US HOME SYSTEMS INC /TX
LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>3
<FILENAME>dex1046.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.46

                                 LOAN AGREEMENT

                                     Between

U.S. HOME SYSTEMS, INC.                                 THE FROST NATIONAL BANK
750 State Highway 121 Bypass, Suite 170 and             100 W. Houston Street
Lewisville, Texas 75067                                 San Antonio, Texas 78205

                                  May 30, 2003

     This Loan Agreement (the "Loan Agreement") will serve to set forth the
terms of the financing transactions by and between U.S. HOME SYSTEMS, Inc., a
Delaware corporation ("Borrower"), and THE FROST NATIONAL BANK, a national
banking association ("Lender"):

     1. Credit Facilities. Subject to the terms and conditions set forth in this
Loan Agreement and the other agreements, instruments and documents evidencing,
securing, governing, guaranteeing and/or pertaining to the Loans, as hereinafter
defined (collectively, together with the Loan Agreement, referred to hereinafter
as the "Loan Documents"), Lender hereby agrees to provide to Borrower the credit
facility or facilities hereinbelow (whether one or more, the "Credit
Facilities"):

          (a) Revolving Line of Credit. Subject to the terms and conditions set
     forth herein, Lender agrees to lend to Borrower, on a revolving basis from
     time to time during the period commencing on the date hereof and continuing
     through the maturity date of the promissory note evidencing this Credit
     Facility from time to time, such amounts as Borrower may request hereunder;
     provided, however, the total principal amount outstanding at any time shall
     not exceed the lesser of (i) the Collateral Value of the Eligible
     Installment Contracts (as defined below) or (ii) $5,000,000 (the "Revolving
     Line of Credit"). Subject to the terms and conditions hereof, Borrower may
     borrow, repay and reborrow hereunder. If at any time the aggregate
     principal amount outstanding under the Revolving Line of Credit shall
     exceed the Collateral Value of the Eligible Installment Contracts, Borrower
     agrees to immediately repay to Lender such excess amount, plus all accrued
     unpaid interest thereon. The initial advance under the Revolving Line of
     Credit shall be used to refinance all sums outstanding on the date hereof
     under the Existing Loan Agreement (as defined below) and all subsequent
     advances under the Revolving Line of Credit shall be used to acquire
     Installment Contracts, for working capital of FCC (as defined below) and
     other general corporate purposes.

     Borrower shall immediately pay or cause to be paid to Lender the proceeds
     of any Installment Contract sold or otherwise transferred, and with respect
     to any Eligible Installment Contract sold or otherwise transferred for less
     than its Collateral Value, Borrower shall immediately pay Lender the
     difference between the Collateral Value of such Eligible Installment
     Contract and the proceeds received from the sale or other transfer of such
     Eligible Installment Contract. In the event Borrower desires to substitute

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     any Eligible Installment Contract (the "Replacement Contract") for an
     Installment Contract previously delivered and purchased or contributed
     pursuant to the Securitization, Borrower shall provide notice of its
     intention to Lender and pay Lender the Collateral Value of the Replacement
     Contract. Upon receipt of the Collateral Value of the Replacement Contract,
     Lender shall execute such documents evidencing Lender's release of its lien
     on the Replacement Contract as Borrower may reasonably request. Upon notice
     from U.S. Bank (as defined below) that any Eligible Installment Contract
     delivered to U.S. Bank is not eligible for purchase under the
     Securitization (as defined below), Borrower and FCC shall deliver written
     notice to Lender of the documentation deficiencies noted by U.S. Bank. If
     Lender determines in its reasonable discretion that such deficiencies
     materially impair such Eligible Installment Contract's Collateral Value,
     Borrower will pay Lender the Collateral Value of such Eligible Installment
     Contract or cure such deficiency within fifteen days after notice by Lender
     to Borrower.

     With respect to any sale by FCC of an Installment Contract other than
     pursuant to the Securitization, prior to the occurrence of an Event of
     Default, upon delivery by Borrower of a transmittal request substantially
     in the form attached hereto as Exhibit 1 (a "Transmittal Request"), Lender
     will execute and deliver a transmittal to the purchaser identified in the
     Transmittal Request in substantially the form of Exhibit 2 (a "Bailee
     Letter") and direct U.S. Bank to deliver such Installment Contracts to the
     purchaser named in such Bailee Letter. All Installment Contracts delivered
     to any purchaser (other than a purchaser under the Securitization) shall be
     delivered under cover of a Bailee Letter, along with a copy of the
     applicable Transmittal Request. Borrower and FCC shall cause all purchasers
     to pay all amounts payable (other than any such amount being loaned or
     contributed as capital by FCC to FCC Acceptance Corp. in connection with
     the Securitization) on account of the sale of Installment Contracts
     directly to Lender. Borrower will not be credited for any amount due from
     any purchaser (including any purchase under the Securitization) until
     Lender has actually received immediately available funds.

     FCC, Lender, U.S. Bank, FCC Acceptance Corp. and DZ Bank AG Deutsche
     Zentral - Genossenschaftsbank, Frankfurt Am Main ("DZ Bank") have entered
     into a Letter Agreement of even date herewith (as from time to time
     amended, modified or restated, the "Letter Agreement"), regarding the
     delivery and sale of Installment Contracts by FCC pursuant to the
     Securitization. Borrower shall, and shall cause FCC to, deliver to Lender
     (a) simultaneously with each delivery of Installment Contracts to U.S.
     Bank, a list of each Installment Contract so delivered, and (b) upon FCC's
     receipt thereof, a copy of each notice from U.S. Bank as to which delivered
     Installment Contracts will be eligible for purchase under the
     Securitization.

          (b) Borrowing Base Line of Credit. Subject to the terms and conditions
     set forth herein, Lender agrees to lend to Borrower, on a revolving basis
     from time to time during the period commencing on the date hereof and
     continuing through the maturity date of the promissory note evidencing this
     Credit Facility from time to time, such amounts as Borrower may request
     hereunder; provided, however, the total principal amount outstanding at any
     time shall not exceed the lesser of (i) an amount equal to the

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     Borrowing Base (as defined below), or (ii) $2,000,000 (the "Borrowing Base
     Line of Credit"). If at any time the aggregate principal amount outstanding
     under the Borrowing Base Line of Credit shall exceed an amount equal to the
     Borrowing Base, Borrower agrees to immediately repay to Lender such excess
     amount, plus all accrued but unpaid interest thereon. Subject to the terms
     and conditions hereof, Borrower may borrow, repay and reborrow hereunder.
     The sums advanced under the Borrowing Base Line of Credit shall be used for
     working capital and other general business purposes of Borrower and its
     operating subsidiaries.

          (c) Term Loan. Subject to the terms and conditions set forth herein,
     Lender agrees to lend to Borrower, and Borrower agrees to borrow from
     Lender, an amount equal to the lesser of (i) $775,000 and (ii) 75% of the
     book value of the equipment owned by Borrower and pledged to Lender in a
     single advance (the "Term Loan") on the date hereof. The sums advanced
     under the Term Loan shall be for refinancing equipment purchased by U.S.
     Remodelers and for working capital and other general business purposes of
     Borrower and its operating subsidiaries.

     2. Defined Terms. As used in this Loan Agreement, the following terms have
the meanings given below:

          (a) "Borrowing Base" means an amount equal to 80% of the Eligible
     Accounts, plus 50% of the Eligible Inventory.

          (b) "Change of Control" means that at any time (i) Borrower shall fail
     to own, directly or indirectly, at least 51% of all of the outstanding
     Capital Stock of any Guarantor or shall cease to have the right or ability
     by voting power, contract or otherwise, to elect or designate for election
     a majority of the Board of Directors of any Guarantor, (ii) there are not
     at least two of the following individuals, Murray H. Gross, James D.
     Borschow, Robert A. DeFronzo or Peter Bulger, who are employed in senior
     management positions at Borrower and its subsidiaries, involved in the
     day-to-day operations of Borrower and its subsidiaries and able to perform
     substantially all of the material business decisions of Borrower and its
     subsidiaries as employees of Borrower or (iii) any "person" or "group" (as
     such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
     Act of 1934, as amended), shall become or obtain rights (whether by means
     of warrants, options or otherwise) to become, the "beneficial owner" (as
     defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
     as amended), directly or indirectly, of more than 50% of the outstanding
     Capital Stock of Borrower. For purposes of this definition, the following
     terms have the following meaning:

          "Board of Directors" means, with respect to any Person, such Person's
          Board of Directors or any committee thereof duly authorized to act on
          behalf of such Board of Directors.

          "Capital Stock" of any Person means any and all shares, interests,
          rights to purchase, warrants, options, contingent share issuances,
          participations or other equivalents of or interest in equity (however
          designated) of such Person.

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          (c) "Collateral Value" means with respect to each Eligible Installment
     Contract, as of the date of determination, 90% of the outstanding principal
     balance of such Installment Contract.

          (d) "DZ Bank" means DZ Bank AG Deutshe Zentral - Genossenschaftsbank,
     Frankfurt Am Main.

          (e) "Eligible Accounts" means at any time, an amount equal to the
     aggregate net invoice or ledger amount owing on all trade accounts
     receivable of any of Borrower, U.S. Remodelers, U.S. Deck, Facelifters, or
     US Window for goods sold or leased or services rendered in the ordinary
     course of business, in which the Lender has a perfected, first priority
     lien, after deducting (without duplication): (i) each such account that is
     unpaid sixty (60) days or more after the original invoice date thereof,
     (ii) the amount of all discounts, allowances, rebates, credits and
     adjustments to such accounts (iii) the amount of all contra accounts,
     setoffs, defenses or counterclaims asserted by or available to the account
     debtors, (iv) all accounts with respect to which goods are placed on
     consignment or subject to a guaranteed sale or other terms by reason of
     which payment by the account debtor may be conditional, (v) all accounts
     with respect to which any of Borrower, U.S. Remodelers, U.S. Deck,
     Facelifters or US Window has furnished a payment and/or performance bond
     and that portion of any account for or representing retainage, if any,
     until all prerequisites to the immediate payment of retainage have been
     satisfied, (vi) all accounts owing by account debtors for which there has
     been instituted a proceeding in bankruptcy or reorganization under the
     United States Bankruptcy Code or other law, whether state or federal, now
     or hereafter existing for relief of debtors, (vii) all accounts owing by
     any affiliates of Borrower, (viii) all accounts in which the account debtor
     is the United States or any department, agency or instrumentality of the
     United States, except to the extent an acknowledgment of assignment to
     Lender of such account in compliance with the Federal Assignment of Claims
     Act and other applicable laws has been received by Lender, (ix) all
     accounts due any of Borrower, U.S. Remodelers, U.S. Deck, Facelifters or US
     Window by any account debtor whose principal place of business is located
     outside the United States of America and its territories, (x) all accounts
     subject to any provision prohibiting assignment or requiring notice of or
     consent to such assignment, and (xii) any other accounts deemed
     unacceptable by Lender in its sole and absolute discretion.

          (f) "Eligible Installment Contract" means an Installment Contract with
     respect to which each of the following statements is accurate and complete
     (and FCC and Borrower by including such Installment Contract in any
     computation of the Collateral Value shall be deemed to so represent to
     Lender):

               (i) such Installment Contract is a binding and valid obligation
          of the debtor or obligor named therein to FCC, as holder of the
          Installment Contract, in full force and effect and enforceable in
          accordance with its terms;

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               (ii) such Installment Contract is genuine in all respects as
          appearing on its face and as represented in the books and records of
          FCC, and all information set forth therein is true and correct;

               (iii) to the best knowledge of FCC, such Installment Contract is
          free of any default of any party thereto, offsets and defenses,
          including the defense of usury, and from any rescission, cancellation
          or avoidance;

               (iv) such Installment Contract is free and clear of all security
          interests and liens, except in favor of Lender;

               (v) such Installment Contract complies in all respects with all
          requirements of law applicable thereto, and any notice or act required
          by law or regulation to be given or performed, in connection with such
          Installment Contract has been given and performed in full;

               (vi) no payment under such Installment Contract is more than
          thirty (30) days past due the payment due date set forth therein;

               (vii) FCC acquired such Installment Contract no more than ninety
          (90) days prior to the date of determination;

               (viii) such Installment Contract is payable in monthly
          installments of principal and interest, and requires a monthly payment
          which is sufficient to amortize the original principal balance over
          the original term and to pay interest at the related interest rate;
          provided that such Installment Contract may provide that the first
          monthly installment shall not be due and payable for a period of time
          not to exceed ninety (90) days from the date of FCC's acquisition of
          such Installment Contract;

     provided, however, that with respect to any Installment Contract in the
     event U.S. Bank notifies Lender that each item listed in the definition of
     Individual Receivable File with respect to such Installment Contract is not
     delivered to U.S. Bank within seven (7) days of the date such Installment
     Contract is first included as an Eligible Installment Contract and such
     document deficiency is not cured by Borrower and FCC or waived by Lender
     within fifteen (15) days of notice of such deficiency by U.S. Bank, such
     Installment Contract shall no longer constitute an Eligible Installment
     Contract.

          (g) "Eligible Inventory" means as of any date, the aggregate value of
     all inventory of raw materials and finished goods (excluding work in
     progress and packaging materials, supplies and any advertising costs
     capitalized into inventory) then owned by Borrower, U.S. Deck, U.S.
     Remodelers, Facelifters or US Window and held for sale, lease or other
     disposition in the ordinary course of its business, in which Lender has a
     first priority lien, excluding (i) inventory which is damaged, defective,
     obsolete or otherwise unsaleable in the ordinary course of business of
     Borrower, U.S. Remodelers, U.S. Deck, Facelifters or US Window, as
     applicable, (ii) inventory which has been

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     returned or rejected, and (iii) inventory subject to any consignment
     arrangement between Borrower, U.S. Remodelers, U.S. Deck Facelifters or US
     Window, as applicable, and any other person or entity. For purposes of this
     definition, Eligible Inventory shall be valued at the lower of cost
     (excluding the cost of labor) or market value.

          (h) "Existing Loan Agreement" means the Loan Agreement dated October
     2, 2001, between FCC and Lender, as amended or modified prior to the date
     hereof.

          (i) "Individual Receivables File" means with respect to each Eligible
     Installment Contract, a file containing each of the following items:

               (i) if such Installment Contract is not secured by a mortgage or
          deed of trust or other instrument creating a lien on real property:

                    (1) the sole original, executed copy of the related
               Installment Contract (including any amendments, extensions,
               modifications or waivers with respect thereto) with original
               assignments of such Installment Contract showing a complete chain
               of assignments from the applicable contractor to FCC;

                    (2) an executed copy of a certificate executed by the
               obligor under such Installment Contract and the applicable
               contractor certifying that the related home improvements have
               been fully completed; and

                    (3) a copy of the original credit application of the obligor
               related to such Installment Contract.

               (ii) if such Installment Contract is secured by a mortgage or
          deed of trust or other instrument creating a lien on real property:

                    (1) the sole original, executed copy of the related
               Installment Contract (including any amendments, extensions,
               modifications or waivers with respect thereto) with original
               assignments of such Installment Contract showing a complete chain
               of assignments from the applicable contractor to FCC;

                    (2) a copy of the mortgage, deed of trust or other similar
               instrument (a "Mortgage") related to such Installment Contract
               (together with evidence of transmittal of such Mortgage to the
               appropriate recording office) and original assignments of such
               Mortgage showing a complete chain of assignments of such Mortgage
               from origination to FCC (in each case, together with evidence of
               transmittal of such assignments of mortgage to the appropriate
               recording office);

                    (3) a copy of the title report related to the underlying
               collateral related to such Installment Contract; and

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                    (4) a copy of the original credit application of the obligor
               related to such Installment Contract.

          (j) "Installment Contract" means a consumer home improvement contract
     or loan which is evidenced by an installment contract or similar agreement,
     and which is owned by FCC, together with the rights and obligations of a
     holder thereof and payments thereon and proceeds therefrom.

          (k) "Loans" means all advances under the Credit Facilities.

          (l) "Person" means an individual, corporation, partnership, limited
     liability company, association, joint stock company, trust or trustee
     thereof, estate or executor thereof, unincorporated organization or joint
     venture, or any other legally recognizable entity.

          (m) "Purchase Agreement" means the Purchase and Contribution Agreement
     dated as of February 11, 2003, by and between FCC and FCC Acceptance Corp.

          (n) "Receivables Agreement" means the Receivables Loan and Security
     Agreement dated as of February 11, 2003, among FCC Acceptance Corp., FCC,
     as servicer, Autobahn Funding Company LLC, DZ Bank, as Agent, U.S. Bank, as
     Custodian, and Compu-Link Corporation, as back-up servicer.

          (o) "Securitization" means the sale or contribution from time to time
     by FCC of Installment Contracts to FCC Acceptance Corp, pursuant to the
     Purchase Agreement.

          (p) "U.S. Bank" means U.S. Bank National Association.

     3. Promissory Notes. The Loans shall be evidenced by one or more promissory
notes (whether one or more, together with any renewals, extensions and increases
thereof, the "Notes") duly executed by Borrower and payable to the order of
Lender, in form and substance acceptable to Lender. Interest on the Notes shall
accrue at the rate set forth therein. The principal of and interest on the Notes
shall be due and payable in accordance with the terms and conditions set forth
in the Notes and in this Loan Agreement.

     4. Requesting Advances.

          (a) All Advances. In Lender's discretion, Lender may require Borrower
     to give Lender not less than one (1) business day prior notice of each
     requested advance under the Credit Facilities specifying (i) the aggregate
     amount of such requested advance, (ii) the requested date of such advance,
     and (iii) the purpose for such advance, with such advances to be requested
     in a form satisfactory to Lender.

          (b) Advances under the Revolving Line of Credit. In addition to the
     notice described in the immediately preceding clause (a) (if such notice is
     required by Lender),

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     Borrower shall give to Lender not less than one (1) business day prior to
     each advance under the Revolving Line of Credit, (i) an Installment
     Contract Certificate in the form attached hereto as Exhibit A as of the
     date of Borrower's request for such advance, (ii) a listing of all
     Installment Contracts purchased by FCC since the date of the last report
     delivered to Lender pursuant to Section 12(e), (iii) a listing of all
     Installment Contracts sold by FCC since the date of the last report
     delivered to Lender pursuant to Section 12(e), and (iv) an Installment
     Contract aging report dated as of the date of Borrower's request for such
     advance.

     Within seven (7) days of each advance under the Revolving Line of Credit,
     Borrower shall cause FCC to deliver to U.S. Bank all Eligible Installment
     Contracts with respect to which such advance was made, together with the
     complete Individual Receivable File relating to each such Eligible
     Installment Contract.

     5. Collateral. As collateral and security for the indebtedness evidenced by
the Notes and any and all other indebtedness or obligations from time to time
owing by Borrower to Lender, Borrower shall grant, and hereby grants, to Lender,
its successors and assigns, a first and prior lien and security interest in and
to the property described hereinbelow, together with any and all PRODUCTS AND
PROCEEDS thereof (the "Collateral"):

          (a) All present and future accounts, chattel paper, documents,
     instruments, deposit accounts and general intangibles (including any right
     to payment for goods sold or services rendered arising out of the sale or
     delivery of personal property or work done or labor performed by Borrower),
     now or hereafter owned, held, or acquired by Borrower, together with any
     and all books of account, customer lists and other records relating in any
     way to the foregoing.

          (b) All present and hereafter acquired inventory (including without
     limitation, all raw materials, work in process and finished goods) held,
     possessed, owned, held on consignment, or held for sale, lease, return or
     to be furnished under contracts of service, in whole or in part, by
     Borrower wherever located.

          (c) All equipment and fixtures of whatsoever kind and character now or
     hereafter possessed, held, acquired, leased or owned by Borrower and used
     or usable in Borrower's business, together with all replacements,
     accessories, additions, substitutions and accessions to all of the
     foregoing.

The term "Collateral" shall also include all records and data relating to any of
the foregoing (including, without limitation, any computer software on which
such records and data may be located). Borrower agrees to execute such security
agreements, assignments, deeds of trust and other agreements and documents as
Lender shall deem appropriate and otherwise require from time to time to more
fully create and perfect Lender's lien and security interests in the Collateral;
provided that, "Collateral" shall not include any real property owned by
Borrower or any of its subsidiaries, including without limitation, that certain
real property owned by Borrower or one of its subsidiaries, that is located in
Charles City, Virginia and Woodbridge, Virginia.

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     6. Guarantors. As a condition precedent to the Lender's obligation to make
the Loans to Borrower, Borrower agrees to cause U.S. Remodelers, Inc. ("U.S.
Remodelers"), First Consumer Credit, Inc. ("FCC"), USA Deck, Inc. ("U.S. Deck"),
U.S. Window Corporation ("US Window"), and Facelifters Home Systems, Inc.
("Facelifters") (U.S. Remodelers, FCC, U.S. Deck, US Window, and Facelifters are
sometimes collectively referred to herein as the "Guarantors") to each execute
and deliver to Lender contemporaneously herewith a guaranty agreement
(collectively, the "Guaranties"), in form and substance satisfactory to Lender.

     7. Representations and Warranties. Borrower hereby represents and warrants,
and upon each request for an advance under the Credit Facilities further
represents and warrants, to Lender as follows:

          (a) Existence. Borrower and each of the Guarantors is a corporation
     duly organized, validly existing and in good standing under the laws of the
     state of its incorporation and all other states where it is doing business
     unless failure to be so qualified would not have a material adverse effect
     on the Borrower, and has all requisite power and authority to execute and
     deliver the Loan Documents.

          (b) Binding Obligations. The execution, delivery, and performance of
     this Loan Agreement and all of the other Loan Documents by Borrower and the
     Guarantors have been duly authorized by all necessary action by Borrower
     and the Guarantors, and constitute legal, valid and binding obligations of
     Borrower and the Guarantors (to the extent each is a party thereto)
     enforceable in accordance with their respective terms, except as limited by
     bankruptcy, insolvency or similar laws of general application relating to
     the enforcement of creditors' rights and except to the extent specific
     remedies may generally be limited by equitable principles.

          (c) No Consent. The execution, delivery and performance of this Loan
     Agreement and the other Loan Documents, and the consummation of the
     transactions contemplated hereby and thereby, do not (i) conflict with,
     result in a violation of, or constitute a default under (A) any provision
     of Borrower's or any Guarantor's articles or certificate of incorporation
     or bylaws, or any agreement or other instrument binding upon Borrower or
     any Guarantor, or (B) any law, governmental regulation, court decree or
     order applicable to Borrower or any Guarantor, or (ii) require the consent,
     approval or authorization of any third party.

          (d) Financial Condition. Each financial statement of Borrower supplied
     to the Lender truly discloses and fairly presents Borrower's consolidated
     financial condition as of the date of each such statement. There has been
     no material adverse change in such financial condition or results of
     operations of Borrower subsequent to the date of the most recent financial
     statement supplied to Lender.

          (e) Litigation. There are no actions, suits or proceedings, pending
     or, to the knowledge of Borrower or any Guarantor, threatened against or
     affecting Borrower or any Guarantor or the properties of Borrower or any
     Guarantor, before any court or governmental department, commission or
     board, which, if determined adversely to

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     Borrower or any Guarantor, could reasonably be expected to result in either
     a money judgment of $50,000 per action, suit or proceeding or an aggregate
     amount of $100,000 for all such actions, suits and proceedings.

          (f) Taxes; Governmental Charges. Borrower and each Guarantor has filed
     all federal, state and local tax reports and returns required by any law or
     regulation to be filed by it and has either duly paid all taxes, duties and
     charges indicated due on the basis of such returns and reports, or made
     adequate provision for the payment thereof, and the assessment of any
     material amount of additional taxes in excess of those paid and reported is
     not reasonably expected.

     8. Conditions Precedent to Advances. Lender's obligation to make the first
advance hereunder shall be subject to, in addition to the conditions specified
below, delivery to Lender of the following, in form and substance satisfactory
to Lender:

          (a) a counterpart of this Agreement;

          (b) the Notes;

          (c) the Security Agreement of even date herewith between Borrower and
     Lender;

          (d) the Guaranties;

          (e) the Security Agreements of even date herewith between each
     Guarantor and Lender;

          (f) a Certificate of Corporate Resolutions of Borrower and each
     Guarantor;

          (g) a copy of the charter documents of Borrower and each Guarantor
     certified by the appropriate official of such Person's state of
     organization;

          (h) an Arbitration and Notice of Final Agreement among Borrower,
     Guarantors and Lender;

          (i) a certificate (or certificates) of the due incorporation, valid
     existence and good standing of Borrower and each Guarantor in their
     respective states of incorporation, issued by the appropriate authorities
     of such jurisdiction, and certificates of Borrower's and each Guarantor's
     good standing and due qualification to do business, issued by appropriate
     officials in any state in which the character of the properties owned or
     held by such Person or the nature of the business transacted by it makes
     such qualification necessary;

          (j) the Assumption Agreement among FCC, Borrower and Lender, pursuant
     to which Borrower assumes all obligations of FCC under the Existing Loan
     Agreement; and

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          (k) such other documents as Lender may reasonably request.

     Lender's obligation to make any advance (including the first) under this
Loan Agreement and the other Loan Documents shall be subject to the conditions
precedent that, as of the date of such advance and after giving effect thereto
(a) all representations and warranties made to Lender in this Loan Agreement and
the other Loan Documents shall be true and correct, as of and as if made on such
date, (b) no material adverse change in the consolidated financial condition of
Borrower or the financial condition of any Guarantors since the effective date
of the most recent financial statements furnished to Lender by Borrower shall
have occurred and be continuing, and (c) no event has occurred and is
continuing, or would result from the requested advance, which with notice or
lapse of time, or both, would constitute an Event of Default (as such term is
defined hereinbelow).

     9. Affirmative Covenants. Until (i) the Notes and all other obligations and
liabilities of Borrower under this Loan Agreement and the other Loan Documents
are fully paid and satisfied, and (ii) the Lender has no further commitment to
lend hereunder, Borrower agrees and covenants that it will, and will cause each
Guarantor to, unless Lender shall otherwise consent in writing:

          (a) Accounts and Records. Maintain its books and records in accordance
     with generally accepted accounting principles.

          (b) Right of Inspection. Permit Lender to visit its properties and
     installations and to examine, audit and make and take away copies or
     reproductions of Borrower's or any Guarantor's books and records, at all
     reasonable times; provided that, so long as no Event of Default is
     continuing, (i) Lender shall give Borrower three (3) days' prior notice of
     the date and time of such visit and (ii) each such visit shall be at
     Lender's expenses.

          (c) Right to Additional Information. Furnish Lender with such
     additional information and statements, lists of assets and liabilities, tax
     returns, and other reports with respect to Borrower's and each Guarantor's
     financial condition and business operations as Lender may request from time
     to time.

          (d) Compliance with Laws. Conduct its business in an orderly and
     efficient manner consistent with good business practices, and perform and
     comply with all statutes, rules, regulations and/or ordinances imposed by
     any governmental unit upon Borrower, each Guarantor and their businesses,
     operations and properties (including without limitation, all applicable
     environmental statutes, rules, regulations and ordinances).

          (e) Taxes. 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, any Guarantor or their 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 or

LOAN AGREEMENT                          11
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<PAGE>

     any Guarantor's properties, income, or profits; provided, however, neither
     Borrower nor any Guarantor will be required to pay and discharge any such
     assessment, tax, charge, levy, lien or claim so long as (i) the legality of
     the same shall be contested in good faith by appropriate judicial,
     administrative or other legal proceedings, and (ii) Borrower or such
     Guarantor 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 principles, consistently
     applied.

          (f) Insurance. Maintain insurance, including but not limited to, fire
     insurance, comprehensive property damage, public liability and worker's
     compensation.

          (g) Notice of Indebtedness. Promptly inform Lender of the creation,
     incurrence or assumption by Borrower or any Guarantor of any indebtedness
     for borrowed money in excess of $50,000, other than obligations relative to
     the leasing of office space or other real property in connection with
     Borrower's business operations, the purchase or lease of office equipment,
     or employment contracts entered into in the ordinary course of its
     business.

          (h) Notice of Litigation. Promptly after the commencement thereof,
     notify Lender of all actions, suits and proceedings before any court or any
     governmental department, commission or board affecting Borrower, any
     Guarantor or any of their properties and, if adversely determined, could
     result in a money judgment in excess of $50,000, or when aggregated with
     all such other actions, suits and proceedings result in an aggregate money
     judgment in excess of $100,000.

          (i) Notice of Material Adverse Change. Promptly inform Lender of (i)
     any and all material adverse changes in any Guarantor's financial condition
     or Borrower's consolidated financial condition, (ii) all claims made
     against Borrower or any Guarantor which could materially affect the
     consolidated financial condition of Borrower or the financial condition of
     such Guarantor, and (iii) the acceleration of the maturity of any
     indebtedness or of any default by Guarantor, Borrower or FCC Acceptance
     Corp. under any indenture, mortgage, agreement, contract or other
     instrument to which any of them is a party or by which any of them or any
     of their properties is bound, if such acceleration or default could cause a
     material adverse change in such Person's financial condition.

          (j) Additional Documentation. Execute and deliver, or cause to be
     executed and delivered, any and all other agreements, instruments or
     documents which Lender may reasonably request in order to give effect to
     the transactions contemplated under this Loan Agreement and the other Loan
     Documents.

          (k) Post-Closing Documentation. Within thirty (30) days from the date
     of this Loan Agreement, Borrower shall deliver the following documents to
     Lender, in form and substance satisfactory to Lender:

               (i) a Custodial Agreement among U.S. Bank, Lender and FCC; and

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<PAGE>

               (ii) a Back-up Servicer Agreement among FCC, Lender and
          Compu-Link, as back-up servicer.;

          (l) Subordinated Debt. On April 23, 2004, Borrower shall disclose in
     writing to Lender the intended source of funds for the repayment of the
     subordinated indebtedness of FCC owed to First Savings Bank, which
     indebtedness is further described in Section 10(f)(viii).

     10. Negative Covenants. Until (i) the Notes and all other obligations and
liabilities of Borrower under this Loan Agreement and the other Loan Documents
are fully paid and satisfied, and (ii) the Lender has no further commitment to
lend hereunder, Borrower will not, and will not permit any Guarantor to, without
the prior written consent of Lender:

          (a) Nature of Business. Make any material change in the nature of its
     business as carried on as of the date hereof, provided that the
     Securitization shall not be deemed to constitute a material change in the
     nature of FCC's business.

          (b) Liquidations, Mergers, Consolidations. Liquidate, merge or
     consolidate with or into any other entity, provided that any Guarantor may
     merge into or consolidate with Borrower so long as Borrower is the
     surviving entity.

          (c) Acquisitions. Acquire by purchase or otherwise all or
     substantially all of the assets of or capital stock of any Person if (i)
     after giving effect to such acquisition, either the aggregate cash
     consideration paid by Borrower and Guarantors in the fiscal year in which
     such acquisition occurs exceeds $1,000,000 or the aggregate cash and
     non-cash consideration paid to Borrower and Guarantors in the fiscal year
     in which such acquisition occurs exceeds $2,000,000, or (ii) immediately
     before or after giving effect to such acquisition an Event of Default shall
     exist; provided that with respect to any acquisition for which Lender's
     consent is required, such consent shall not be unreasonably withheld.

          (d) Sale of Assets. Sell, transfer or otherwise dispose of any of its
     assets or properties, other than in the ordinary course of business and
     sales of Installment Contracts and related assets by FCC in respect of the
     Securitization.

          (e) Liens. Create or incur any lien or encumbrance on any of its
     assets, other than (i) liens and security interests securing indebtedness
     owing to Lender, (ii) liens for taxes, assessments or similar charges that
     are (1) not yet due or (2) being contested in good faith by appropriate
     proceedings and for which Borrower or such Guarantor has established
     adequate reserves, (iii) liens and security interests existing as of the
     date hereof and set forth in Schedule 1 attached hereto, (iv) liens on
     office equipment and furniture acquired, purchased or leased by Borrower
     and Guarantors in the ordinary course of their business operations, to the
     extent that such liens relate to indebtedness that does not exceed $500,000
     in the aggregate and such liens extend only to the equipment and furniture
     so acquired, purchased or leased, and (v) liens on Installment Contracts
     and related assets sold or contributed by FCC in the Securitization.

LOAN AGREEMENT                          13
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<PAGE>

          (f) Indebtedness. Create, incur or assume any indebtedness for
     borrowed money or issue or assume any other note, debenture, bond or other
     evidences of indebtedness, or guarantee any such indebtedness or such
     evidences of indebtedness of others other than (i) borrowings from Lender,
     (ii) borrowings outstanding on the date hereof and described on Schedule 1
     attached hereto, (iii) borrowings relative to operating leases, (iv)
     subject to the limitations set forth in Paragraph 10(e) above, the purchase
     or leasing of office equipment or furniture in the ordinary course of its
     business, (v) employment contracts in the ordinary course of its business,
     (vi) obligations of FCC incurred in respect of the Securitizations, (vii)
     indebtedness that has been subordinated to all obligations of Borrower and
     Guarantors owing to Lender on terms and conditions satisfactory to Lender,
     (viii) a borrowing by FCC from First Savings Bank in an aggregate principal
     amount of $4,000,000, evidenced by a Promissory Note dated May 23, 2003,
     which borrowing shall be subordinated to all obligations of Borrower and
     Guarantors owing to Lender on terms and conditions satisfactory to Lender,
     and (ix) borrowings, with respect to Borrower, from any Guarantor and, with
     respect to any Guarantor, from Borrower or another Guarantor.

          (g) Loans. Make any loans to any person or entity except for (i) loans
     made in the ordinary course of FCC's business, (ii) loans made to employees
     of Borrower and Guarantor that do not exceed $100,000 in the aggregate
     outstanding at any time, (iii) loans made by FCC to FCC Acceptance Corp.
     for the purpose of (1) funding up to ten percent (10%) of the purchase
     price of each Installment Contract of FCC purchased by FCC Acceptance Corp.
     under the Securitization, or (2) funding any fees or expenses incurred by
     FCC Acceptance Corp. in connection with the Securitization, (iv) loans made
     by any Guarantor to Borrower or any other Guarantor and loans made by
     Borrower to any Guarantor, and (v) the loan outstanding on the date of this
     Loan Agreement made by Borrower to Performance Solid Surface, Inc. in the
     principal amount of $170,217.49 (as such loan may be amended or extended
     from time to time, but excluding any increases in principal amount
     thereof).

          (h) Transactions with Affiliates. Enter into any transaction,
     including, without limitation, the purchase, sale or exchange of property
     or the rendering of any service, with any Affiliate (as hereinafter
     defined) of Borrower, except in the ordinary course of and pursuant to the
     reasonable requirements of Borrower's business and upon fair and reasonable
     terms no less favorable to Borrower than would be obtained in a comparable
     arm's-length transaction with a person or entity not an Affiliate of
     Borrower. As used herein, the term "Affiliate" means any individual or
     entity directly or indirectly controlling, controlled by, or under common
     control with, another individual or entity.

          (i) Redemptions; Transfer of Assets. Except for the outstanding
     Redeemable Preferred Stock of US Remodelers, declare or make any payment on
     account of the purchase, redemption, or other acquisition or retirement of
     any shares of Borrower's or any Guarantor's capital stock, or make any
     other distribution, sale, transfer or lease of any of Borrower's or any
     Guarantor's assets other than in the ordinary course of business,

LOAN AGREEMENT                          14
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<PAGE>

     unless any such amounts are directly utilized for the payment of principal
     or interest on indebtedness and obligations owing from time to time by
     Borrower to Lender.

          (j) Investment in FCC Acceptance Corp. Permit the aggregate investment
     in FCC Acceptance Corp. made by Borrower, FCC and the other Guarantors by
     virtue of capital contribution to exceed the amount required for start-up
     costs incurred by FCC Acceptance Corp. in connection with the
     Securitization, working capital and the ten percent (10%) of the purchase
     price of each Installment Contract purchased by FCC Acceptance Corp. under
     the Securitization.

     11. Financial Covenants. Until (i) the Notes and all other obligations and
liabilities of Borrower under this Loan Agreement and the other Loan Documents
are fully paid and satisfied, and (ii) the Lender has no further commitment to
lend hereunder, Borrower will maintain the following financial covenants:

          (a) Tangible Net Worth. Borrower will maintain, at all times, its
     Tangible Net Worth at not less than (i) $3,500,000 as of the end of each
     fiscal quarter of Borrower during the calendar year ending December 31,
     2003, and (ii) $4,000,000 as of the end of each fiscal quarter of Borrower
     thereafter.

          (b) Debt to Worth Ratio. Borrower will maintain, at all times, a ratio
     of (a) total liabilities (excluding any Subordinated Debt and all
     indebtedness of FCC Acceptance Corp. under the Receivables Agreement), to
     (b) Tangible Net Worth of not greater than 3.5 to 1.0.

          (c) Fixed Charge Coverage Ratio. Borrower will maintain, as of the end
     of each fiscal quarter, a ratio of (a) net income after taxes plus
     depreciation, amortization, other non-cash expenses or interest expense
     deducted in the calculation of such net income for the 12 month period
     ending with such fiscal quarter, to (b) interest expense, current
     maturities of long-term debt and current maturities of long-term leases and
     Distributions, taxes and capital expenditures paid (excluding any capital
     expenditures for which Borrower or any of its consolidated subsidiaries has
     incurred indebtedness) during such 12 month period, of not less than 1.25
     to 1.0.

As used herein, the term "Tangible Net Worth" means, as of any date, Borrower's
total assets excluding all intangible assets, less total liabilities excluding
any Subordinated Debt less FCC's ownership interest in FCC Acceptance Corp. As
used herein, the term "Subordinated Debt" means any indebtedness owing by
Borrower or any Guarantor which has been subordinated by written agreement to
all indebtedness now or hereafter owing by Borrower or such Guarantor to Lender,
such agreement to be in form and substance acceptable to Lender. As used herein,
"Distributions" shall mean all dividends and other distributions made by
Borrower to its shareholders or partners, as the case may be, other than salary,
bonuses and other compensation for services. Unless otherwise specified, all
accounting and financial terms and covenants set forth above are to be
determined according to generally accepted accounting principles, consistently
applied.

LOAN AGREEMENT                          15
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<PAGE>

     12. Reporting Requirements. Until (i) the Notes and all other obligations
and liabilities of Borrower under this Loan Agreement and the other Loan
Documents are fully paid and satisfied, and (ii) the Lender has no further
commitment to lend hereunder, Borrower will, unless Lender shall otherwise
consent in writing, furnish to Lender:

          (a) Interim Financial Statements. As soon as available, and in any
     event within forty-five (45) days after the end of each fiscal quarter of
     each fiscal year of Borrower, a balance sheet and income statement of
     Borrower as of the end of such fiscal quarter, all in form and substance
     and in reasonable detail satisfactory to Lender and duly certified (subject
     to year-end review adjustments) by the President and/or Chief Financial
     Officer of Borrower (i) as being true and correct in all material aspects
     to the best of his or her knowledge and (ii) as having been prepared in
     accordance with generally accepted accounting principles, consistently
     applied.

          (b) Annual Financial Statements. As soon as available and in any event
     within one hundred twenty (120) days after the end of each fiscal year of
     Borrower, a consolidated and consolidating balance sheet and income
     statement of Borrower as of the end of such fiscal year, in each case the
     consolidated balance sheet and income statement audited by independent
     public accountants of recognized standing acceptable to Lender.

          (c) Compliance Certificate. A certificate signed by the chief
     financial officer of Borrower, within forty-five (45) days after the end of
     each quarter of each fiscal year, stating that Borrower is in full
     compliance with all of its obligations under this Loan Agreement and all
     other Loan Documents and is not in default of any term or provisions hereof
     or thereof, and demonstrating compliance with all financial ratios and
     covenants set forth in this Loan Agreement.

          (d) Installment Contract Certificate. An Installment Contract
     Certificate substantially in the form attached hereto as Exhibit A, signed
     by an authorized officer of each of Borrower and FCC, within thirty (30)
     days after the end of each calendar month.

          (e) Installment Contract Aging. An Installment Contract aging report
     within thirty (30) days after the end of each calendar month, together with
     a list of all Installment Contracts then owned by FCC, each in form and
     detail satisfactory to Lender.

          (f) Borrowing Base Report. At any time any amount is outstanding under
     the Borrowing Base Line of Credit, a borrowing base report signed by an
     authorized officer of each of Borrower, U.S. Remodelers, U.S. Deck,
     Facelifters or US Window, substantially in the form attached as Exhibit B,
     within thirty (30) days after the end of each calendar month of each fiscal
     year, in form and detail satisfactory to Lender.

          (g) Accounts Aging. At any time any amount is outstanding under the
     Borrowing Base Line of Credit, an accounts receivable aging report of
     Borrower, U.S. Remodelers, U.S. Deck, Facelifters or US Window within
     thirty (30) days after the end of each calendar month of each fiscal year,
     in form and detail satisfactory to Lender.

LOAN AGREEMENT                          16
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<PAGE>

          (h) SEC Filings. Promptly upon their becoming available, copies of all
     registration statements, periodic reports and other statements and
     schedules filed by Borrower or any Guarantor with any securities exchange,
     the Securities and Exchange Commission or any similar governmental
     authority.

     13. Events of Default. Each of the following shall constitute an "Event of
Default" under this Loan Agreement:

          (a) The failure, refusal or neglect of Borrower or any Guarantor to
     pay when due any part of the principal of, or interest on, the Notes or any
     other indebtedness or obligations owing to Lender by Borrower or any
     Guarantor from time to time within five (5) days after the same become due.

          (b) The failure of Borrower or any Guarantor to timely and properly
     observe, keep or perform any covenant, agreement, warranty or condition
     under subparagraph 8(i) or paragraph 9.

          (c) The occurrence of an event of default under any of the other Loan
     Documents or under any other agreement now existing or hereafter arising
     between Lender and Borrower or any Guarantor, and the same is not remedied
     within the applicable period of grace (if any) provided in such Loan
     Documents.

          (d) The failure (other than as referred to in subparagraphs (a), (b)
     or (c) above) of Borrower or any Guarantor to timely and properly observe,
     keep or perform any covenant, agreement, warranty or condition required
     herein or in any of the other Loan Documents, and such failure remains
     unremedied for a period of thirty (30) days after notice of such failure is
     given by Lender to Borrower.

          (e) Any representation contained herein or in any of the other Loan
     Documents made by Borrower or any Guarantor is false or misleading in any
     material respect.

          (f) The occurrence of any event which permits the acceleration of the
     maturity of any indebtedness in excess of $100,000 owing by Borrower or any
     Guarantor to any third party under any agreement or understanding.

          (g) If Borrower or any Guarantor: (i) becomes insolvent, or makes a
     transfer in fraud of creditors, or makes an assignment for the benefit of
     creditors, or admits in writing its inability to pay its debts as they
     become due; (ii) generally is not paying its debts as such debts become
     due; (iii) has a receiver, trustee or custodian appointed for, or take
     possession of, all or substantially all of the assets of such party, either
     in a proceeding brought by such party or in a proceeding brought against
     such party and such appointment is not discharged or such possession is not
     terminated within sixty (60) days after the effective date thereof or such
     party consents to or acquiesces in such appointment or possession; (iv)
     files a petition for relief under the United States Bankruptcy Code or any
     other present or future federal or state insolvency, bankruptcy or

LOAN AGREEMENT                          17
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<PAGE>

     similar laws (all of the foregoing hereinafter collectively called
     "Applicable Bankruptcy Law") or an involuntary petition for relief is filed
     against such party under any Applicable Bankruptcy Law and such involuntary
     petition is not dismissed within sixty (60) days after the filing thereof,
     or an order for relief naming such party is entered under any Applicable
     Bankruptcy Law, or any composition, rearrangement, extension,
     reorganization or other relief of debtors now or hereafter existing is
     requested or consented to by such party; (v) fails to have discharged
     within a period of thirty (30) days any attachment, sequestration or
     similar writ levied upon any property of such party; or (vi) fails to pay
     within thirty (30) days any final money judgment against such party.

          (h) Except as expressly permitted herein, the liquidation,
     dissolution, merger or consolidation of any of Borrower or any Guarantor.

          (i) The entry of any judgment against Borrower or any Guarantor or the
     issuance or entry of any attachment or other lien against any of the
     property of Borrower or any Guarantor for an amount in excess of $100,000,
     if undischarged, unbonded or undismissed within thirty (30) days after such
     entry.

          (j) The occurrence of an "Event of Default" under the Receivables
     Agreement (as such term is defined therein) which permits DZ Bank to
     declare that an Early Amortization Commencement Date (as such term is
     defined in the Receivables Agreement) has occurred.

          (k) If on any day Lender is authorized by the terms of Direction
     Letter to withdraw funds from a deposit account of FCC or Borrower with
     Lender, the collected funds in such deposit account are less than the
     amount Lender is authorized to withdraw.

          (l) The occurrence of a Change of Control.

Nothing contained in this Loan Agreement shall be construed to limit the events
of default enumerated in any of the other Loan Documents and all such events of
default shall be cumulative.

     14. Remedies. Upon the occurrence of any one or more of the foregoing
Events of Default, (a) the entire unpaid balance of principal of the Notes,
together with all accrued but unpaid interest thereon, and all other
indebtedness owing to Lender by Borrower at such time shall, at the option of
Lender, become immediately due and payable without further notice, demand,
presentation, notice of dishonor, notice of intent to accelerate, notice of
acceleration, protest or notice of protest of any kind, all of which are
expressly waived by Borrower, and (b) Lender may, at its option, cease further
advances under any of the Notes. All rights and remedies of Lender set forth in
this Loan Agreement and in any of the other Loan Documents may also be exercised
by Lender, at its option to be exercised in its sole discretion, upon the
occurrence of an Event of Default.

     If an Event of Default shall occur and be continuing, Lender by notice
given in writing to Borrower and FCC (a "Termination Notice") may terminate all
servicing rights and obligations

LOAN AGREEMENT                          18
Rev June'97

<PAGE>

of FCC with respect to the Eligible Installment Contracts. Upon receipt by
Borrower and FCC of such Termination Notice, all servicing rights and
obligations with respect to the Eligible Installment Contracts automatically
shall pass to Compu-Link (the "Successor Servicer"), provided that Successor
Servicer shall have no liability with respect to any claim based on any alleged
action or inaction of FCC. Borrower agrees to cause FCC to cooperate with the
Successor Servicer in effecting the termination of the responsibilities and
rights of FCC with respect to the servicing, including without limitation, the
transfer to Successor Servicer of all files, collection records and a computer
tape in a readable form containing all information necessary to enable Successor
Servicer to service the Eligible Installment Contracts. Borrower shall reimburse
Lender and Successor Servicer for all costs incurred by them in connection with
a transfer of servicing from FCC to Successor Servicer, and Borrower shall
reimburse Lender for all servicing costs charged by Successor Servicer for the
servicing of the Eligible Installment Contracts.

     15. Rights Cumulative. All rights of Lender under the terms of this Loan
Agreement shall be cumulative of, and in addition to, the rights of Lender under
any and all other agreements between Borrower, Guarantors and Lender (including,
but not limited to, the other Loan Documents), and not in substitution or
diminution of any rights now or hereafter held by Lender under the terms of any
other agreement.

     16. Waiver and Agreement. Neither the failure nor any delay on the part of
Lender to exercise any right, power or privilege herein or under any of the
other Loan Documents shall operate as a waiver thereof, nor shall any single or
partial exercise of such right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. No
waiver of any provision in this Loan Agreement or in any of the other Loan
Documents and no departure by Borrower or any Guarantor therefrom shall be
effective unless the same shall be in writing and signed by Lender, and then
shall be effective only in the specific instance and for the purpose for which
given and to the extent specified in such writing. No modification or amendment
to this Loan Agreement or to any of the other Loan Documents shall be valid or
effective unless the same is signed by the party against whom it is sought to be
enforced.

     17. Benefits. This Loan Agreement shall be binding upon and inure to the
benefit of Lender and Borrower, and their respective successors and assigns,
provided, however, that Borrower may not, without the prior written consent of
Lender, assign any rights, powers, duties or obligations under this Loan
Agreement or any of the other Loan Documents.

     18. Notices. All notices, requests, demands or other communications
required or permitted to be given pursuant to this Agreement shall be in writing
and given by (i) personal delivery, (ii) expedited delivery service with proof
of delivery, or (iii) United States mail, postage prepaid, registered or
certified mail, return receipt requested, sent to the intended addressee at the
address set forth on the first page hereof and shall be deemed to have been
received either, in the case of personal delivery, as of the time of personal
delivery, in the case of expedited delivery service, as of the date of first
attempted delivery at the address and in the manner provided herein, or in the
case of mail, upon deposit in a depository receptacle under the care and custody
of the United States Postal Service. Either party shall have the right to change

LOAN AGREEMENT                          19
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<PAGE>

its address for notice hereunder to any other location within the continental
United States by notice to the other party of such new address at least thirty
(30) days prior to the effective date of such new address.

     19. Construction. This Loan Agreement and the other Loan Documents have
been executed and delivered in the State of Texas, shall be governed by and
construed in accordance with the laws of the State of Texas, and shall be
performable by the parties hereto in the county in Texas where the Lender's
address set forth on the first page hereof is located.

     20. Invalid Provisions. If any provision of this Loan Agreement or any of
the other Loan Documents is held to be illegal, invalid or unenforceable under
present or future laws, such provision shall be fully severable and the
remaining provisions of this Loan Agreement or any of the other Loan Documents
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance.

     21. Expenses. Borrower shall pay all costs and expenses (including, without
limitation, reasonable attorneys' fees) in connection with (i) any action
required in the course of administration of the indebtedness and obligations
evidenced by the Loan Documents, and (ii) any action in the enforcement of
Lender's rights upon the occurrence of Event of Default.

     22. Participation of the Loans. Borrower agrees that Lender may, at its
option, sell interests in the Loans and its rights under this Loan Agreement to
a financial institution or institutions and, in connection with each such sale,
Lender may disclose any financial and other information available to Lender
concerning Borrower to each prospective purchaser.

     23. Conflicts. In the event any term or provision hereof is inconsistent
with or conflicts with any provision of the other Loan Documents, the terms and
provisions contained in this Loan Agreement shall be controlling.

     24. Counterparts. This Loan Agreement may be separately executed in any
number of counterparts, each of which shall be an original, but all of which,
taken together, shall be deemed to constitute one and the same instrument.

     25. Facsimile Documents and Signatures. For purposes of negotiating and
finalizing this Loan Agreement, if this document or any document executed in
connection with it is transmitted by facsimile machine ("fax"), it shall be
treated for all purposes as an original document. Additionally, the signature of
any party on this document transmitted by way of a facsimile machine shall be
considered for all purposes as an original signature. Any such faxed document
shall be considered to have the same binding legal effect as an original
document. At the request of any party, any faxed document shall be re-executed
by each signatory party in an original form.

     If the foregoing correctly sets forth our mutual agreement, please so
acknowledge by signing and returning this Loan Agreement to the undersigned.

                         NOTICE TO COMPLY WITH STATE LAW

LOAN AGREEMENT                          20
Rev June'97

<PAGE>

     For the purpose of this Notice, the term "WRITTEN AGREEMENT" shall include
the document set forth above, together with each and every other document
relating to and/or securing the same loan transaction, regardless of the date of
execution.

     THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
     AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
     SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

LOAN AGREEMENT                          21
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<PAGE>

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

BORROWER                                     LENDER:

U.S.HOME SYSTEMS, INC.                       THE FROST NATIONAL BANK,
                                             a national banking association


By:                                          By:
    -----------------------------                -------------------------------
Name:                                        Name:
      ---------------------------                  -----------------------------
Title:                                       Title:
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LOAN AGREEMENT                          22
Rev June'97

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