiting the Lenders right to
demand payment of the Loans at any time, the Lender may elect to demand payment
upon the occurrence of any of the following events (the Events of Default):

(a)      failure by Borrower to pay any principal,
interest or other amount due hereunder or on account of the Loans, within five
(5) days of the date when due;

(b)      failure by Borrower to perform or
discharge, observe or comply with any of its covenants or agreements set forth
herein or in the Loan Documents, or any other Obligation, in accordance with
the terms thereof;

(c)      any representation, warranty or statement
of Borrower to Lender in connection with any Obligation is found to have been
false or misleading in any material respect as of the time when made;

(d)      occurrence of any event of default as
defined in any other instrument evidencing or governing Indebtedness of
Borrower (other than Obligations) now or hereafter outstanding; or any event or
condition which causes any holder of such Indebtedness to accelerate its
maturity;

(e)      Borrower's liquidation, termination,
dissolution or ceasing to carry on actively any substantial part of its current
business;

(f)       commencement by Borrower of a voluntary
proceeding seeking relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law, or seeking appointment of a
trustee, receiver, liquidator or other similar official for it or any
substantial part of its assets; or its consent to any of the foregoing in an
involuntary proceeding against it; or Borrower shall generally not be paying
its debts as they become due or admit in writing its inability to do so; or an
assignment for the benefit of, or the offering to or entering into by Borrower
of any composition, extension, reorganization or other agreement or arrangement
with, its creditors;

(g)      commencement of an involuntary proceeding
against Borrower seeking relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law, or seeking appointment of a
trustee, receiver, liquidator or other similar official for it or any
substantial part of its assets, which proceeding is not dismissed or stayed
within sixty (60) days;

(h)      attachment of any Lien upon the
Collateral;

(i)       entry of any court order which enjoins,
restrains, or in any way prevents Borrower from conducting all or any
substantial part of its business.

Borrower
acknowledges and agrees that each and every Event of Default described above
shall be of equal weight and significance, and equally and fully shall allow
Lender to exercise its rights and remedies hereunder.  Borrower acknowledges and agrees that each such Event of Default
has been a material inducement for Lender to enter into this Agreement and that
Lender would be irreparably harmed if Lender, in any way, were unable to
exercise its rights and remedies on the basis that certain Events of Default
(for example, Events of Default not relating to payment) were of less weight or
significance than certain other Events of Default (for example, Events of
Default relating to payment).

10.     RIGHTS AND REMEDIES.  After DEMAND or the occurrence of an Event
of Default:

(a)      Acceleration.  Lender may
by notice to Borrower decline to make any or all further Loans hereunder and
terminate all its commitments hereunder; Lender may by notice to Borrower
accelerate the payment of all Obligations and demand payment thereof (provided
that no such notice shall be required if the Event of Default is under Sections
9(f), (g), or (h));  Lender may proceed
to enforce payment of any of the foregoing and shall have and may exercise any
and all rights under the Uniform Commercial Code or which are afforded to
Lender herein or otherwise;

(b)      Powers.  Lender is not obligated to exercise Lender's powers granted
herein, but if it does, Lender shall not be accountable for more than Lender
actually receives as a result of exercising the power Borrower has granted, nor
will Lender be liable to Borrower except for actual willful misconduct.  All powers conferred under this agreement,
being coupled with an interest, are irrevocable.  Upon and after notification to Borrower, Borrower shall hold any
proceeds and collections of any of the collateral in trust for Lender and shall
not commingle such proceeds or collections with any other of Borrower's funds,
and Borrower shall deliver all such proceeds to Lender immediately upon Borrower's
receipt thereof in the identical form received and duly endorsed or assigned to
Lender.

(c)      Disposition of Collateral.  Lender
may sell, lease or otherwise dispose of and deliver any or all Collateral at
public or private sale, for cash, upon credit or otherwise, at such prices and
upon such terms as Lender deems advisable in its sole discretion.  Any 
requirement of reasonable notice shall be met if such notice is mailed
postage prepaid to Borrower at its address set forth herein at least ten (10)
days before the time of sale or other disposition.  Lender may be the purchaser at any such sale, if it is public, and
in such event Lender shall have all rights of a good faith, bona fide purchaser
for value from a secured party after default. 
The proceeds of any sale may be applied (in whatever order and manner
Lender elects in its sole discretion) to all costs and expenses of sale (including
without limitation reasonable attorneys' fees and disbursements) and to the
payment of Obligations, and any remaining proceeds shall be applied in
accordance with Article 9, Part 5, of the Uniform Commercial Code.  Borrower shall remain liable to Lender for
any deficiency.

11.     INDEMNIFICATION, ETC.

(a)      Payment of Expenses.  Borrower
agrees to pay Lender on demand any and all reasonable costs, expenses, losses,
claims, damages, liabilities, penalties, suits, judgments or disbursements of
any nature (including without limitation reasonable attorneys' fees and
disbursements and appraisal costs) which may be incurred by, imposed on or
asserted against Lender in connection with: preparation of this Agreement,
documents relating hereto; all other amendments, modifications or waivers
hereof; taxes and other governmental charges payable by reason of this
Agreement, documents and filings relating hereto and Collateral (excluding
income and franchise taxes payable by Lender); exercise of Lender's rights with
respect to Collateral hereunder or otherwise; any exercise of Lender's right of
acceleration; any enforcement, collection or other proceedings with respect to
the Obligations or from any negotiations or other measures to preserve Lender's
rights hereunder; any investigative, administrative or judicial proceeding
(whether or not Lender is designated as a party thereto) relating to or arising
out of this Agreement; or any bankruptcy, insolvency or other similar
proceedings relating to Borrower.

(b)      Authority for Loan Requests.  Lender
shall be authorized to make Loans hereunder upon the oral or written request in
the name of Borrower of the Person executing this Agreement on Borrower's
behalf; the Person(s) from time to time holding the offices of President, Vice
President or Treasurer of Borrower, and such other Persons as Borrower may from
time to time designate in appropriate documents delivered to Lender (including
without limitation certificates of resolutions as requested by Lender).  All such Loans shall be conclusively deemed
to have been authorized by Borrower and to have been made pursuant to duly
authorized requests therefor on its behalf. 
Lender shall further be entitled to rely on any communication,
instrument or document believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person(s), and with respect to all legal
matters shall be entitled to rely on advice of legal counsel.

12.     CONDITIONS PRECEDENT.

Borrower
acknowledges and agrees that Lender will not make any Loans hereunder or issue
or caused to be issued any Letters of Credit or LC Guaranties, nor will Lender
entertain any request from Borrower for Loans, Letters of Credit, or LC
Guaranties hereunder, unless and until all of the following conditions have
been satisfied and remain satisfied (whether as of the Closing Date or on any
subsequent date when Borrower requests a Loan, Letter of Credit, or LC
Guaranty):

(a)      Representations and Warranties.  Borrower's
represen­tations and warranties contained herein shall be correct and complete
in all material respects.

(b)      Covenants.  Borrower
shall be in compliance in all material respects with all covenants and
agreements contained herein;

(c)      No Events of Default.  There
shall exist no Event of Default;

(d)      Delivery of Documents.  Borrower
shall have delivered, or caused to be delivered, to Lender the documents listed
on Exhibit C and such other documents, instruments and agreements as
Lender shall reasonably request in connection therewith, duly executed by all
parties thereto other than Lender, and in form and substance reasonably
satisfactory to Lender and Lender's counsel;

(e)      Perfection of Security Interests.  Borrower
shall have taken, or caused to be taken, all action that Lender requests in
order to create and perfect Lender's Liens in the Collateral in all jurisdictions
designated by Lender;

(f)       Required Approvals.  Lender
shall have received certified copies of all consents or approvals of any
governmental authority or other person or entity which Lender reasonably
determine are required in connection with the transactions contemplated by the
Loan Documents.

(g)      No Material Adverse Change.  There
shall not have occurred any material adverse change in Borrower's business,
assets, operations, prospects and financial condition, taken as a whole, or in
the value of the Collateral, since the date of the last quarterly financial
statements provided to Lender and Lender, at its option, shall have received a
certificate signed by Borrower's chief financial officer to such effect.

(h)      Proceedings.  All
proceedings to be taken in connection with the transactions contemplated by the
Loan Documents, and all documents contemplated in connection herewith, shall be
satisfactory in form and substance to Lender and Lender's counsel.

13.     MISCELLANEOUS PROVISIONS.

(a)      Notices.  Unless
otherwise specified herein, all other notices hereunder shall be in writing
directed to the addresses shown at the beginning of this Agreement.  Written notices and communications shall be
effective and shall be deemed received on the day when delivered by hand or
sent by facsimile transmission; on the next day, if by commercial overnight
courier; and on the third day, if by registered or certified mail, postage
prepaid.

(b)      No Waiver.  No failure to
exercise and no delay in exercising, on the part of Lender, any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right or remedy.  Waiver by
Lender of any right or remedy on any one occasion shall not be construed as a
bar to or waiver thereof or of any other right or remedy on any future
occasion.  Without limiting the generality
of the foregoing, Borrower expressly agrees that no failure by Lender to detect
or to communicate with Borrower or take action in response to any failure by
Borrower to perform or observe any Obligation shall operate as a waiver of any
right or remedy of Lender.  Any waivers
by Lender must be in writing and no officer, agent, or employee of the Lender
is authorized to grant any oral waiver. 
Lender's rights and remedies hereunder, under any agreement or
instrument supplemental hereto or under any other agreement or instrument shall
be cumulative, may be exercised singly or concurrently and are not exclusive of
any rights or remedies provided by law.

(c)      Assignment.  This
Agreement shall be binding upon and shall inure to the benefit of Borrower and
Lender and their respective successors and assigns; PROVIDED THAT Borrower may
not assign or transfer any rights or Obligations hereunder without Lender's
prior written consent.  Borrower
acknowledges that Lender may, from time to time, sell participation interests
in the loans and Borrower's obligations hereunder and/or assign its rights and
obligations hereunder to third parties, on such terms and conditions as Lender
may determine, in its sole discretion, and Borrower specifically consents
thereto.

(d)      Headings; Severability; Integration.  The
headings contained herein are for convenience only and shall not affect the
construction hereof.  If one or more
provisions of this Agreement (or the application thereof) shall be invalid,
illegal or unenforceable in any respect in any jurisdiction, the same shall
not, to the fullest extent permitted by applicable law, invalidate or render
illegal or unenforceable such provision (or its application) in any other jurisdiction
or any other provision of this Agreement (or its application).  This Agreement is the entire agreement of
the parties with respect to the subject matter hereof and supersedes any prior
written or verbal communications or instruments relating thereof.

(e)      Term.  This Agreement
shall continue in full force and effect so long as any of the Obligations or
any LC Amount remains outstanding or has not been fully and finally paid,
performed or satisfied.

(f)       Waiver of Remedies.  Borrower
acknowledges that the transactions contemplated hereby are commercial
transactions and waives, to the fullest extent it may do so under applicable
law, such rights as it may have or hereafter have to notices and/or hearings
under applicable federal or state laws relating to exercise of any of Lender's
rights, including without limitation the right to deprive Borrower of or affect
its use, possession or enjoyment of property prior to rendition of a final
judgment against Borrower.

14.     GOVERNING LAW; JURISDICTION; WAIVER OF
JURY TRIAL.

(a)      Governing Law.  This
Agreement shall take effect as a sealed instrument and shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts
(without giving effect to its conflict of laws rules).

(b)      Jurisdiction.  Borrower
irrevocably submits to the non-exclusive jurisdiction of any federal or state
court sitting in the Commonwealth of Massachusetts over any suit, action or
proceeding arising out of or relating to this Agreement and agrees that such courts
shall have exclusive jurisdiction over any suit, action or proceeding against
Lender.  Borrower irrevocably waives, to
the fullest extent it may do so under applicable law, any objection it may have
or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that the same has been
brought in an inconvenient forum.

(c)      WAIVER OF JURY TRIAL.  BORROWER
AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHT IT MAY HAVE OR HEREAFTER HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.  Borrower hereby certifies that neither
Lender nor any of its representatives, agents or counsel has represented,
expressly or otherwise, that Lender would not, in the event of any such suit,
action or proceeding, seek to enforce this waiver of right to trial by
jury.  Borrower acknowledges that Lender
has been induced to enter into this Agreement by, among other things, this waiver.  Borrower acknowledges that it has read the
provisions of this Agreement and in particular, this §14; has consulted legal
counsel; understands the right it is granting in this Agreement and is waiving
in this §14 in particular; and makes the above waiver knowingly, voluntarily
and intentionally.

Executed
as an instrument under seal on the date set forth above.

ASECO
  CORPORATIONBy:  /s/ Jeffrey S. MathiesenName:
  Jeffrey
  S. MathiesenTitle:
  Vice
  President of FinanceAddress
  of Chief Executive Office:2340
  West County Road CSt.
  Paul, Minnesota  55113CITIZENS
  BANK OF MASSACHUSETTSBy:  /s/ Nathan E. PuseyName:
  Nathan
  E. PuseyTitle:
  Vice
  President / Commercial LendingEXHIBIT
A

DEMAND
LINE OF CREDIT NOTE

$1,000,000.00
  Boston, Massachusetts
  December 18, 20001.       Promise
To Pay.

FOR VALUE RECEIVED,
ASECO CORPORATION, a Minnesota corporation, having an address at 2340 West
County Road C, St. Paul, Minnesota 
55113 (Borrower), promises to pay to the order of CITIZENS BANK OF
MASSACHUSETTS, a Massachusetts banking corporation, having an address at 28
State Street, Boston, MA 02108 (Lender), ON DEMAND, the principal sum of ONE
MILLION ($1,000,000.00) DOLLARS, or so much thereof as may be advanced, with
interest thereon, or on the amount thereof from time to time outstanding, to be
computed, as hereinafter provided, on each advance from the date of its
disbursement until such principal sum shall be fully paid.  Interest shall be payable in installments as
set forth in Section 4 below.  The total
principal sum, or the amount thereof outstanding, together with any accrued but
unpaid interest, shall be due and payable in full on the earlier of (a) the
Lender making demand hereunder; or (b) September 30, 2001, subject to
acceleration in accordance with, the Loan Agreement pursuant to which this Note
has been issued.

2.       Loan
Agreement.

This Note is issued
pursuant to the terms, provisions and conditions of an agreement captioned Demand
Loan and Security Agreement (the Loan Agreement) dated as of the date hereof
between Borrower and  Lender, as amended
from time to time, and evidences the Loans made pursuant thereto.  Capitalized terms used herein which are not
otherwise specifically defined shall have the same meaning herein as in the
Loan Agreement.

3.       Interest
Rates.

3.1.
  Borrower's
  Options.  Principal
  amounts outstanding hereunder shall bear interest at the following rates, at
  Borrower's selection, subject to the conditions and limita­tions provided for
  in this Note:  (i) Variable Rate or
  (ii) Eurodollar Rate.3.1.1.
  Selection
  To Be Made. 
  Borrower shall select, and thereafter may change the selection of, the
  applicable interest rate, from the alternatives otherwise provided for in
  this Note, by giving Lender a Notice of Rate Selection:  (i) prior to each Loan Advance, (ii) prior
  to the end of each Interest Period applicable to a Eurodollar Advance, or
  (iii) on any Business Day on which Borrower desires to convert an outstanding
  Variable Rate Advance to a Eurodollar Rate Advance.3.1.2.
  Notice.  A Notice of Rate Selection shall be a
  written notice, given by cable, tested telex, telecopier (with authorized
  signature), or by telephone if immediately confirmed by such a written
  notice, from an Authorized Repre­sentative of Borrower which:  (i) is irrevocable with respect to the
  interest rate, amount, and interest period selected; (ii) is received by
  Lender not later than 10:00 o'clock A.M. Eastern Time:  (a) if a Eurodollar Rate is selected, at
  least three (3) Business Days prior to the first day of the Interest Period
  to which such selection is to apply, (b) if a Variable Rate is selected, on
  the first day of the Interest Period to which it applies; and (iii) as to
  each selected interest rate option, sets forth the aggregate principal
  amount(s) to which such interest rate option(s) shall apply and the Interest
  Period(s) applicable to each Eurodollar Advance.3.1.3.
  If
  No Notice. 
  If Borrower fails to select an interest rate option in accordance with
  the foregoing prior to a Loan Advance, or prior to the last day of the applicable
  Interest Period of an outstanding Eurodollar Advance, or if a Eurodollar
  Advance is not available, any new Loan Advance made shall be deemed to be a
  Variable Rate Advance, and on the last day of the applicable Interest Period
  all outstanding principal amounts shall be deemed converted to a Variable
  Rate Advance.3.2.
  Telephonic
  Notice.  Without any way
  limiting Borrower's obligation to confirm in writing any telephonic notice, Lender
  may act without liability upon the basis of telephonic notice believed by
  Lender in good faith to be from Borrower prior to receipt of written
  confirmation.  In each case Borrower
  hereby waives the right to dispute Lender's record of the terms of such
  telephonic Notice of Rate Selection in the absence of manifest error.3.3.
  Limits
  On Options; One Selection Per Month.  Each Eurodollar Advance shall be in a
  minimum amount of $250,000.00.  At no
  time shall there be outstanding a total of more than two (2) Eurodollar Rate
  Advances combined at any time.  If
  Borrower shall make more than one (1) interest rate selection in any thirty
  (30) day period, excluding conversions of outstanding advances made at the
  end of an applicable Interest Period of any previously outstanding Eurodollar
  Advance, Lender may impose and Borrower shall pay a reasonable processing fee
  for each such additional selection.4.       Payment
of Interest and Principal.

4.1.
  Payment
  and Calculation of Interest. 
  All interest shall be: (a) payable in arrears on the first day of each
  month (with respect to Variable Rate Advances) or on the last day of each
  Interest Period but no less frequently than monthly,  on the first day of each month (with
  respect to Eurodollar Advances), until the principal together with all
  interest and other charges payable with respect to the Loan Advances shall be
  fully paid; and (b) calculated on the basis of a 360 day year and the actual
  number of days elapsed. Each change in the Prime Rate shall simultaneously change
  the Variable Rate payable under this Note. 
  Interest at the Eurodollar Rate shall be computed from and including
  the first day of the applicable Interest Period to, but excluding, the last
  day thereof.4.2.
  Prepayment.  The Loan Advances or any portion thereof
  may be prepaid in full or in part at any time without premium or penalty with
  respect to Variable Rate Advances and, with respect to Eurodollar Advances
  subject to a make-whole provision and upon payment of a Yield-Maintenance
  Fee.4.3.
  Demand
  or Maturity. On the earlier of: (a) the Lender
  making demand hereunder; or (b) September 30, 2001, subject to acceleration
  in accordance with, the Loan Agreement pursuant to which this Note has been
  issued, all accrued interest, principal and other charges due with respect to
  the Loan Advances shall be due and payable in full and the principal balance
  and such other charges, but not unpaid interest, shall continue to bear
  interest at the default rate specified in the Loan Agreement until so paid.4.4.
  Default
  Rate. After the earliest to occur of the Lender making demand
  hereunder or maturity (whether by acceleration after default or otherwise),
  interest shall be payable on the unpaid principal balance from time to time
  outstanding at a rate per annum equal to the interest rate applicable
  hereunder plus three percent (3%), until fully paid.4.5.
  Make
  Whole Provision. 
  Borrower shall pay to Lender, immediately upon request and
  notwithstanding contrary provisions contained in any of the Loan Documents,
  such amounts as shall, in the reasonable judgment of Lender (in the absence
  of manifest error), compensate Lender for the loss, cost or expense which it
  may reasonably incur as a result of (i) any payment or prepay­ment, under any
  circumstances whatsoever, whether voluntary or involuntary, of all or any
  portion of a Eurodollar Advance on a date other than the last day of the
  applicable Interest Period of a Eurodollar Advance, (ii) the conversion, for
  any reason whatsoever, whether voluntary or involuntary, of any Eurodollar
  Advance to a Variable Rate Advance on a date other than the last day of the
  applicable Interest Period, (iii) the failure of all or a portion of a Loan
  Advance which was to have borne interest at the Eurodollar Rate pursuant to
  the request of Borrower to be made under the Loan Agreement (except as a
  result of a failure by Lender to fulfill Lender's obligations to fund), or
  (iv) the failure of Borrower to borrow in accordance with any request
  submitted by it for a Eurodollar Advance. 
  Such amounts payable by Borrower shall be equal to any administrative
  costs actually incurred plus, in any event, but without duplication, a Yield
  Maintenance Fee.  The Yield
  Maintenance Fee shall be an amount equal to the product of:  (a) the amount so prepaid, converted, not
  advanced or not borrowed, as the case may be, multiplied by (b) the
  difference between the Eurodollar Rate then in effect, or which would have
  been in effect (computed separately for each outstanding maturity or installment),
  and the Treasury Rate in effect on the date of the occurrence (computed
  separately for each outstanding maturity or installment), which product shall
  be multiplied by (c) a fraction, the numerator of which is the number of days
  from the date of occurrence to the last day of the applicable Interest Period
  (or, if applicable, each Interest Period) and the denominator of which is 360
  days; however, if or to the extent that the applicable Eurodollar Rate
  for the applicable Interest Period (computed separately for each maturity or
  installment) is equal to or less than the Treasury Rate, no Yield Maintenance
  Fee shall be payable.4.6.
  Late
  Charge.  Any payment not
  paid within ten (10) days after the date such payment is due shall be subject
  to a late fee equal to five percent (5%) of the amount overdue.5.       Certain
Definitions and Provisions Relating To Interest Rate.

5.1.
  Adjusted
  LIBO Rate. 
  The Term Adjusted LIBO Rate means for each Interest Period the rate
  per annum obtained by dividing (i) the LIBO Rate for such Interest Period, by
  (ii) a percentage equal to one hundred percent (100%) minus the maximum
  reserve percentage applicable during such Interest Period under regulations
  issued from time to time by the Board of Governors of the Federal Reserve
  System for deter­mining the maximum reserve requirements (including, without
  limitation, any basic, supplemental, marginal and emergency reserve
  requirements) for Lender (or of any subsequent holder of this Note which is
  subject to such reserve requirements) in respect of liabilities or assets
  consisting of or including Eurocurrency liabilities (as such term is defined
  in Regulation D of the Board of Governors of the Federal Reserve System)
  having a term equal to the Interest Period.5.2.
  Banking
  Day.  The term Banking
  Day means a day on which banks are not required or authorized by law to
  close in the city in which Lender's principal office is situated.5.3.
  Business
  Day; Same Calendar Month. 
  The term Business Day means any Banking Day and, if the applicable
  Business Day relates to the selection or determination of any Eurodollar
  Rate, any London Banking Day.  If any
  day on which a payment is due is not a Business Day, then the payment shall
  be due on the next day following which is a Business Day, unless, with
  respect to Eurodollar Advances, the effect would be to make the payment due
  in the next calendar month, in which event such payment shall be due on the
  next preceding day which is a Business Day. 
  Further, if there is no corresponding day for a payment in the given
  calendar month (i.e., there is no February 30th), the payment shall be due
  on the last Business Day of the calendar month.5.4.
  Dollars.  The term Dollars or $ means lawful
  money of the United States.5.5.
  Eurodollar
  Advance.  The term
  Eurodollar Advance means any principal outstanding under this Note which
  pursuant to this Note bears interest at the Eurodollar Rate.5.6.
  Eurodollar
  Rate.  The term
  Eurodollar Rate means the per annum rate equal to the Adjusted LIBO Rate
  plus one and one-half percent (1.5%).5.7.
  Interest
  Period.5.7.1
  The
  term Interest Period means with respect to each Eurodollar Advance:  a period of one (1), two (2), or three (3)
  consecutive months, subject to availability, as selected, or deemed selected,
  by Borrower at least three (3) Business Days prior to a Loan Advance, or if
  an advance is already outstanding, at least three (3) Business Days prior to
  the end of the current Interest Period. 
  Each such Interest Period shall commence on the Business Day so
  selected, or deemed selected, by Borrower and shall end on the numerically
  corresponding day in the first, second, or third month thereafter, as
  applicable.  Provided, however:
  (i) if there is no such numerically corresponding day, such Interest Period
  shall end on the last Business Day of the applicable month, (ii) if the last
  day of such an Interest Period would otherwise occur on a day which is not a
  Business Day, such Interest Period shall be extended to the next succeeding
  Business Day; but (iii) if such extension would otherwise cause such last day
  to occur in a new calendar month, then such last day shall occur on the next
  preceding Business Day.5.7.2
  The
  term Interest Period shall mean with respect to each Variable Rate Advance
  consecutive periods of one (1) day each.5.7.3
  No
  Interest Period may be selected which would end beyond the Maturity
  Date.  If the last day of an Interest
  Period would otherwise occur on a day which is not a Business Day, such last
  day shall be extended to the next succeeding Business Day, except as provided
  above in clause (A) relative to a Eurodollar Advance.5.8.
  LIBO
  Rate. The term LIBO Rate means, with respect to each
  Interest Period, the rate of interest, expressed as an annual rate, equal to
  the simple average, rounded up to the nearest 1/16 of 1%, of the rates shown
  on the display referred to as the Telerate Page 3750 (or any display
  substituted therefor) of the Dow Jones Telerate Service as being the
  respective rates at which deposits in Dollars would be offered by the
  principal London offices of each of the banks named thereon to major banks in
  the London interbank market at approximately 11:00 A.M. (London time) on the
  second London Banking Day before the first day of such Interest Period for a
  period substantially coextensive with such Interest Period5.9.
  Loan
  Advance.  The term Loan
  Advance means any Loan made under the Loan Agreement.5.10.
  London
  Banking Day. 
  The term London Banking Day means any day on which dealings in deposits
  in Dollars are transacted in the London interbank market.5.11.
  Maturity
  Date.  The term
  Maturity Date means September 30, 2001, or in any instance, upon
  acceleration of the Loans, if the Loans have been accelerated by Lender upon
  an Event of Default.5.12.
  Present
  Value.  The term
  Present Value means the value at the applicable maturity discounted to the
  date of prepayment using the Treasury Rate.5.13.
  Prime
  Rate.  The term Prime
  Rate means the per annum rate of interest so designated from time to time by
  Lender as its prime rate.  The Prime
  Rate is a reference rate and does not necessarily represent the lowest or
  best rate being charged to any customer.5.14.
  Treasury
  Rate.  The term
  Treasury Rate means, as of the date of any calculation or determination,
  the latest published rate for United States Treasury Notes or Bills (but the
  rate on Bills issued on a discounted basis shall be converted to a bond
  equivalent) as published weekly in the Federal Reserve Statistical Release
  H.15(519) of Selected Interest Rates in an amount which approximates (as
  reasonably determined by Lender) the amount (i) approximately comparable to
  the portion of the Loan Advance to which the Treasury Rate applies for the
  Interest Period, or (ii) in the case of a prepayment, the amount prepaid and
  with a maturity closest to the original maturity of the installment which is
  prepaid in whole or in part.5.15.
  Variable
  Rate.  The term
  Variable Rate means a per annum rate equal at all times to the Prime Rate, with
  changes therein to be effective simultane­ously with any change in the Prime
  Rate.5.16.
  Variable
  Rate Advance. 
  The term Variable Rate Advance means any principal amount
  outstanding under this Note which pursuant to this Note bears interest at the
  Variable Rate6.       Additional
Provisions Related to Interest Rate Selection.

6.1
  Increased
  Costs.  If, due to any
  one or more of:  (i) the introduction
  of any applicable law or regulation or any change (other than any change by
  way of imposition or increase of reserve requirements already referred to in
  the definition of Eurodollar Rate) in the interpretation or application by
  any authority charged with the interpretation or application thereof of any
  law or regulation; or (ii) the compliance with any guideline or request from
  any governmental central bank or other governmental authority (whether or not
  having the force of law), there shall be an increase in the cost to Lender of
  agreeing to make or making, funding or maintaining Eurodollar Advances, including
  without limitation changes which affect or would affect the amount of capital
  or reserves required or expected to be maintained by Lender, with respect to
  all or any portion of the Loan Advances, or any corporation controlling
  Lender, on account thereof, then Borrower from time to time shall, upon
  written demand by Lender made within ninety (90) days of such increase in
  cost, pay Lender additional amounts sufficient to indemnify Lender against
  the increased cost.  A certificate as
  to the amount of the increased cost and the reason therefor submitted to
  Borrower by Lender, in the absence of manifest error, shall be conclusive and
  binding for all purposes.6.2.
  Illegality.  Notwithstanding any other provision of
  this Note, if the introduction of or change in or in the interpretation of
  any law, treaty, statute, regulation or interpretation thereof shall make it
  unlawful, or any central bank or government authority shall assert by
  directive, guideline or otherwise, that it is unlawful, for Lender to make or
  maintain Eurodollar Advances or to continue to fund or maintain Eurodollar Advances
  then, on written notice thereof and demand by Lender to Borrower, (a) the obligation
  of Lender to make Eurodollar Advances and to convert or continue any Loan
  Advances as Eurodollar Advances shall terminate and (b) Borrower shall convert
  all principal outstanding under this Note into Variable Rate Advances.6.3.
  Additional
  Eurodollar Conditions. 
  The selection by Borrower of a Eurodollar Rate and the maintenance of
  Loan Advances at such rate shall be subject to the following additional terms
  and conditions:(i)
  Availability.  If, before or after Borrower has selected
  to take or maintain a Eurodollar Advance, Lender notifies Borrower that:(A)
  dollar
  deposits in the amount and for the maturity requested are not available to
  Lender in the London interbank market at the rate specified in the definition
  of LIBO Rate set forth above, or(B)
  reasonable
  means do not exist for Lender to determine the Eurodollar Rate for the
  amounts and maturity requested,then
  the principal which would have been a Eurodollar Advance shall be a Variable
  Rate Advance.(ii)
  Payments
  Net of Taxes. 
  All payments and prepay­ments of principal and interest under this
  Note shall be made net of any taxes and costs resulting from having principal
  outstanding at or computed with reference to a Eurodollar Rate.  Without limiting the generality of the
  preceding obligation, illustrations of such taxes and costs are taxes, or the
  withholding of amounts for taxes, of any nature whatsoever including income,
  excise, interest equalization taxes (other than United States or state income
  taxes) as well as all levies, imposts, duties or fees whether now in
  existence or as the result of a change in or promulgation of any treaty,
  statute, regulation, or interpretation thereof or any directive guideline or
  otherwise by a central bank or fiscal authority (whether or not having the
  force of law) or a change in the basis of, or the time of payment of, such
  taxes and other amounts resulting therefrom.6.4.
  Variable
  Rate Advances. 
  Each Variable Rate Advance shall continue as a Variable Rate Advance
  until the Maturity Date or the date on which the Lender makes demand
  hereunder, which ever is earlier, unless sooner converted, in whole or in
  part, to a Eurodollar Rate Advance, subject to the limitations and conditions
  set forth in this Note.6.5.
  Conversion
  of Other Advances. 
  At the end of each applicable Interest Period, the applicable
  Eurodollar Rate Advance shall be converted to a Variable Rate Advance unless
  Borrower selects another option in accordance with the provisions of this
  Note.7.       Acceleration;
Event of Default.

At the option of the
holder, this Note and the indebtedness evidenced hereby shall become immediately
due and payable without further notice or demand, and notwithstanding any prior
waiver of any breach or default, or other indulgence, upon the occurrence at
any time of any Event of Default as defined in the Loan Agreement.

8.       Certain
Waivers, Consents and Agreements.

Each and every party
liable hereon or for the indebtedness evidenced hereby whether as maker, endorser,
guarantor, surety or otherwise hereby: 
(a) waives presentment, demand, protest, suretyship defenses and
defenses in the nature thereof; (b) waives any defenses based upon and
specifically assents to any and all extensions and postponements of the time
for payment, changes in terms and conditions and all other indulgences and
forbearances which may be granted by the holder to any party now or hereafter
liable hereunder or for the indebtedness evidenced hereby; (c) agrees to any
substitution, exchange, release, surrender or other delivery of any security or
collateral now or hereafter held hereunder or in connection with the Loan Agree­ment,
or any of the other Loan Documents, and to the addition or release of any other
party or person primarily or secondarily liable; (d) agrees that if any
security or collateral given to secure this Note or the indebtedness evidenced
hereby or to secure any of the obligations set forth or referred to in the Loan
Agreement, or any of the other Loan Documents, shall be found to be
unenforceable in full or to any extent, or if Lender or any other party shall
fail to duly perfect or protect such collateral, the same shall not relieve or
release any party liable hereon or thereon nor vitiate any other security or
collateral given for any obligations evidenced hereby or thereby; (e) subject
to the terms of the Loan Agreement, agrees to pay all costs and expenses
incurred by Lender or any other holder of this Note in connection with the
indebtedness evidenced hereby, including, without limitation, all attorneys'
fees and costs, for the implementation of the Loans evidenced hereby, the
collection of the indebtedness evidenced hereby and the enforcement of rights
and remedies hereunder or under the other Loan Documents, whether or not suit
is instituted; and (f) consents to all of the terms and conditions contained in
this Note, the Loan Agreement, and all other instruments now or hereafter
executed evidencing or governing all or any portion of the security or collateral
for this Note and for such Loan Agreement, or any one or more of the other Loan
Documents.

9.       Delay Not A Bar.

No delay or omission on
the part of the holder in exercising any right hereunder or any right under any
instrument or agree­ment now or hereafter executed in connection herewith, or
any agreement or instrument which is given or may be given to secure the
indebtedness evidenced hereby or by the Loan Agreement, or any other agreement
now or hereafter executed in connection here­with or therewith shall operate as
a waiver of any such right or of any other right of such holder, nor shall any
delay, omission or waiver on any one occasion be deemed to be a bar to or
waiver of the same or of any other right on any future occasion.

10.     Partial
Invalidity.

The invalidity or unenforceability of any
provision hereof, of the Loan Agreement, of the other Loan Documents, or of any
other instrument, agreement or document now or hereafter executed in connection
with the Loan Agreement made pursuant hereto and thereto shall not impair or
vitiate any other provision of any of such instruments, agreements and
documents, all of which provisions shall be enforceable to the fullest extent
now or hereafter permitted by law.

11.     Compliance
With Usury Laws.

All agreements between
Borrower and Lender are hereby expressly limited so that in no contingency or
event whatsoever, whether by reason of acceleration of maturity of the
indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to
be paid to Lender for the use or the forbearance of the indebtedness evidenced
hereby exceed the maximum permissible under applicable law.  As used herein, the term applicable law
shall mean the law in effect as of the date hereof, provided, however,
that in the event there is a change in the law which results in a higher
permissible rate of interest, then this Note shall be governed by such new law
as of its effective date.  In this
regard, it is expressly agreed that it is the intent of Borrower and Lender in
the execution, delivery and acceptance of this Note to contract in strict
compliance with the laws of the Commonwealth of Massachusetts from time to time
in effect.  If, under or from any
circumstances whatsoever, fulfillment of any provision hereof or of any of the
Loan Documents at the time performance of such provision shall be due, shall
involve transcending the limit of validity prescribed by applicable law, then
the obligation to be fulfilled shall automatically be reduced to the limit of
such validity, and if under or from any circumstances whatsoever Lender should
ever receive as interest an amount which would exceed the highest lawful rate,
such amount which would be excessive interest shall be applied to the reduction
of the principal balance evidenced hereby and not to the payment of
interest.  This provision shall control
every other provision of all agreements between Borrower and Lender.

12.     Waiver
of Jury Trial.

BORROWER AND LENDER
MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENTS CONTEM­PLATED TO BE
EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS WAIVER CONSTITUTES A MATERIAL
INDUCEMENT FOR LENDER TO ACCEPT THIS NOTE AND MAKE THE LOAN ADVANCES.

13.     No Oral Change.

This Note and the other
Loan Documents may only be amended, terminated, extended or otherwise modified
by a writing signed by the party against which enforcement is sought.  In no event shall any oral agreements, promises,
actions, inactions, knowledge, course of conduct, course of dealing, or the
like be effective to amend, terminate, extend or otherwise modify this Note or
any of the other Loan Documents.

14.     Rights
of the Holder.

This Note and the rights
and remedies provided for herein may be enforced by Lender or any subsequent
holder hereof.  Wherever the context
permits each reference to the term holder herein shall mean and refer to
Lender or the then subsequent holder of this Note.

IN WITNESS WHEREOF, Borrower has caused this Note to be
duly executed as of the date set forth above as a sealed instrument.

ASECO
CORPORATION

By:
  /s/
  Jeffrey S. MathiesenName:
  Jeffrey
  S. MathiesenVice
  President of FinanceEXHIBIT
B

PLEDGE
AND SECURITY AGREEMENT
(Certificate of Deposit)

PLEDGE AND SECURITY AGREEMENT dated as
of December 18, 2000 made by Aseco Corporation, a Minnesota corporation (the
"Pledgor"), in favor of Citizens Bank of Massachusetts, a
Massachusetts banking corporation ("Lender").  All capitalized terms used herein and not
otherwise defined shall have the meanings set forth in that certain Demand Loan
Agreement dated as of even date herewith between the Pledgor and the
Lender.  In consideration of the agreement
of the Lender to extend credit or other financial accommodations to the Pledgor
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in consideration of any and all loans,
advances, and extensions of credit now or hereafter made or extended by Lender
to, for the account of or on behalf of the Pledgor, the Pledgor hereby agrees
for the benefit of the Lender as follows:

1.       Pledge.  As collateral security for the prompt and
complete payment and performance when due of all of the Obligations (as defined
herein), the Pledgor hereby pledges, hypothecates, assigns, transfers and
delivers to Lender and does hereby grant to Lender a continuing security
interest in and first priority lien on the Collateral (as defined herein).

2.       Collateral.

(a)      The term "Collateral" shall mean
and include the following: (a) certificate of deposit no. 1162394874 issued by
Citizens Bank of Massachusetts and all certificates of deposit issued upon
expiration thereof as a result of a roll-over thereof (the CD); (b) any and
all moneys, securities and other property of the Pledgor, which are the
proceeds thereof, now or hereinafter held or received by or in transit to the
Lender or any such affiliate from or for the Pledgor, whether for safekeeping,
custody, pledge, transmission, collection or otherwise; (c) all income now or
hereafter earned therefrom and all investments now or hereafter made therewith;
and (d) all proceeds and products of any one or more of the foregoing whether
now existing or arising at any time in the future.

(b)      So long as (i) the Lender has not made demand under the Loan
Agreement; (ii) no Event of Default has occurred, or event which, with the
passage of time or the giving of notice or both, would constitute an Event of
Default; and (iii) the Maturity Date (as defined in the Demand Line of Credit
Note dated as of even date herewith by the Pledgor in favor of the Lender) has
not occurred, the Lender, if the Lender is in possession of the CD and receives
interest, may release interest earned and paid on the CD to the Pledgor, so
long as the principal amount of the CD held by the Lender is at least equal to
the greater of (A) One Million Dollars ($1,000,000.00); or (B) the amount of
the Obligations.

3.       Obligations.  The term "Obligations" shall mean
all obligations of the Pledgor to Lender, whether now existing or hereafter
arising, direct or indirect, absolute or contingent, secured or unsecured,
matured or unmatured, joint or several, liquidated or unliquidated.

4.       Warranties
and Representations.  Pledgor
warrants and represents to, and agrees with, Lender that:

(a)
     Pledgor is (at the time Pledgor
acquires an interest in the Collateral) and shall be the owner of the
Collateral free and clear of all pledges, liens, security interests and other
encumbrances of every nature whatsoever (except in favor of Lender);

(b)      Pledgor has the full right, power and authority to pledge the
Collateral and to grant the security interest in the Collateral as herein
provided;

(c)      the execution, delivery and performance of this Pledge and
Security Agreement by the Pledgor will not result in the violation of any
mortgage, indenture, material contract, instrument, material agreement,
judgment, decree, order, statute, rule or regulation to which the Pledgor is
subject or by which it or any of its property is bound;

(d)      Pledgor shall not suffer or permit any lien or encumbrance to
exist on or with respect to the Collateral except in favor of Lender;

(e)      this Agreement constitutes the legal, valid and binding
obligation of the Pledgor in accordance with the terms hereof and has been duly
authorized, executed and delivered; and

(f)       there is no material litigation or administrative proceeding
now pending or to the best of the Pledgor's knowledge threatened against the
Pledgor which if adversely decided would materially affect the ability of the
Pledgor to pay or perform its obligations hereunder.

5.       Unconditional
Obligations.  Pledgor hereby
consents to the extension, renewal, amendment, modification or recasting from
time to time of the Obligations, or of any instrument, document or agreement
evidencing or securing any of the same, and Pledgor specifically waives any
notice of the creation or existence of any of such Obligations and of any such
extension, renewal, amendment, modification or recasting.  Pledgor also agrees that the Lender may
enforce its rights as against Pledgor, the Collateral, or as against any other
party liable for the Obligations, or as against any other collateral given for
any of the Obligations, in any order or in such combination as the Lender may
in its sole discretion determine, and Pledgor hereby expressly waives all
suretyship defenses and defenses in the nature thereof, agrees to the release
or substitution of any Collateral or otherwise, waives any defense based upon
the invalidity or unenforceability of any other document or agreement evidencing
any of the Obligations of Pledgor to Lender.

6.       Defaults;
Remedies.  Upon Pledgor's failure to
pay or perform any of its obligations hereunder or under any of the documents
evidencing the Obligations when due, or upon the occurrence of a default or
Event of Default as defined in any of such documents, the Lender may, at its option,
from time to time, and notwithstanding any waiver or condonation at that time
or at any other time, exercise any one or more of the rights and remedies of a
secured party afforded by the Uniform Commercial Code, as from time to time in
effect in the Commonwealth of Massachusetts, or afforded by the other statutory
or decisional law of the Commonwealth of Massachusetts, or granted to the
Lender under the terms of this Agreement or any other document evidencing or
securing the Obligations, and Lender is hereby authorized to redeem the
Collateral and apply the proceeds thereof, net of any penalties, to the
outstanding Obligations.  Without
limiting the generality of the foregoing, the Pledgor expressly agrees that in
any such event, the Lender, without demand of performance or other demand,
advertisement or notice of any kind (except the notice specified below of time
and place of public or private sale) to or on the Pledgor or any other person
(all and each of which demands, advertisements and/or notices are hereby
expressly waived), may forthwith collect, receive, appropriate and realize on
the Collateral, or any part thereof, and forthwith sell, assign, give option or
options to purchase, contract to sell or otherwise dispose of and deliver the
Collateral, or any part thereof, in one or more units, parcels, or lots at one
or more public or private sales, at any of the Lender's offices or elsewhere,
on such terms and conditions as it may deem advisable and at such prices as it
may deem appropriate, for cash or on credit or for future delivery without
assumption of any credit risk, with the right to the Lender upon any such sale
or sales, public or private, to purchase the whole or any part of said
Collateral so sold.  Any purchaser at
any such sale or sales shall acquire the property sold absolutely free from any
claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent
permitted by applicable law) all rights, redemptions, stays and appraisal
rights which Pledgor now has, or may at any time in the future have, under any
rule of law or statute now existing or hereafter enacted.   The net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, after deducting all
reasonable costs and expenses of every kind incurred therein or incidental to
the care, safekeeping or otherwise of any and all of the Collateral or in any
way relating to the rights of the Lender hereunder, including reasonable
attorneys' fees and legal expenses, shall be applied to the payment of the
Obligations in such order as the Lender may determine, and, after all of the
Obligations have been paid in full and after payment of any other amount
required by any provision of law, including (without limitation) Section
9-504(1)(c) of the Uniform Commercial Code, the balance (if any) of such
proceeds shall be remitted to the Pledgor or as otherwise required by a court
of competent jurisdiction.  To the
extent permitted by applicable law, the Pledgor waives all claims, damages and
demands against the Lender arising out of the retention or sale of the
Collateral unless resulting from such Lender's willful misconduct.  The Pledgor agrees that the Lender need not
give more than ten (10) days' notice (which notice shall be deemed given on the
earlier of mailing or receipt) of the time and place of any public sale or of
the time after which a private sale or other intended disposition is to take
place and that such notice is reasonable notification of such matters.  No notification need be given to the Pledgor
if it has signed after default a statement renouncing or modifying any right to
notification of sale or other intended disposition.  The Lender may, without notice or publication, adjourn any public
or private sale, or cause such sale to be adjourned from time to time by
announcement at the time and place fixed for sale, and such sale may, without
further notice, be made at the time and place to which such sale is so
adjourned.  Pledgor shall remain liable
for any deficiency if the net proceeds of any sale or disposition of the
Collateral are insufficient to pay all Obligations.

7.       Replacement Upon Expiration.  Not later than ten (10) days prior to the
expiration of any certificate of deposit comprising a portion of the
Collateral, Pledgor shall provide written instruction to Lender specifying the
term of the certificate of deposit to be issued in replacement of the expiring
certificate of deposit, and Lender will use reasonable efforts to obtain a
certificate of deposit for such term. 
In the event timely notice is not given by Pledgor, Lender is hereby
authorized and directed by Pledgor to obtain a certificate of deposit for the
same term as the expiring certificate at the then prevailing rates offered by
the issuing institution.

8.       Expenses.  Expenses of enforcing the Lender's rights
hereunder including, but not limited to, preparation for sale, selling or the
like and Lender's reasonable attorneys' fees and other expenses shall be
payable by Pledgor and shall be secured hereby.

9.       Lender's
Obligations.  In no event shall the
Lender be liable with respect to, or on account of, the Collateral, except for
the safekeeping thereof; the Lender shall specifically have no obligation to
enforce any rights under any instruments or documents which may be included in
the Collateral; and Lender shall have no duty as to the preservation of rights
against prior parties or any other rights pertaining thereto.

10.     Further
Assurances.  Pledgor agrees to
execute such other instruments as the Lender may deem reasonably necessary or
desirable to effectuate the purposes of this Pledge and Security Agreement.

11.     No Transfers of Collateral.  Pledgor agrees that until Pledgor is
entitled to a return of the Collateral, or so much thereof as remains, it shall
not, without the express prior written consent of the Lender, transfer the Collateral
or any interest therein or enter into any agreement for the transfer of such
Collateral, or permit or suffer any other liens, whether or not junior to the
lien created hereby, to be created or to exist with respect to the Collateral.

12.     No
Wavier; Remedies Cumulative.  The
Lender shall not by any act, delay, omission or otherwise be deemed to have
waived any of its rights or remedies hereunder and no waiver shall be valid
unless in writing, signed by the Lender and then only to the extent therein set
forth.  A waiver of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy that the Lender would otherwise have had on any future occasion.  No failure to exercise nor any delay in
exercising, on the part of any Lender, any right, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder preclude any other or future exercise
thereof or the exercise or any other right, power or privilege.  The rights and remedies hereunder provided
are cumulative, may be exercised singly or concurrently and are not exclusive
of any rights and remedies provided by law.

13.     Severability.  Any provision of this Pledge and Security
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

14.     Notices.  Except as otherwise specified herein, all
notices, requests, demands or other communications to or on the Pledgor or the
Lender shall be in writing and shall be given or made to the party to which
such notice is required or permitted to be given or made at the address set
forth below or at such other address as any party hereto may hereafter specify
to the other in writing, and (unless otherwise specified herein) shall be
deemed delivered on receipt if delivered by hand or sent by facsimile
transmission; on the next day, if by commercial overnight courier; and on the
third day, if by registered or certified mail, postage prepaid.

15.     Amendments;
Successors and Assigns; Governing Law. 
None of the terms or provisions of this Pledge and Security Agreement
may be waived, altered, modified or amended except by an instrument in writing,
duly executed by the Lender and Pledgor. 
This Pledge and Security Agreement and all obligations of the Pledgor
hereunder shall be binding on the respective successors and assigns of the
Pledgor and shall, together with the rights and remedies of the Lender
hereunder, inure to the benefit of the Lender and its respective successors and
assigns.  This Pledge and Security
Agreement shall be governed by, and construed and interpreted in accordance
with, the laws of the Commonwealth of Massachusetts.

16.     Jurisdiction;
Waiver of Trial by Jury.  For
purposes of any action or proceeding involving this Agreement, Pledgor hereby
expressly submits to the jurisdiction of all federal and state courts located
in the Commonwealth of Massachusetts and consents that any order, process,
notice of motion or other application to or by any of said courts or a judge
thereof may be served within or without such court's jurisdiction by registered
mail or by personal service, provided a reasonable time for appearance
is allowed (but not less than the time otherwise afforded by any law or rule),
and waives any right to contest the appropriateness of any action brought in
any such court based upon lack of personal jurisdiction, improper venue or forum
non conveniens.  PLEDGOR
AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE
EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF
ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY
SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

This Pledge and Security
Agreement has been executed and delivered as an instrument under seal as of the
date first written above.

PLEDGOR:  ASECO CORPORATIONBy:
  /s/
  Jeffrey S. MathiesenName:  Jeffrey S. MathiesenTitle:Address:2340
  West County Road CSt.
  Paul, Minnesota  55113SCHEDULE I

DEFINITIONS



"Collateral"
means the Collateral, as defined in that certain Pledge and Security Agreement
dated as of even date herewith by the Borrower in favor of the Lender.

"Event
of Default" means any event specified in Section 9 hereof.

"GAAP"
means generally accepted accounting principles, consistently applied.

"Indebtedness"
means (i) all liabilities for borrowed money, for the deferred purchase price
of property or services, and under leases which are or should be, under
generally accepted accounting principles, recorded as capital leases, in
respect of which a Person is directly or indirectly, absolutely or contingently
liable as obligor, guarantor, endorser or otherwise, or in respect of which such
Person otherwise assures a creditor against loss, (ii) all liabilities of the
type described in (i) above which are secured by (or for which the holder has
an existing right, contingent or otherwise, to be secured by) any Lien upon
property owned by such Person, whether or not such Person has assumed or become
liable for the payment thereof, and (iii) all other liabilities or obligations
which would, in accordance with GAAP, be classified as liabilities of such
Person.

LC
Amount  at any time, the aggregate undrawn face amount of all Letters of
Credit and LC Guaranties then outstanding.

LC
Guaranty  any guaranty pursuant to which Lender or any affiliate of Lender
shall guaranty the payment or performance by Borrower of its reimbursement
obligation under any letter of credit.

Letter
of Credit  any letter of credit issued by Lender or any of Lenders
affiliates for the account of the Borrower.

"Lien"
means any mortgage, pledge, assignment, lien, attachment, charge, encumbrance
or security interest of any kind whatsoever, or the interest of a vendor or
lessor under a conditional sale, title retention or capital lease agreement.

Line
of Credit Note means the Note executed and delivered by Borrower to Lender in
the form of Exhibit A hereof, made to evidence the Loans.

"Loan"
or "Loans" has the meaning give in Section 2(a) hereof.

"Loan
Documents" means this Agreement, the Line of Credit Note, the Pledge and
Security Agreement and any and all other agreements, instruments and documents
relating to, evidencing or securing the Obligations.

"Note"
or "Notes" means (as the context permits) any or all notes evidencing
the Loans.

"Obligations"
means all loans, advances, interest, fees, debts, liabilities, obligations
(including without limitation contingent obligations under guarantees and
letters of credit), agreements, undertakings, covenants and duties owing or to
be performed or observed by Borrower to or in favor of Lender, of every kind
and description (whether or not evidenced by any note or other instrument; for
the payment of money; arising out of the Loans, this Agreement or any other
agreement between Lender and Borrower or any other instrument of Borrower in
favor of Lender; arising out of or relating or similar to transactions
described herein; or contemplated as of the Closing Date), direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter
arising, including without limitation all interest, fees, charges, and amounts
chargeable to Borrower under §11(a).

"Person"
means any individual, partnership, firm, association, business enterprise,
trust, estate, company, joint venture, governmental authority, corporation or
other entity.

Pledge
Agreement means the Pledge and Security Agreement executed and delivered by
the Borrower to Lender in the form of Exhibit B hereto, made to secure
payment of the Loans.

"UCC"
means the Uniform Commercial Code, as adopted in the Commonwealth of Massachusetts.