NQL INC
<DOCUMENT>
<TYPE>EX-10.49 MATERIAL CO
<SEQUENCE>4
<FILENAME>d26561_ex10-49.txt
<TEXT>

                                                                   EXHIBIT 10.49

                           LOAN AND SECURITY AGREEMENT

                                     between

                          KELTIC FINANCIAL PARTNERS, LP

                                       and

                               DELTA COMPUTEC INC.

                                  May 31, 2001


<PAGE>

                                TABLE OF CONTENTS


1.   DEFINITIONS...............................................................1

2.   REVOLVING LOAN............................................................9

          2.1  Making of Revolving Loans/Definition of Revolving Loan
                 Limit.........................................................9
          2.2  Payment of Revolving Loans/Balance/Statements/etc..............10

3.   ADDITIONAL PROVISIONS RE: INTEREST AND PAYMENTS..........................11

          3.1  Interest Rate..................................................11
          3.2  Interest Calculation; Lawful Rate..............................11
          3.3  Interest Payments..............................................11
          3.4  Default Rate...................................................12
          3.5  Non-Business Days..............................................12
          3.6  Fees...........................................................12

4.   SECURITY INTEREST........................................................12

          4.1  Grant of Security Interests....................................12
          4.2  Further Assurances.............................................13

5.   REPRESENTATIONS AND WARRANTIES...........................................13

          5.1  Organization and Qualification.................................13
          5.2  Due Authorization; No Default..................................13
          5.3  No Governmental Consent Necessary..............................14
          5.4  No Proceedings.................................................14
          5.5  Financial Statements...........................................14
          5.6  No Change in Financial Condition; Solvency.....................14
          5.7  Compliance With Laws...........................................14
          5.8  No Other Violations............................................14
          5.9  Taxes and Assessments..........................................15
          5.10 Accounts.......................................................15
          5.11 Inventory......................................................15
          5.12 Books and Records..............................................15
          5.13 Location of Collateral.........................................15
          5.14 Places of Business.............................................15
          5.15 Other Names or Entities........................................15
          5.16 Title and Liens................................................15
          5.17 ERISA..........................................................16
          5.18 O.S.H.A........................................................16
          5.19 Environmental Matters..........................................16

<PAGE>

          5.20 Labor Disputes.................................................17
          5.21 Intellectual Property..........................................17
          5.22 Representations and Warranties True, Accurate and Complete.....17

6.   AFFIRMATIVE COVENANTS....................................................17

          6.1  Maintenance of Existence and Qualifications....................17
          6.2  Payment of Taxes and Other Obligations.........................17
          6.3  Maintenance of Properties......................................17
          6.4  Notice of Adverse Events.......................................17
          6.5  Information and Documents to be Furnished to Lender............18
          6.6  Access to Records and Property.................................20
          6.7  Insurance......................................................20
          6.8  Condition of Collateral; No Liens..............................21
          6.9  Proceeds of Collateral.........................................21
          6.10 Records........................................................21
          6.11 Delivery of Documents..........................................21
          6.12 United States Contracts........................................21
          6.13 Further Assurances.............................................21
          6.14 Related Entities...............................................21

7.   NEGATIVE COVENANTS.......................................................22

          7.1  No Consolidation, Merger, Acquisition, Liquidation.............22
          7.2  Disposition of Assets or Collateral............................22
          7.3  Liens..........................................................22
          7.4  Liabilities....................................................22
          7.5  Loans..........................................................22
          7.6  Guaranties; Contingent Liabilities.............................22
          7.7  Dividends and Other Distributions..............................23
          7.8  Transactions With Affiliates...................................23
          7.9  Sale of Inventory..............................................23
          7.10 Removal of Collateral..........................................23
          7.11 Transfer of Notes or Accounts..................................23
          7.12 Settlements....................................................23
          7.13 Modification of Governing Documents ...........................23
          7.14 Change of Business.............................................23
          7.15 Change of Location or Name.....................................23
          7.16 Change of Accounting Practices.................................23
          7.17 Inconsistent Agreement.........................................23
          7.18 Related Entities...............................................23

8.   CONDITIONS TO MAKING EXTENSIONS OF CREDIT................................24

          8.1  Initial Extension of Credit....................................24
          8.2  Conditions to All Extensions of Credit.........................27

<PAGE>

9.   ADDITIONAL POWERS OF LENDER..............................................27

          9.1  Powers of Lender...............................................27
          9.2  Irrevocability; Lender's Discretion............................28

10.  EVENTS OF DEFAULT........................................................29

          10.1 Failure to Pay.................................................29
          10.2 Failure to Perform.............................................29
          10.3 Cross Default; Default on Other Debt...........................29
          10.4 False Representation or Warranty...............................29
          10.5 Cessation of Business..........................................29
          10.6 Change in Condition............................................29
          10.7 Change of Control..............................................29
          10.8 Change in Management...........................................29
          10.9 Insecurity.....................................................29
          10.10 Liquidation or Dissolution....................................30
          10.11 Inability to Pay Debts........................................30
          10.12 Bankruptcy; Insolvency........................................30
          10.13 Judgments.....................................................30
          10.14 Attachment....................................................30
          10.15 Condemnation..................................................30
          10.16 Loss of Lien..................................................30
          10.17 Environmental Laws............................................30
          10.18 Necessary Licenses............................................30
          10.19 ERISA.........................................................30
          10.20 Guaranty......................................................31

11.  REMEDIES.................................................................31

          11.1 Rights in General..............................................31
          11.2 Specific Rights Regarding Collateral...........................31
          11.3 Set-Off........................................................33
          11.4 Cumulative Remedies; No Waiver by Lender.......................33
          11.5 Waivers and Agreements Relating to Remedies....................33

12.  ADDITIONAL WAIVERS AND CONSENTS OF BORROWER..............................34

          12.1 Waivers........................................................34
          12.2 Consents.......................................................34
          12.3 Applications of Payments.......................................34

13.  TERMINATION OF AGREEMENT.................................................34

          13.1 Termination By Lender..........................................34
          13.2 Termination By Borrower........................................34

<PAGE>

          13.3 Effect on Revolving Loan Limit.................................34
          13.4 Mutual Release.................................................35

14.  COSTS, EXPENSES AND TAXES................................................35

          14.1 Obligation of Borrower for Costs, Expenses and Taxes...........35
          14.2 Reimbursements Charged to Revolving Loan ......................35

15.  INDEMNIFICATION BY BORROWER/WAIVER OF CLAIMS.............................36

          15.1 Indemnification................................................36
          15.2 Savings Clause for Indemnification.............................36
          15.3 Waiver.........................................................36

16.  MISCELLANEOUS............................................................37

          16.1 Entire Agreement; Amendments; Lender's Consent.................37
          16.2 Notices........................................................37
          16.3 Gender.........................................................38
          16.4 Participation; Assignment......................................38
          16.5 Cross Default; Cross Collateral................................38
          16.6 Binding Effect; Governing Law..................................38
          16.7 Execution in Counterparts......................................38
          16.8 Severability of Provisions.....................................38
          16.9 Table of Contents; Headings....................................38
          16.10 Exhibits and Schedules........................................38
          16.11 Further Assurances............................................38

17.  FURTHER ACKNOWLEDGMENTS AND AGREEMENTS OF BORROWER AND LENDER............39

          17.1 General Acknowledgments........................................39
          17.2 Waiver of Jury Trial...........................................40
          17.3 Consent to Jurisdiction; Service of Process....................40
          17.4 Acknowledgment of Waivers......................................40

<PAGE>

                             EXHIBITS AND SCHEDULES:

Exhibit A:        Borrowing Base Certificate
Exhibit B:        Notice of Borrowing
Exhibit C:        Revolving Note

Schedule 1:       Description of Borrower Collateral
Schedule 5.5:     Financial Statements
Schedule 5.13:    Collateral Locations, Landlords and Mortgagees
Schedule 5.14:    Other Offices and Locations of Business
Schedule 5.15:    Other Names/Entities
Schedule 5.16:    Liens and Encumbrances
Schedule 5.19:    Environmental Disclosures

<PAGE>

     This is a LOAN AND SECURITY AGREEMENT (this "Agreement") made as of May 31,
2001, between KELTIC FINANCIAL  PARTNERS,  LP ("Lender"),  having offices at 555
Theodore  Fremd Avenue,  Suite C-209,  Rye, New York 10580,  and Delta  Computec
Inc.,  a  corporation  organized  under  the  laws  of the  State  of  New  York
("Borrower"),  having  its  principal  place of  business  located at 900 Huyler
Street, Teterboro, New Jersey 07608.

                              W I T N E S S E T H:

     WHEREAS,  Borrower  has  requested  and  Lender  has  agreed  to  provide a
revolving loan facility to Borrower; and

     WHEREAS,  the  revolving  loan  facility is to be secured  by,  among other
things, the accounts, inventory, equipment and all the other assets of Borrower;
and

     WHEREAS,  Borrower  and  Lender  wish to  memorialize  the  terms  of their
agreements by this writing;

     NOW, THEREFORE,  for and in consideration of the mutual covenants contained
herein and other  good and  valuable  consideration,  receipt of which is hereby
acknowledged, it is agreed as follows:

1    DEFINITIONS:

     "Account" -- all items  described in the UCC definition  thereof and all of
the following, whether or not so described (in all cases whether now existing or
hereafter  created):  all  obligations  of any  kind at any time due or owing to
Borrower   and  all  rights  of  Borrower  to  receive   payment  or  any  other
consideration (whether classified under the UCC or the law of any other state as
accounts,   accounts  receivable,   contract  rights,   chattel  paper,  General
Intangibles,  or otherwise)  including  without  limitation  invoices,  contract
rights,  accounts  receivable,  general  intangibles,  choses-in-action,  notes,
drafts,   acceptances,   instruments  and  all  other  debts,   obligations  and
liabilities  in  whatever  form  owing  to  Borrower  from  any  person,   firm,
corporation,  governmental authority or other entity, together with all security
for any thereof,  and all of Borrower's rights to goods sold (whether delivered,
undelivered,  in transit or returns),  represented by any thereof, together with
all proceeds and products of any of the foregoing.

     "Account Debtor" -- as described in the UCC definition thereof,  including,
whether or not so described,  any Person who is or may become obligated under or
with respect to or upon an Account, General Intangible or Chattel Paper.

     "Affiliate"  -- as to any Person,  any other  Person (i) which  directly or
indirectly through one or more intermediaries  controls, is controlled by, or is
under common control with, such Person; or (ii) which beneficially

<PAGE>

owns or holds ten percent (10%) or more of any class of the voting securities or
other equity interest of such Person; or (iii) of which such Person beneficially
owns or holds ten percent (10%) or more of any class of the voting securities or
other equity interest.

     "Agreement" -- this Loan and Security Agreement, all exhibits and schedules
hereto and all extensions,  renewals, amendments,  modifications,  substitutions
and replacements hereto and hereof.

     "Authorized Person" -- any natural Person authorized in writing by Borrower
to sign a Notice  of  Borrowing  or any  other  notice,  certificate,  report or
document provided by Borrower to Lender.

     "Base  Rate" -- the rate per annum which is the Prime Rate upon any date of
the determination thereof.

     "Blocked Account" -- as defined in Section 2.2(b)(i) .

     "Borrower" -- as defined in the preamble to this Agreement.

     "Borrower  Collateral" -- all the following,  wherever  located and whether
now existing or hereafter  created or arising and whether now owned or hereafter
acquired by Borrower: (i) the Accounts; (ii) the Inventory; (iii) the Equipment;
(iv) all documents of title, policies or certificates of insurance,  securities,
chattel paper and other  documents and  instruments  evidencing or pertaining to
any thereof;  all claims of Borrower against third parties for loss of or damage
to, or otherwise  relating to, any of the  Collateral;  (v) all moneys,  drafts,
notes, items, leases, general or special deposits,  balances, sums, proceeds and
credits of Borrower;  (vi) all other property of Borrower;  (vii) all rights and
remedies  which Borrower might exercise with respect to any of the foregoing but
for the execution of this Agreement; and (viii) all accessions and additions to,
replacements  and  substitutions  for,  and  proceeds and products of, the items
described  in the  preceding  clauses  (i)  through  (vii),  all as  more  fully
described in Schedule 1 attached hereto.

     "Borrowing Base Certificate" -- a certificate  substantially in the form of
Exhibit A attached  hereto and made a part hereof  which shall be  completed  by
Borrower  periodically  as Lender shall require and shall be submitted to Lender
and shall include a record of Borrower's  daily sales and collections  since the
previously  submitted such  certificate,  and which shall serve as the basis for
calculating Borrower's Revolving Loan availability.

     "Business Day" -- any day on which Lender is open and conducting  business,
other than a Saturday,  Sunday or legal holiday which banks located in the State
of New York are allowed to close.

     "Code" -- the Internal  Revenue Code of 1986, as amended from time to time,
and the regulations promulgated thereunder.

     "Collateral"  --  collectively,  the Borrower  Collateral and the Guarantor
Collateral.

     "Compliance Certificate" -- as defined in Section 6.5(d).

                                       2
<PAGE>

     "Credit  Facility"  -- the  Revolving  Loan  facility of One  Million  Five
Hundred Thousand Dollars ($1,500,000.00).

     "Default" -- any event which,  but for the lapse of time,  giving of notice
or any other condition, would constitute an Event of Default.

     "Default  Rate" -- a rate of  interest  equal to the rate  which  otherwise
would be in effect from time to time plus three percent (3%) per annum.

     "Eligible Account" -- an Account which has been identified and described to
Lender's  satisfaction,  is  represented  by  Borrower  (by  its  acceptance  of
Revolving  Loans  thereon)  as  meeting  all of the  following  criteria  on its
origination date and thereafter  until  collected,  and is in all other respects
acceptable to Lender:

          (a)  Borrower  is the sole  owner  of the  Account  and has not  sold,
assigned  or  otherwise  transferred  it, and the  Account is not subject to any
claim, lien or security interest;

          (b) The  Account  is bona fide and  legally  enforceable  and owing to
Borrower for the sale of goods or performance of services in the ordinary course
of  business  and the  Account  does not  require any further act on the part of
Borrower or any other Person to make it owing by the Account  Debtor  (except if
such  Account  is  generated  in  the  normal  course  of  Borrower's  business,
consistent with Borrower's practice in effect as of the date of this Agreement),
and Borrower  has  delivered  to Lender (or, at the time of  origination  of the
Account,  if required by Lender,  will  deliver to Lender)  invoices,  billings,
shipping  documents and other  documents  evidencing  the  obligation to pay the
Account;

          (c) The Account  Debtor is not domiciled in any country other than the
United  States of America  unless such  Account is  supported  by a  documentary
letter of credit  issued in United States  dollars,  duly assigned to and in the
possession of Lender,  from a financial  institution  acceptable to Lender,  the
terms and  conditions  of which letter of credit are  acceptable to Lender or by
credit insurance duly assigned to Lender issued by an insurance company,  and in
form and substance, in all respects acceptable to Lender;

          (d)  The  Account  is  evidenced   by  a  written   invoice  or  other
documentation which is in form and substance satisfactory to Lender;

          (e) The Account does not arise out of a contract  with, or order from,
an Account Debtor that, by its terms, forbids or makes void or unenforceable the
grant of the  security  interest  from  Borrower to Lender in and to the Account
arising with respect thereto, nor is the Account originated in or subject to the
laws  of a  jurisdiction  wherein  such  agreement  of a  security  interest  is
similarly void, invalid or unenforceable;

          (f) The Account does not  represent a conditional  sale,  consignment,
bill and hold,  guaranteed sale or return,  or other sale on a basis which would
make the  Account  Debtor  payment  obligation  conditional  other  than that of
absolute  sale  (except if such  Account is  generated  in the normal  course of
Borrower's  business,  consistent with  Borrower's  practice in effect as of the
date of this Agreement), is not evidenced by any note, instrument, chattel paper
or like document;

                                       3
<PAGE>

          (g) The  Account  does not arise  out of a  contract  with the  United
States of  America  or any of its  departments,  agencies  or  instrumentalities
unless the Borrower shall have taken all actions  deemed  necessary by Lender to
perfect the Lender's security interest therein, including but not limited to any
notices  or  filings  required  under the  Assignment  of Claims  Act of 1940 as
amended, or other applicable statutes or laws;

          (h) The  Account  is  invoiced,  for  payment,  on the  date  goods or
services represented thereby are shipped or rendered to, as the case may be, the
Account  Debtor  (except if such Account is  generated  in the normal  course of
Borrower's  business,  consistent with  Borrower's  practice in effect as of the
date of this  Agreement) and the invoice has not been  outstanding for more than
90 days;

          (i) The Account is not due from an Account  Debtor whose  Accounts are
fifty percent (50%) or more  outstanding for more than 90 days past the original
invoice date of such Accounts;

          (j) The amount of the Account  included in  calculating  the Revolving
Loan Limit does not exceed twenty  percent (20%) of  Borrower's  total  Eligible
Accounts at the time outstanding; provided, however, the aggregate amount of all
Accounts from St. Barnabas Healthcare System, St. Barnabas Corporate Data Center
and St.  Barnabas System Business Office shall not exceed forty percent (40%) of
Borrower's total Eligible  Accounts at the time  outstanding,  and the aggregate
amount of all  Accounts  from  Morgan  Stanley  shall not exceed  forty (40%) of
Borrower's total Eligible Accounts at the time outstanding;

          (k) The Account is not subject to any defense,  offset,  counterclaim,
recoupment,  claim of reduction or claims for credits, allowances or adjustments
because of returned,  inferior or damaged goods or  unsatisfactory  servicing or
for any other reason;

          (l) Borrower has not received any notice, nor has it any knowledge, of
any facts which adversely affect the credit of the Account Debtor;

          (m) The  Account  Debtor is not a Related  Entity  nor a  director  or
officer of Borrower or an Affiliate of any director or officer;

          (n) The Account duly complies with all applicable laws; and

          (o) The Account is not otherwise deemed  unsatisfactory  by Lender, as
determined by Lender in its sole and absolute discretion.

     "Encumbrance" -- any security interest,  mortgage,  charge,  claim, pledge,
hypothecation,  assignment, deposit arrangement, encumbrance, lien (statutory or
other),  preference,  priority  or  other  security  agreement  or  preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional  sale or other title  retention  agreement,  any  capitalized  lease
having  substantially the same economic effect as any of the foregoing,  and the
filing of any financing  statement under the UCC) in, upon, or against  Borrower
or any  Guarantor  or any asset of  Borrower  or any  Guarantor,  whether or not
voluntarily given.

                                       4
<PAGE>

     "Environmental  Claim" -- any claim, suit, notice,  order,  demand or other
communication  made by any Person,  with respect to Borrower or any Guarantor or
any of their properties,  whether owned or leased, that: (i) asserts a violation
of an Environmental  Law; (ii) asserts a liability under an  Environmental  Law;
(iii) orders any investigation, corrective action, remediation or other response
under an Environmental Law; (iv) demands information under an Environmental Law;
(v)  alleges  personal  injury  or  property  damage  resulting  from  Hazardous
Substances; or (vi) alleges that there is or may be contamination.

     "Environmental  Law" -- any Governmental  Rule, now or hereafter in effect,
concerning  protection  of the  environment  or  regulation  of the discharge of
substances into the  environment,  including but not limited to those concerning
air emissions, water discharges and treatment,  storage tanks, and the handling,
generation,  treatment,  storage  and  disposal  of  waste  materials,  chemical
substances,  pollutants,  contaminants, toxic substances, pathogens, radioactive
materials or hazardous substances of any kind, whether solid, liquid or gaseous,
including   without   limitation  the  Comprehensive   Environmental   Response,
Compensation and Liability Act of 1980 as amended,  42 U.S.C.ss.9601 et seq., as
further amended by the Superfund Amendments and Reauthorization Act of 1986; the
Resource  Conservation  and Recovery Act of 1976, 42  U.S.C.ss.6901 et seq.; the
Federal Water  Pollution  Control Act, 33  U.S.C.ss.1251  et seq.; the Clean Air
Act,  42  U.S.C.ss.7401  et seq.;  the  National  Environmental  Policy  Act, 42
U.S.C.ss.4321  et seq.; the Refuse Act, 33  U.S.C.ss.401  et seq.; the Hazardous
Materials  Transportation  Act of  1975,  49  U.S.C.ss.ss.1801-1812;  the  Toxic
Substances  Control  Act, 15  U.S.C.ss.2601  et seq.;  the Federal  Insecticide,
Fungicide and  Rodenticide  Act, 7 U.S.C.ss.136 et seq.; the Safe Drinking Water
Act, 42 U.S.C.ss.300 et seq.; each as amended and as now or hereafter in effect,
and their state and local counterparts or equivalents, including any regulations
promulgated thereunder.

     "Equipment" -- all items described in the UCC definition thereof and all of
the  following,  whether or not so described  (in all cases whether now owned or
hereafter acquired by Borrower and wherever located): all equipment,  machinery,
furniture,  fixtures,  motor vehicles,  parts, supplies and tools, and all other
tangible  personal  property  similar to any of the foregoing,  and all repairs,
modifications,  alterations,  replacements,  additions,  controls and  operating
accessories therefor and proceeds and products thereof.

     "ERISA" -- as defined in Section 5.17

     "Event of Default" -- as defined in Section 10.

     "GAAP" -- generally accepted accounting  principles in effect in the United
States of America, consistently applied from period to period.

     "General  Intangible" -- all items described in the UCC definition  thereof
and all of the following  whether or not so  described,  owned by Borrower or in
which  Borrower  has any  right,  title or  interest,  whether  now  owned or in
existence  or  hereafter  created or  acquired:  any chose in  action,  cause of
action,  business records,  deposit account,  invention,  design, patent, patent
application,  trademark,  trademark  application,  service  mark,  service  mark
application,  trade  name,  trade  name  application,  trade  secret,  goodwill,
copyright,  copyright application,  registration,  license, franchise,  customer
list, tax refund claim,  computer  program,  claims under  guaranties,  security
interests,  rights to  indemnification  or any other intangible  property of any
kind or nature (other than an Account).

                                       5
<PAGE>

     "Governmental Authority" -- (i) any nation, state, government, jurisdiction
or jurisdictional authority (domestic, foreign or international),  any political
subdivision thereof, and any governmental, quasi-governmental, judicial, public,
statutory,  administrative  or  regulatory  body,  agency,  department,  bureau,
authority,  court, commission,  board, office,  instrumentality,  administrative
tribunal or other entity of any of the  foregoing  and any official  thereof and
(ii) any arbitrator, arbitration tribunal or other non-governmental entity which
has  jurisdiction  over Borrower or any Guarantor as a result of (A) the consent
of Borrower or such Guarantor or (B) being vested with such  jurisdiction by any
other Governmental Authority.

     "Governmental Rule" -- any constitutional  provision,  law, statute,  code,
act,  rule,  regulation,   permit,  license,  treaty,  ordinance,  order,  writ,
injunction,  decree, judgment, guideline, award, standard, directive,  decision,
determination,  demand or  holding  of any  Governmental  Authority,  whether in
existence on the date hereof or whether  issued,  enacted or adopted  hereafter,
and any change therein or in the interpretation or application thereof following
the date hereof.

     "Guarantor"  -- NQL Inc., a corporation  of the State of Delaware,  and any
Person who is at any time a guarantor or surety for Borrower.

     "Guarantor  Collateral"  -- all property of any  Guarantor,  whether  real,
personal  or  mixed in and to which  Lender  is  granted  a  security  interest,
mortgage lien or other  interest at any time,  whether  pursuant to the Relevant
Documents  or  otherwise.  (Lender  acknowledges  that,  as of the  date of this
Agreement,  NQL Inc.  has not granted to Lender a security  interest,  mortgage,
lien or other interest in and to any of its property, except as provided in that
certain  Warrant  and  that  certain  Continuing  Unlimited  Corporate  Guaranty
delivered to Lender contemporaneously herewith.)

     "Inventory" -- all items described in the UCC definition thereof and all of
the  following,  whether or not so described  (in all cases whether now owned or
hereafter acquired by Borrower and wherever located): all goods,  merchandise or
other personal  property held for sale or lease or to be furnished  under labels
and other  devices,  names or marks  affixed  thereto for purposes of selling or
identifying the same or the seller or manufacturer thereof, and all right, title
and interest of Borrower  therein and thereto;  all raw  materials;  all work or
goods in process; and all materials and supplies of any kind or description used
or  usable   in   connection   with  the   manufacture,   packaging,   shipping,
advertisement,  sale or finishing  of any of the  foregoing,  together  with all
proceeds and products of any of the foregoing.

     "Lender" -- as defined in the preamble to this Agreement.

     "Liabilities" -- all of the following:

          (a) all items  which in  accordance  with GAAP  would be  included  in
determining  total  liabilities as shown on the liability side of a consolidated
balance  sheet of Borrower and each  Subsidiary  and Guarantor as at the date on
which such  liabilities  are to be determined,  including,  without  limitation,
capitalized lease obligations;

                                       6
<PAGE>

          (b) all  obligations of other Persons which Borrower or any Subsidiary
or Guarantor has guaranteed;

          (c) All  reimbursement   obligations  (contingent  or  otherwise)   in
connection with letters of credit or letter of credit  guarantees issued for the
account or upon the application of Borrower or any Subsidiary or Guarantor; and

          (d) the Obligations.

     "Lockbox" -- as defined in Section 2.2(b)(i).

     "Material  Adverse  Effect"  -- any  material  adverse  effect  on (a)  the
business, assets, operations, prospects or condition, financial or otherwise, of
Borrower or any Guarantor;  (b) Borrower's or any Guarantor's  ability to pay or
perform the  Obligations  in accordance  with their terms;  (c) the value of the
Collateral or the perfection or priority of Lender's liens;  (d) the validity or
enforceability  of this Agreement or any of the Relevant  Documents;  or (e) the
practical  realization  of the benefits,  rights and remedies  inuring to Lender
hereunder or under the Relevant  Documents.  Notwithstanding  anything contained
herein to the contrary, as to NQL Inc., a decline in NQL Inc.'s stock price or a
delisting of NQL Inc.  from trading on a nationally  recognized  stock  exchange
shall not constitute a Material Adverse Effect.

     "Notice of Borrowing" -- an irrevocable  notice of borrowing  substantially
in the  form of  Exhibit  B  attached  hereto  and made a part  hereof  by which
Borrower shall request Lender to make a Revolving Loan.

     "Obligations" -- all the following:

          (a) all principal of and interest on the Revolving Loans and all other
sums  payable  by  Borrower  under  the  terms of this  Agreement  or any of the
Relevant Documents;

          (b) all other indebtedness, liabilities, obligations and agreements of
every kind and nature of Borrower to or with Lender or any  Affiliate  of Lender
whether pursuant to this Agreement,  any of the Relevant Documents or otherwise,
whether in the form of  refinancing,  letters of  credit,  bankers  acceptances,
interest  rate  agreements,  hedge or  currency  contracts,  guaranties,  loans,
interest,  overdrafts,  charges, fees, expenses or otherwise,  whether direct or
indirect,  whether acquired  outright,  conditionally or as collateral  security
from another,  whether absolute or contingent,  joint or several,  liquidated or
unliquidated,  secured or unsecured,  and whether arising by operation of law or
otherwise;

          (c) any participation or interest of Lender or any Affiliate of Lender
in any  indebtedness,  liabilities,  obligations or agreements of Borrower to or
with others; and

          (d) all  out-of-pocket  costs  and  expenses  incurred  by  Lender  in
connection  with  this  Agreement  and  the  Relevant  Documents  at  any  time,
including,  but not limited to, the  expenses  and  reasonable  fees of Lender's
counsel,  whether of outside counsel or the allocated cost of Lender's  in-house
counsel;

                                       7
<PAGE>

in each case whether now existing or hereafter created, whether now or hereafter
contemplated,  and including without  limitation any future advances,  renewals,
extensions modifications or changes in form of, or substitutions for, any of the
items described in the preceding clauses (a) through (e).

     "PBGC" -- as defined in Section 5.17.

     "Permitted Encumbrance" -- any or any combination of the following:

          (a) The liens and  security  interests  in the  Collateral  granted to
Lender;

          (b) Liens for taxes,  assessments,  governmental  charges or levies on
Borrower or any of Borrower's properties,  but only if such taxes,  assessments,
governmental  charges  or levies  (i) are at the time not due and  payable or if
they can thereafter be paid without penalty or are being contested in good faith
by  appropriate  proceedings  diligently  conducted  and with  respect  to which
Borrower has created adequate reserves in conformity with GAAP; and (ii) are not
pursuant to any Environmental Law;

          (c)  Pledges or deposits  to secure  payment of workers'  compensation
obligations, unemployment insurance, deposits or indemnities to secure public or
statutory obligations or for similar purposes;

          (d) Mechanics',  carriers',  workmen's,  repairmen's and other similar
statutory liens incurred in the ordinary course of Borrower's business,  so long
as the liability  secured is not overdue or, if overdue,  is being  contested in
good faith by  appropriate  actions or  proceedings  diligently  conducted  with
respect to which Borrower has created adequate  reserves in conformity with GAAP
or has adequate insurance protection; provided, however, that at no time may the
aggregate amount of such liens exceed $10,000.00; and

          (e)  Encumbrances  existing  on the date hereof and listed on Schedule
5.16.

     "Person" -- any individual, partnership,  corporation,  association, trust,
business trust, joint venture,  joint stock company,  limited liability company,
limited liability partnership, limited partnership,  unincorporated organization
or enterprise or Governmental Authority.

     "Plan" -- as defined in Section 5.17.

     "Prime Rate" -- the rate  published  as the Base Rate in the "Money  Rates"
column of the Wall Street  Journal,  from time to time or, in the event that the
Wall Street  Journal is not available at any time,  such rate as is published in
another publication chosen by Lender in its sole and absolute discretion.

     "Related  Entity"  -- any  Subsidiary  or  Affiliate  of  Borrower  and any
unincorporated  association or other Person through which Borrower  conducts any
part of its business.

     "Relevant Documents" -- any and all documents and instruments  delivered to
Lender  pursuant or incident to this Agreement or in connection  with any of the
Revolving Loans by Borrower or any Related Entity.

                                       8
<PAGE>

     "Revolving  Loan"  or  "Revolving  Loans"  -- the  loans  made to  Borrower
pursuant to Section 2.

     "Revolving Loan Limit" -- as defined in Section 2.1(c).

     "Revolving Note" -- as defined in Section 2.1(a).

     "Subsidiary"  -- any Person of which another  Person owns a majority of the
equity interest or other controlling interest.

     "Subordination   Agreement"  --  that  certain   Standstill   Subordination
Agreement being entered into contemporaneously herewith between NQL Inc., Lender
and Borrower, as same may be amended, modified, replaced or substituted.

     "Termination  Date" -- (a) the date  that is one day prior to the date that
is one (1) year from the date hereof or any extended date that is agreed upon in
writing,  or (b) such earlier date as otherwise provided for under the terms and
conditions of this Agreement.

     "UCC" -- the Uniform  Commercial Code as in effect from time to time in the
State of New York,  and,  as to issues of  perfection  and  exercise of remedies
only,  the  Uniform  Commercial  Code  as in  effect  from  time  to time in the
jurisdiction  (i) wherein any of the Collateral is located or (ii) governing the
Collateral.

All accounting terms used herein, if not otherwise defined,  shall be defined in
conformity with GAAP.

2.   REVOLVING LOAN

     2.1  Making of Revolving Loans/Definition of Revolving Loan Limit

          (a) Making of Revolving Loans. Subject to the terms and conditions set
forth herein,  Lender shall, upon the request of Borrower,  from the date hereof
through the  Termination  Date,  make Revolving Loans hereunder to Borrower from
time to  time  in an  aggregate  principal  amount  not in  excess  at any  time
outstanding  of the  Revolving  Loan  Limit,  which  Revolving  Loans  shall  be
evidenced  by a note in the form  attached  hereto as Exhibit C (the  "Revolving
Note").  Borrower may repay and reborrow subject to the terms and conditions set
forth herein.  The Revolving Loans shall be payable in accordance with the terms
of this Agreement.

          (b) Purposes of Revolving  Loans.  Borrower may obtain Revolving Loans
solely  for the  ordinary  working  capital  purposes  of  Borrower  and to make
payments and other  distributions  to NQL Inc. in accordance with the provisions
of the  Subordination  Agreement.  At such time as Borrower requests a Revolving
Loan,  Lender may  require  evidence  that is  satisfactory,  in  Lender's  sole
discretion,  that such  Revolving  Loan shall be used for the purpose  stated by
Borrower.

                                       9
<PAGE>

          (c)  Definition of Revolving  Loan Limit.  Borrower's  Revolving  Loan
Limit  shall be the lesser of: (i) One Million  Five  Hundred  Thousand  Dollars
($1,500,000.00);  or (ii)  seventy  five  percent  (75%) of the face  amount  of
Eligible Accounts, which percentage Lender may increase or decrease from time to
time as Lender in its sole and absolute  discretion may determine.  Lender shall
have the right to  increase or decrease  the  Revolving  Loan Limit from time to
time and/or  establish  such  reserves as it shall deem  necessary  from time to
time; and the sums advanced  pursuant  thereto shall  nevertheless be secured by
the  Collateral and subject to the terms of this  Agreement.  The Revolving Loan
Limit shall be subject to the limitation  stated in Section 13.3 in the event of
notice of termination of this Agreement.

          (d) Procedure for  Requesting  Revolving  Loans.  Each  Revolving Loan
shall be requested in writing via facsimile by a Notice of Borrowing executed by
an Authorized Person, not later than 11:00 A.M. Eastern Time on any Business Day
on which a Revolving Loan is requested.

     2.2  Payment of Revolving Loans/Balance/Statements/etc.

          (a)  Repayment.  The  entire  outstanding  principal  balance  of  the
Revolving  Loans,  plus all accrued and unpaid interest thereon and all fees and
other amounts payable under this Agreement and the Relevant Documents,  shall be
due and payable, in full, on the Termination Date.

          (b) Collection and Remittance.

               (i)  Borrower  covenants  and agrees to (x) open one or more bank
                    accounts in the name of Borrower but over which Lender shall
                    have the sole power of withdrawal ("Blocked  Account"),  and
                    (y), if Lender shall  require at any time, to open a lockbox
                    account  ("Lockbox")  over which  Lender shall have the sole
                    power  of  withdrawal.  All  proceeds  of  Accounts  and all
                    payments  from the sale of  Inventory,  in each case whether
                    cash, checks,  drafts, notes,  acceptances or other forms of
                    payment,  if  received  by  Borrower  shall be  received  by
                    Borrower in trust for Lender, and Borrower agrees to deliver
                    such  payments  forthwith,  in the  identical  form in which
                    received, to Lender or to the Blocked Account or Lockbox, as
                    Lender shall require from time to time.

               (ii) Collected  funds in any Blocked  Account or Lockbox shall be
                    swept  daily and the  proceeds  deposited  to an  account of
                    Lender as Lender shall elect.

               (iii)Not later than 2:00 p.m.  Eastern Time on each Business Day,
                    Borrower shall notify Lender of the remittances deposited to
                    the Lockbox or Blocked Account on such Business Day.

          (c)  Determination  of Balance of Revolving  Loans. In determining the
outstanding  balance of the Revolving  Loans,  (i) available funds received from
the  Blocked

                                       10
<PAGE>

Account or the  Lockbox  in the  Lender's  account  at Fleet  Bank  Connecticut,
Account Name: Keltic Financial Partners, LP fob Fleet Capital Corp.; Account No.
_________, ABA _____________, before Noon Eastern Time of a Business Day will be
credited on that  Business Day, and  thereafter  on the following  Business Day;
(ii) any other form of funds received by Lender will be credited on the Business
Day when Lender has  received  notification  that such funds are  collected  and
available  to  Lender if before  Noon  (Eastern  Time),  and  thereafter  on the
following  Business  Day;  (iii) all  credits  shall be  conditional  upon final
payment to Lender in cash or solvent  credits of the items  giving  rise to them
and, if any item is not so paid,  the amount of any credit given for it shall be
charged  to the  balance  of the  Revolving  Loans  whether  or not the  item is
returned;  and (iv) for the purpose of computing interest on the Revolving Loans
and other  Obligations,  interest  shall continue to accrue on the amount of any
payment credited to Borrower's  Revolving Loan balance by Lender for a period of
three (3) Business Days after the date so credited.

          (d) Statements of Account. Any statement of account rendered by Lender
shall be considered correct,  accepted by Borrower and conclusively binding upon
Borrower, unless Borrower gives Lender written notice to the contrary within ten
(10)  Business  Days after the sending of the  statement by Lender.  If Borrower
disputes the correctness of any such statement,  Borrower's notice shall specify
in detail the  particulars  of its basis for  contending  that such statement is
incorrect.

          (e) Excess Revolving Loan Balance. If the aggregate outstanding amount
of Revolving  Loans at any time should  exceed the  Revolving  Loan Limit,  such
excess (i) shall nevertheless be secured by the Collateral and be subject to the
terms of this  Agreement  and (ii) shall be payable  immediately  upon demand by
Lender.

3.   ADDITIONAL PROVISIONS RE: INTEREST AND PAYMENTS

     3.1  Interest  Rate.  Interest  shall accrue on the  outstanding  principal
balance of the Revolving  Loans at a rate equal at all times to the Base Rate in
effect  from  time to time  during  the  period  for  which  interest  is  being
calculated  plus two and one half (2 1/2%)  percentage  points  per  annum.  The
applicable  interest rate shall change as and when the Base Rate changes without
notice to Borrower.

     3.2 Interest Calculation; Lawful Rate.

          (a) Interest on the  Revolving  Loans shall be  calculated  on a daily
basis,  with  each  day  representing  1/360th  of a year,  upon  the  aggregate
outstanding principal balance of all Revolving Loans.

          (b) If the interest rate  calculated in accordance  with any provision
of this Agreement would at any time exceed the maximum permitted by any law then
applicable, then for such period as such rate would exceed the maximum permitted
by such law (and no longer) the rate of interest payable shall be reduced to the
maximum permitted by such law.

     3.3 Interest  Payments.  Interest shall be due and payable by Borrower,  in
arrears,  on the  first  (1st) day of each  month and shall be paid by  Lender's
making an advance in the amount

                                       11
<PAGE>

of the interest due against the Revolving Loan.  Lender shall present an invoice
to Borrower on a monthly  basis  reflecting  the  interest  payment due, but any
failure or delay by Lender in  submitting  any  invoice for  interest  shall not
discharge or relieve Borrower of its obligation to make such interest payment.

     3.4 Default Rate.  Upon the  occurrence  and during the  continuance of any
Event of Default,  the  Revolving  Loans  shall,  at the option of Lender,  bear
interest at the Default Rate.

     3.5 Non-Business  Days. If any payment pursuant to this Agreement or any of
the Relevant  Documents shall be stated to be due on a day other than a Business
Day,  such payment  shall be made on the next  succeeding  Business Day and such
extension of time shall be included in the  computation of the interest or other
payment due.

     3.6 Fees.

          (a) Closing  Commitment  Fee.  Borrower  has paid  Lender,  and Lender
acknowledges   receipt   of,   the   sum   of   $22,500.00,   representing   the
closing/commitment fee due to Lender. The closing/commitment fee shall be deemed
fully earned and non-refundable, upon the execution of this Agreement.

          (b)  Facility  Fee:  Borrower  shall  pay to  Lender  a  facility  fee
calculated as one percent (1%) per annum of the Credit  Facility (the  "Facility
Fee"),  which fee shall be  deemed  fully  earned  and  non-refundable  upon the
execution of this  Agreement.  The Facility Fee for each annual  period shall be
paid in twelve  (12) equal  monthly  installments.  One-twelfth  (1/12th) of the
Facility Fee shall be charged by Lender on the first (1st)  Business Day of each
month to Borrower's Revolving Loan and shall be deemed fully earned on execution
of this Agreement. In the event a Termination Date shall occur prior to the date
that is one day prior to the first  anniversary  of the date hereof,  any unpaid
portion of the Facility Fee shall become immediately due and payable.

          (c) Field  Examinations.  Lender,  at such  intervals  as Lender shall
elect,  and whether by its own  employees or by agents  chosen by Lender,  shall
conduct field examinations at Borrower's  premises,  provided,  however,  Lender
shall in no event  conduct field  examinations  more than three (3) times in any
fiscal year of Borrower,  unless there shall occur or be continuing a Default or
Event of Default,  in which event,  Lender shall be  authorized to conduct field
examinations  at such  intervals as Lender shall  elect.  Borrower  shall pay or
reimburse  Lender for all  reasonable  costs and expenses  incurred by Lender in
conducting  such field  examinations.  Payments due from  Borrower to Lender for
field  examinations shall be paid by Lender's making an advance in the amount of
such costs and expenses,  against the Revolving Loan on the first (1st) Business
Day of the month following each field examination.

4.   SECURITY INTEREST

     4.1 Grant of  Security  Interests.  As  security  for the due and  punctual
payment and  performance  of all of the  Obligations,  whether  pursuant to this
Agreement  or  otherwise,  Borrower  hereby  pledges,  transfers  and assigns to
Lender,  and grants to Lender,  first priority

                                       12
<PAGE>

security  interests in (a) all of the Borrower  Collateral  wherever located and
whether now  existing or  hereafter  created and whether now owned or  hereafter
acquired by Borrower, and (b) all accessions and additions thereto, replacements
and substitutions  therefor, and proceeds,  including,  without limitation,  all
insurance proceeds and products thereof.  The security interests granted hereby,
and all remedies and other rights stated or referred to in this Agreement or any
of the Relevant  Documents,  shall  continue in full force and effect until full
and final payment and performance of the Obligations and this Agreement is fully
and finally terminated.

     4.2 Further  Assurances.  Borrower shall execute and deliver such financing
statements and other  documents (in form and substance  satisfactory  to Lender)
and take such other  actions as Lender may request from time to time in order to
create,  perfect or continue the security interests and other liens provided for
by this Agreement  under the UCC or other laws of the State of New York or under
any other applicable state or federal law.

5.   REPRESENTATIONS AND WARRANTIES

Borrower  represents  and warrants to Lender,  knowing and intending that Lender
will rely thereon in making the Revolving Loans  contemplated  hereby,  that the
following statements are true and accurate:

     5.1 Organization and Qualification.

          (a) Borrower is a corporation duly organized,  validly existing and in
good standing under the laws of the jurisdiction stated at the beginning of this
Agreement.

          (b) Borrower has the power and authority,  and all necessary  licenses
or other  authorizations,  to own or lease  its  properties  and to carry on its
business as now  conducted,  and is duly  qualified and in good standing in each
jurisdiction wherein the nature of the property owned or used or of the business
conducted requires such qualification.

     5.2 Due Authorization; No Default.

          (a) The  execution,  delivery  and  performance  by  Borrower  of this
Agreement,  and the Relevant Documents are within Borrower's  powers,  have been
duly authorized by all necessary action on the part of Borrower,  and do not and
will not (i) violate  Borrower's  Certificate of  Incorporation or Bylaws or any
Governmental Rule; (ii) constitute a breach of, or default under, any agreement,
undertaking  or  instrument  to which  Borrower is a party or by which it may be
affected,  or (iii) result in the imposition of any  Encumbrance or restrictions
on any assets of Borrower, except in favor of Lender.

          (b)  Borrower  has  delivered  to Lender true and  complete  copies of
Borrower's  resolutions necessary to authorize the transactions  contemplated by
this  Agreement  and the  Relevant  Documents,  and of  Borrower's  constitutive
documents,  all  as in  effect  on  the  date  hereof  and  certified  by a duly
authorized officer of Borrower.

                                       13
<PAGE>

          (c) This Agreement and the Relevant Documents upon their execution and
delivery, will be legal, valid and binding obligations of Borrower,  enforceable
against Borrower in accordance with their respective terms.

     5.3 No Governmental Consent Necessary. No authorization,  approval or other
action  by,  and no notice to or filing  with,  any  Governmental  Authority  is
required for the due  execution,  delivery and  performance  by Borrower of this
Agreement or any of the Relevant Documents.

     5.4 No  Proceedings.  There are no pending or threatened  claims,  actions,
proceedings or investigations before any Governmental Authority that may, singly
or in the aggregate, have a Material Adverse Effect.

     5.5 Financial Statements.

          (a) Subject to any  limitation  stated  therein,  all balance  sheets,
income statements and other financial data which have been or shall hereafter be
furnished  to  Lender do and will  truly  and  fairly  represent  the  financial
condition of Borrower as at the respective  dates thereof and the results of its
operations  for the periods ended on such dates,  in accordance  with GAAP.  All
other information, reports and other papers and data furnished to Lender are, or
will be at the time the same are so  furnished,  true,  accurate and complete in
all material respects.

          (b) Except as shown on the most recent financial statements identified
on Schedule 5.5,  Borrower has no  liabilities as of the date hereof which would
have a Material Adverse Effect.

     5.6 No Change in Financial Condition; Solvency.

          (a) Except as  disclosed on Schedule  5.5,  there has been no material
adverse  change  in  Borrower's  business,  assets,  operations,   prospects  or
condition,  financial  or  otherwise,  since  the  date  of its  last  financial
statements identified on Schedule 5.5.

          (b)  Borrower's  assets,  at  a  fair  valuation,   exceed  Borrower's
liabilities (including, without limitation, contingent liabilities), Borrower is
paying  its debts as they  become  due,  and  Borrower  has  capital  and assets
sufficient to carry on its business.

     5.7 Compliance With Laws.  Borrower is in compliance with all  Governmental
Rules  applicable  to its  ownership or use of  properties or the conduct of its
business,  the  non-compliance  with which could have a Material Adverse Effect;
Borrower has not received any notice of violation of any of the  foregoing;  and
Borrower  is not in  violation  of any  Governmental  Rule,  which  could have a
Material Adverse Effect.

     5.8 No Other  Violations.  Borrower is not in  violation of any term of its
Certificate  of  Incorporation  or Bylaws and no event or condition has occurred
and is continuing which constitutes or results in (or would constitute or result
in, with the giving of notice,  lapse of time or other  condition)  (a) a breach
of, or a default  under,  any material  agreement,  undertaking or instrument to
which Borrower is a party or by which it or any of its property may be affected,
or (b) the imposition of any Encumbrance on any property of Borrower.

                                       14
<PAGE>

     5.9 Taxes and Assessments.  Borrower has filed all federal, state and local
tax returns and other  reports it is  required to file (or has  obtained  valid,
written extensions as to any not so filed), has paid all taxes, assessments, and
other governmental  charges due and payable, and has made adequate provision for
the payment of such taxes,  assessments and charges accrued but not yet payable.
Borrower has no knowledge of any material deficiency or additional assessment in
connection  with any  taxes,  assessments  or  other  governmental  charges  not
provided for or disclosed in the financial statements set forth on Schedule 5.5.

     5.10  Accounts.  The list of  Accounts,  dated May 23,  2001,  delivered to
Lender,  is complete  and  contains an accurate  aging  thereof  and,  except as
otherwise  specified  by Borrower to Lender in  writing,  each of said  Accounts
meets the criteria for a Eligible  Account stated in the  definition  section of
this Agreement.

     5.11  Inventory.  Borrower's  Inventory  consists of items of a quality and
quantity usable or salable in the ordinary course of its business; the values of
obsolete items,  items below standard quality and items in the process of repair
have been written down to  realizable  market value,  or adequate  reserves have
been provided therefor;  and the values carried on said balance sheet are set at
the lower of cost or market,  in accordance with generally  accepted  accounting
principles consistently applied.

     5.12 Books and Records.  Borrower  maintains its books and records relative
to its  Accounts  and  the  other  Borrower  Collateral  at 900  Huyler  Street,
Teterboro, New Jersey 07608.

     5.13  Location of  Collateral.  None of the  Inventory,  Equipment or other
tangible property constituting part of the Borrower Collateral is or will be, or
has been during the six months preceding execution of this Agreement, located in
or on any premises other than those  identified in Schedule 5.13.  Schedule 5.13
contains an accurate  record of all landlords of premises leased by Borrower and
of all mortgagees of premises owned by Borrower.

     5.14  Places  of  Business.  The  principal  place of  business  and  chief
executive  office of Borrower is located at 900 Huyler  Street,  Teterboro,  New
Jersey  07608.  Schedule  5.14 lists all of the other offices or locations in or
from which Borrower conducts any of its business or operations.

     5.15 Other Name or Entities.  Except as disclosed on Schedule 5.15, none of
Borrower's   business   is   conducted   through   any   corporate   subsidiary,
unincorporated  association  or other entity and  Borrower  has not,  within the
seven years preceding the date of this Agreement, (a) changed its name, (b) used
any name other than the name stated at the beginning of this  Agreement,  or (c)
merged or consolidated with, or acquired the assets of, any other corporation or
business.

     5.16 Title and Liens. Borrower and Guarantor have good and marketable title
to all of the Collateral and all of their other property as sole owners thereof,
free and clear of any  Encumbrance,  except the liens created by this  Agreement
and any liens or encumbrances  identified on Schedule 5.16.  Except as set forth
on Schedule 5.16, none of the Collateral is subject to any  prohibition  against
encumbering,  pledging,  hypothecating, or assigning the same or requires notice
or consent in connection therewith.

                                       15
<PAGE>

     5.17 ERISA.  Borrower is in  compliance  in all material  respects with the
provisions of the Employee  Retirement  Income  Security Act of 1974, as amended
("ERISA"),  and the related  provisions of the Code and with all regulations and
published  interpretations  issued  thereunder  by the  United  States  Treasury
Department,  the  United  States  Department  of Labor and the  Pension  Benefit
Guaranty Corporation ("PBGC").  Neither a reportable event as defined in Section
4043 of ERISA,  nor a prohibited  transaction as defined in Section 406 of ERISA
or Section 4975 of the Code has occurred and is  continuing  with respect to any
employee  benefit plan subject to ERISA  established or maintained,  or to which
contributions  have been or may be made, by Borrower or by any trade or business
(whether or not incorporated) which together with Borrower would be treated as a
single  employer  under Section 4001 of ERISA (any such trade or business  being
referred to hereinafter as an "ERISA  Affiliate," and any such employee  benefit
plan being referred to hereinafter as a "Plan").

     5.18  O.S.H.A.  Borrower  has  duly  complied  with,  and  its  facilities,
business,  leaseholds,  equipment  and other  property are in  compliance in all
material  respects with, the provisions of the federal  Occupational  Safety and
Health Act and all rules and  regulations  thereunder  and all similar state and
local Governmental Rules. There are no outstanding citations,  notices or orders
of  non-compliance  issued to Borrower or relating to its facilities,  business,
leaseholds, equipment or other property under any such Governmental Rules.

     5.19 Environmental Matters. Except as disclosed in Schedule 5.19:

          (a) No property  owned or used by Borrower is or has been used for the
generation, manufacture, refining, transportation,  treatment, storage, handling
or disposal of any "hazardous  substances" or "hazardous wastes".  The following
are  all of the  Standard  Industrial  Classification  Codes  applicable  to the
properties and  operations of Borrower:  7376 and 7378. The following are all of
the North American  Industrial  Classification  System numbers applicable to the
properties  and  operations of Borrower:  541513 and 811212;  (b) Borrower is in
compliance  with  all  applicable  Environmental  Laws;  (c)  there  has been no
contamination  or release of hazardous  substances at, upon, under or within any
property owned or leased by Borrower,  and there has been no  contamination  (as
defined in any applicable  Environmental Law) or release of hazardous substances
(as defined in any applicable  Environmental Law) on any other property that has
migrated or threatens  to migrate to any  property  owned or leased by Borrower;
(d) no  hazardous  substances  are  present at any  property  owned or leased by
Borrower, nor will any hazardous substances be present upon any such property or
in the operation thereof by Borrower, except such hazardous substances which are
transported,  used, stored, disposed of and otherwise handled in accordance with
all  Environmental  Laws,  in proper  storage  containers;  (e) all  permits and
authorizations  required under Environmental Laws for all operations of Borrower
have been  duly  issued  and are in full  force and  effect,  including  but not
limited to those for air emissions,  water  discharges  and  treatment,  storage
tanks  and  the  generation,   treatment,  storage  and  disposal  of  hazardous
substances;  (f) there are no past, pending or threatened  Environmental  Claims
against  Borrower or any property  owned or leased by Borrower;  and there is no
condition or occurrence  on any property  owned or leased by Borrower that could
reasonably  be  anticipated  (i) to form  the  basis of an  Environmental  Claim
against Borrower or its properties or (ii) to cause any property owned or leased
by Borrower to be subject to any  restrictions  on its  ownership,  occupancy or
transferability  under any Environmental  Law; and (g) the  representations  and

                                       16
<PAGE>

warranties  set  forth in this  Section  5.19  shall  survive  repayment  of the
Obligations and the termination of this Agreement and the Relevant Documents.

     5.20 Labor  Disputes.  There are no pending  or, to  Borrower's  knowledge,
threatened labor disputes which could have a Material Adverse Effect.

     5.21 Intellectual Property. Borrower is the owner of or possesses the right
to use all necessary patents,  trademarks,  service marks,  copyrights and other
intellectual  property necessary or useful in the operation of its business,  in
each case free of any claims or infringements.

     5.22  Representations and Warranties True,  Accurate and Complete.  None of
the  representations,  warranties  or  statements  to Lender  contained  in this
Agreement, in any of the Relevant Documents or in any other writing delivered to
Lender  in  connection  with  the  Collateral,  this  Agreement  or  any  of the
transactions contemplated hereby or thereby, contains or will contain any untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
necessary  to make such  representation,  warranty or statement  not  materially
misleading  in light of the  circumstances  under which it is made.  All of such
representations,  warranties and  statements  shall survive until full and final
payment and performance of the Revolving Loans and all other  Obligations  under
this Agreement and the Relevant Documents.

6.   AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, until full and final payment and performance
of all  Obligations,  Borrower shall,  unless Lender shall otherwise  consent in
writing:

     6.1 Maintenance of Existence and  Qualifications.  Maintain and preserve in
full force and effect its  existence  and good  standing  and all other  rights,
powers,  franchises,  licenses and qualifications necessary or desirable for its
ownership or use of properties or the conduct of its business.

     6.2 Payment of Taxes and Other  Obligations.  Pay (a) when due,  all taxes,
assessments and  governmental  charges imposed upon it or any of its property or
required to be collected by it, and (b) in the ordinary course of business,  all
other indebtedness and liabilities of any kind now or hereafter owing by it.

     6.3  Maintenance  of  Properties.  Maintain its  properties in good working
order and condition.

     6.4  Notice of Adverse  Events.  Promptly  notify  Lender in writing of the
occurrence  or  existence of any of the  following:  (a) any Event of Default or
Default;  (b) any  matter or event  which has  resulted  in, or may result in, a
Material  Adverse Effect;  (c) any claim,  action,  proceeding or  investigation
filed or  instituted  against  Borrower,  or any  adverse  determination  in any
pending  action,  proceeding or  investigation  affecting it in excess of Twenty
Thousand Dollars ($20,000.00);  (d) any loss from casualty or theft in excess of
Twenty Thousand Dollars ($20,000.00), whether or not insured, affecting property
of Borrower; (e) whether or not

                                       17
<PAGE>

otherwise reportable under this Section 6.4, any complaint,  citation,  order or
other notice of a violation or a claim  involving any of the  following,  if the
liability or penalty  therefor may exceed Twenty Thousand  Dollars  ($20,000.00)
singly or in the aggregate.

     6.5 Information and Documents to be Furnished to Lender.  Furnish to Lender
in form and content satisfactory to it:

          (a) Annual Financial Statements. As soon as available NQL Inc. and its
Subsidiaries,  including,  without limitation,  Borrower,  but in no event later
than ninety  (90) days after the end of each  fiscal  year of  Borrower  and NQL
Inc.,  a  consolidated  and  consolidating  balance  sheet of NQL  Inc.  and its
Subsidiaries,  including,  without limitation,  Borrower,  as of the end of such
year and consolidated  and  consolidating  statements of income,  cash flows and
changes in stockholders' equity for such year (all in reasonable detail and with
all notes and supporting schedules),  audited by an independent certified public
accountant  satisfactory to Lender, as presenting fairly the financial condition
of NQL Inc. and its Subsidiaries including, without limitation,  Borrower, as of
the  dates  and for  the  periods  indicated  and as  having  been  prepared  in
accordance  with GAAP,  except as may be otherwise  disclosed in such  financial
statements or the notes thereto.

          (b)  Quarterly  Financial  Statements.  As soon as available but in no
event  later than  forty-five  (45) days  after the end of each  quarter of each
fiscal year of  Borrower,  except the fourth  such  quarter in any fiscal year a
consolidated and  consolidating  balance sheet of Borrower and its Subsidiaries,
if  any,  as of the end of  such  quarter  and  consolidated  and  consolidating
statements of income,  cash flows and changes in  stockholders'  equity for such
quarter and for the period commencing at the end of the previous fiscal year and
ending with the end of such quarter (all in reasonable detail and with all notes
and  supporting  schedules),  prepared by Borrower  and  certified  by the chief
financial  officer of Borrower as presenting  fairly the financial  condition of
Borrower  as of the  dates and for the  periods  indicated  and as  having  been
prepared  in  accordance  with  GAAP  consistently  applied,  except  as  may be
otherwise disclosed in such financial statements or the notes thereto.

          (c) Monthly Financial  Statements.  If requested by Lender, as soon as
available  but in no event  later  than  thirty  (30) days after the end of each
month of each fiscal year of Borrower, a balance sheet of Borrower as of the end
of such month and statements of income,  cash flows and changes in stockholders'
equity for such month and for the period  commencing  at the end of the previous
fiscal year and ending with the end of such month (all in reasonable  detail and
with all notes and supporting schedules),  prepared by Borrower and certified by
the chief  financial  officer of Borrower  as  presenting  fairly the  financial
condition  of  Borrower  as of the dates and for the  periods  indicated  and as
having been prepared in accordance with GAAP consistently applied, except as may
be otherwise disclosed in such financial statements or the notes thereto.

          (d) Compliance  Certificate.  Simultaneously with the delivery of each
annual and quarterly  financial statement referred to in Sections 6.5(a) and (b)
a completed  certificate in form and substance acceptable to Lender ("Compliance
Certificate"),  executed by an authorized  officer of Borrower,  and  containing
such  additional  information  as Lender  may  request  from  time to time,  (i)
certifying  that the financial  statements  being delivered with such Compliance

                                       18
<PAGE>

Certificate  are true,  complete and correct,  (ii) setting  forth in reasonable
detail the calculations required to establish whether Borrower was in compliance
with all financial  covenants  for the fiscal period in question,  (iii) stating
(A) whether any Event of Default has occurred or is continuing since the date of
the previously  delivered  Compliance  Certificate  and the details of same, (B)
without limiting the requirements of (A), stating specifically whether any event
has occurred since the date of the previously delivered  Compliance  Certificate
which may  result in an Event of  Default;  and (C) such  other  information  as
Lender may from time to time reasonably require to be included in the Compliance
Certificate.

          (e)  Projections.  Not  later  than  thirty  (30)  days  prior  to the
beginning of each fiscal year, a month-to-month  projected  operating budget and
cash flow of Borrower for such fiscal year.

          (f) Accounts and Accounts Payable  Reports.  On or before the 15th day
of each month as at the close of the  preceding  month,  or more  frequently  if
Lender shall  require:  certificates  and  assignment  schedules  describing the
Eligible Accounts in detail and total,  Accounts Receivable and accounts payable
agings and reconciliations and Collateral and Loan reconciliation  reports,  all
in such form as Lender may require.

          (g) Daily Reporting.  On or before 10:00 a.m. of each Business Day, in
the form  attached  hereto as Exhibit D or such other form as Lender  shall from
time to time require,  and signed by an Authorized Person, a report of all sales
and  collections for the preceding day or if Borrower was opened for business on
a day other than a Business Day then for such day on the next Business Day.

          (h) Account Debtor Information.  On the first (1st) Business Day after
January 1 and July 1 of each year and at such other time as Lender may  request,
provide to Lender a list of all Account Debtors to whom Borrower has made a sale
within the last six (6) months  including the name of each Account  Debtor,  the
current address of each Account Debtor,  the name of Borrower's  current contact
at each Account Debtor and the current telephone number of each Account Debtor.

          (i)  Borrowing  Base  Certificates/Sales  and  Collections.  With each
request for a Revolving  Loan, and in any event not less frequently than weekly,
a complete  Borrowing  Base  Certificate,  in form and  substance  acceptable to
Lender, signed by the President of Borrower, accompanied by a report in form and
substance as Lender shall require, of all sales and collections, on a day by day
basis, since the prior Borrowing Base Certificate.

          (j) Guarantors' Financial  Statements.  As soon as available but in no
event  later  than  ninety  (90) days  after the end of each  calendar  year,  a
financial  statement of each  Guarantor in form and  substance  satisfactory  to
Lender.

          (k) Change in Status. As soon as is commercially  practicable,  notice
identifying any Account that has ceased to be Eligible.

          (l) Rejection,  Delay, Claims. As soon as is commercially practicable,
notice of the rejection of goods, delay in performance, or claims made in regard
to Accounts.

                                       19
<PAGE>

          (m) Violations. As soon as is commercially practicable,  a copy of any
complaint,  citation,  order or other notice of a violation or claim required to
be reported pursuant to Subsections 6.4(c), 6.4(d) or 6.4(e), which could have a
Material Adverse Effect.

          (n) Other Documents. As soon as commercially practicable after demand:

               (i)  A certificate  executed by an Authorized Person satisfactory
                    to Lender stating that there then exists no Default or Event
                    of Default;

               (ii) All  original  and  other  documents  evidencing  a right to
                    payment,  including  but not limited to  invoices,  original
                    orders, and shipping and delivery receipts; and

               (iii)Such  other   documents   or   information   as  Lender  may
                    reasonably request, including financial projections and cash
                    flow analysis.

     6.6 Access to Records and Property. At any time and from time to time, upon
request  by Lender,  give any  representative  of Lender  access  during  normal
business hours to inspect and audit the Collateral and Borrower's other property
and to examine, copy and make extracts from Borrower's books and records.

     6.7 Insurance.

          (a) Liability and Property  Insurance.  Maintain at Borrower's expense
(with  such  insurers,   in  such  amounts  and  with  such  deductibles  as  is
satisfactory  to  Lender)  public  liability  and third  party  property  damage
insurance  and  insurance  on  the  Collateral  (including  without  limitation,
insurance against fire,  explosion,  boiler damage, theft,  burglary,  spoilage,
pilferage,  loss in transit and all other hazards and risks  ordinarily  insured
against by other  owners or users of such  properties  in  similar  businesses),
which  insurance  shall be  evidenced  by  policies  (i) in form  and  substance
satisfactory to Lender,  (ii)  designating  Lender and its assigns as additional
co-insureds  and loss  payees as their  interests  may appear from time to time,
(iii) containing a "breach of warranty clause" whereby the insurer agrees that a
breach of the insuring  conditions  or any  negligence  of Borrower or any other
Person shall not invalidate the insurance as to Lender and its assigns, and (iv)
requiring  at least  thirty  (30) days' prior  written  notice to Lender and its
assigns before cancellation or any material change shall be effective.

          (b) Copies of Policies.  Upon request,  deliver to Lender the original
of each policy evidencing  insurance required by this Section 6.7, together with
evidence of payment of all premiums therefor.

          (c)  Notice  and  Proof of Loss.  In the event of loss or damage in an
aggregate  amount in excess of $20,000,  forthwith notify Lender and file proofs
of loss satisfactory to Lender with the appropriate insurer.

          (d) Proceeds.  Forthwith  upon receipt of insurance  proceeds (for any
loss or property  damage) in an  aggregate  amount in excess of $20,000,  at the
option of Lender, (i) utilize same to repair,  reconstruct,  improve and restore
the damaged  property to  substantially  the

                                       20
<PAGE>

same or an improved  condition or utility  value as existed prior to such event,
or (ii) pay same to Lender to be  credited  against the  Obligations,  provided,
however,  Borrower's  receipt of insurance  proceeds of $20,000 or less shall be
utilized to repair,  reconstruct,  improve or restore  the  damaged  property as
aforesaid.

          (e) No Duty for Lender. In no event shall Lender be required either to
(i) ascertain the existence of or examine any insurance  policy,  or (ii) advise
Borrower  in the  event  such  insurance  coverage  shall  not  comply  with the
requirements of this Agreement.

     6.8 Condition of Collateral;  No Liens.  Maintain or cause to be maintained
the  Borrower  Collateral  and all  its  other  assets  and  properties  in good
condition and repair at all times,  preserve the Borrower Collateral and all its
other assets and  properties  from loss,  damage,  or  destruction of any nature
whatsoever,  and keep the  Borrower  Collateral  and all its  other  assets  and
properties  free and clear of any  Encumbrance,  except  Permitted  Encumbrances
including any identified on Schedule 5.16.

     6.9  Proceeds of  Collateral.  Forthwith  upon  receipt,  pay to Lender all
proceeds  of  Collateral,  whereupon  such  proceeds  shall  be  applied  to the
Obligations  in an order  and  manner  as shall  be  determined  in the sole and
absolute discretion of Lender.

     6.10 Records.  Maintain  complete and accurate books and records of all its
operations and properties, including records of the Collateral and the status of
each of the Accounts.

     6.11 Delivery of Documents. Notify Lender if any proceeds of Accounts shall
include,  or any of the Accounts shall be evidenced by, notes, trade acceptances
or  instruments  or  documents,  or if any  Inventory is covered by documents of
title or chattel paper,  whether or not  negotiable,  and if required by Lender,
immediately  deliver  them to Lender  appropriately  endorsed.  Borrower  waives
protest regardless of the form of the endorsement.  If Borrower fails to endorse
any  instrument  or document,  Lender is  authorized to endorse it on Borrower's
behalf.

     6.12  United  States  Contracts.  If any of the  Accounts  arises  out of a
contract  with  the  United  States  or  any  of its  departments,  agencies  or
instrumentalities, immediately notify Lender, and if required by Lender, execute
any  necessary  instruments  in order  that all money due or to become due under
such contract  shall be assigned to Lender and proper  notice of the  assignment
given under the Federal Assignment of Claims Act.

     6.13  Further  Assurances.  From time to time,  execute  and  deliver  such
further documents and take such further actions as Lender may reasonably request
in order to carry out the purposes of this Agreement, the Relevant Documents and
any  other  instruments,  documents  and  agreements  which  shall  be  executed
concurrently herewith or hereafter with regard to the transactions  contemplated
by this Agreement.

     6.14  Related  Entities.  Cause  each  Related  Entity to  comply  with the
following  covenants,  to the extent relevant to such Person,  as if stated with
reference to such Person:  6.1, 6.2,  6.3, 6.4 (provided  such adverse event has
resulted in or may result in a Material  Adverse Effect on such Related Entity),
6.5(a),  6.5(d) (as to annual statements only),  6.5(j),  6.5(m), 6.6 (only upon
the  occurrence  and during the  continuance  of a Default or Event of Default),
6.7(a)  (insofar  as such  covenant  requires  Guarantor  to maintain at its own
expense public liability and

                                       21
<PAGE>

third party property damage insurance),  6.8 (as to the covenant to maintain its
assets in good condition and repair and preserve its assets and properties  from
loss, damage or destruction),  6.10 (as to the covenant to maintain complete and
accurate books and records of all of its operations and properties) and 6.13.

7.   NEGATIVE COVENANTS

Borrower covenants and agrees that, until full and final payment and performance
of the Obligations, Borrower shall not, unless Lender shall otherwise consent in
writing:

     7.1 No  Consolidation,  Merger,  Acquisition,  Liquidation.  Enter into any
merger,  consolidation,  reorganization or  recapitalization;  take any steps in
contemplation  of  dissolution  or  liquidation;  conduct any part of Borrower's
business through any corporate subsidiary,  unincorporated  association or other
entity not  disclosed  on Schedule  5.15;  or acquire the stock or assets of any
Person, whether by merger, consolidation, purchase of stock or otherwise.

     7.2 Disposition of Assets or Collateral. Sell, lease, or otherwise transfer
or dispose of any or all of the  Collateral  or other assets of Borrower,  other
than the sale of Inventory in the ordinary course of business and the retirement
of other assets in the normal course of operations.

     7.3 Liens.  Incur,  create or permit to exist any Encumbrance,  conditional
sale or other title retention  agreement,  financing lease having  substantially
the same effect as any of the foregoing,  or other  preferential  arrangement of
any type,  in each case upon or with respect to any assets of Borrower,  whether
now owned or hereafter acquired, except Permitted Encumbrances and to secure any
Liabilities incurred to the extent permitted under Section 7.4 hereof.

     7.4  Liabilities.  Incur,  create,  assume or permit to exist any Liability
secured  by  an  Encumbrance  except:  (a)  the  Obligations;   (b)  Liabilities
subordinated  to  payment  of the  Obligations  on terms  approved  by Lender in
writing;  (c) those Liabilities existing on the date of this Agreement and shown
in the financial  statements  identified  on Schedule  5.5; and (d)  Liabilities
incurred in the ordinary course of Borrower's  business in any fiscal year in an
aggregate amount in excess of $100,000.00.

     7.5  Loans.  Make loans to any Person  (other  than to NQL Inc.,  provided,
however,  any such loans are  subject  to the  provisions  of the  Subordination
Agreement)  and travel  advances to  employees  made in the  ordinary  course of
business.

     7.6 Guaranties; Contingent Liabilities.

          (a)  Assume,  guarantee,  endorse,  contingently  agree to purchase or
otherwise  become  liable  upon the  obligation  of any  Person,  except  by the
endorsement  of  negotiable  instruments  for deposit or  collection  or similar
transactions in the ordinary course of business, or

          (b) Agree to maintain  the working  capital or net worth of any Person
or to make  investments  in any Person  (except for  short-term  investments  of
excess cash as herein permitted).

                                       22
<PAGE>

     7.7 Dividends and Other Distributions.  Declare or pay any cash dividend or
make any distribution on, or redeem,  retire or otherwise  acquire,  directly or
indirectly,  any shares of its stock, or make any  distribution of assets to its
stockholders, except as otherwise authorized in the Subordination Agreement.

     7.8  Transactions  with  Affiliates.  Enter into any  transaction  with any
Affiliate  of  Borrower on a basis less  favorable  in any  material  respect to
Borrower than if such transactions were not with such a Person.

     7.9  Sale of  Inventory.  Sell  any of the  Inventory  on a  bill-and-hold,
guaranteed sale, sale-and-return,  sale on approval or consignment basis, or any
other basis subject to a repurchase obligation or return right.

     7.10 Removal of Collateral.  Remove, or cause or permit to be removed,  any
of the Collateral or other assets from the premises  identified on Schedule 5.13
to this  Agreement,  except for sales of  Inventory  in the  ordinary  course of
business.

     7.11 Transfer of Notes or Accounts.  Sell,  assign,  transfer,  discount or
otherwise  dispose of any Accounts or any  promissory  note or other  instrument
payable to it with or without recourse,  except for collection  without recourse
in the ordinary course of business.

     7.12  Settlements.  Compromise,  settle or adjust  any claim in a  material
amount relating to any of the Collateral.

     7.13  Modification  of  Governing  Documents.  Make or permit any  material
change,  alteration or  modification  of its  Certificate  of  Incorporation  or
Bylaws.

     7.14  Change of  Business.  Cause or  permit a change in the  nature of its
business as conducted on the date of this Agreement.

     7.15  Change of  Location  or Name.  Change any of the  following:  (a) the
location  stated in Section  5.12 for the  maintenance  of the books and records
relative  to the  Accounts  and any of the other  Borrower  Collateral,  (b) the
location  of the  principal  place of  business  or chief  executive  office  of
Borrower as stated in Section 5.14, (c) the locations at which Borrower conducts
any of its business or operations  set forth in Schedule  5.14, (d) the location
of the Borrower  Collateral  set forth in Section 5.13 and Schedule 5.13, or (e)
the name under which Borrower conducts any of its business or operations.

     7.16  Change  of  Accounting  Practices.   Change  its  present  accounting
principles  or practices in any material  respect,  except as may be required by
changes in GAAP.

     7.17  Inconsistent  Agreement.  Enter  into any  agreement  containing  any
provision  that would be  violated  by the  performance  of the  Obligations  or
Borrower's  obligations under any document delivered or to be delivered by it in
connection with this Agreement or any Relevant Document.

     7.18 Related Entities.  Cause,  suffer or permit any Related Entity to fail
to observe any of the following  covenants,  as if stated with reference to such
Related Entity,  provided,

                                       23
<PAGE>

however,  such negative covenants shall not be deemed to be breached unless such
Related Entity's  failure to comply with any such covenant is reasonably  likely
to result in a Material  Adverse  Effect on such Related  Entity:  Sections 7.1,
7.2, 7.3, 7.6, 7.8, 7.14 and 7.17.

8.   CONDITIONS TO MAKING EXTENSIONS OF CREDIT

     8.1 Initial Extension of Credit. The obligation of Lender to make the first
Revolving Loan hereunder is subject to the  satisfaction  or waiver by Lender of
each  of  the   following   conditions   precedent:

          (a) Loan and Security Agreement/Relevant  Documents. Receipt by Lender
of a fully-executed copy of this Agreement and all Relevant Documents.

          (b)  Schedules.  Receipt by Lender of all schedules to this  Agreement
prepared by Borrower and Lender's  determination  that any  exceptions  shown on
such schedules are satisfactory.

          (c)  Financing  Statements.  Receipt  by Lender  of all UCC  financing
statements required by it, each signed by the applicable party.

          (d)  Landlord's/Mortgagee/Warehouse  Waivers.  Receipt  by  Lender  of
waivers, in form and substance  satisfactory to Lender and its counsel, for each
real property  location either  occupied by Borrower or any Guarantor,  or where
Collateral  is located,  executed by the owner and/or  lessor  and/or  mortgagee
and/or operator of such location.

          (e)  Guaranty  Agreements.  Receipt by Lender of a guaranty  agreement
executed by each  Guarantor in form and  substance  acceptable to Lender and its
counsel and each  together  with any  document  to be  delivered  in  connection
therewith.

          (f) Lockbox/Blocked Account Agreements.  Receipt by Lender of executed
Lockbox and/or Blocked Account  agreements as Lender shall require,  in form and
substance acceptable to Lender.

          (g) Insurance.  Receipt by Lender of (i) copies of insurance  policies
with  respect to all  Collateral,  containing  a long-form  lender loss  payable
and/or mortgagee endorsements,  as applicable,  satisfactory to Lender and which
in all other  respects  comply with the  requirements  hereof and any  insurance
requirements set forth in the Relevant  Documents,  and (ii) a current insurance
certificate  for  all  such  policies  identifying  Lender  as  loss  payee  and
additional insured as to liability.

          (h) Searches.  Receipt by Lender of lien, judgment,  and good standing
searches satisfactory to Lender.

          (i) Appraisals. Receipt by Lender of, and satisfaction of Lender with,
an appraisal of the Collateral.

                                       24
<PAGE>

          (j)  Collateral  Examination.  Completion  by Lender  of a  Collateral
examination  update in form and  substance,  and with results,  satisfactory  to
Lender.

          (k) Completion of Due Diligence.  Receipt by Lender of all information
requested  from  Borrower in connection  with  Lender's due diligence  review of
Borrower  and all other  parties,  including,  without  limitation,  credit  and
background  investigations  on John  DeVito,  and  completion  of such review by
Lender, with results satisfactory to Lender.

          (l) Governing Documents.  Receipt by Lender of the following documents
for Borrower and each Guarantor which is not a natural Person:

               (i)  a copy of its articles and/or  certificate of  incorporation
                    or certificate of formation certified as true and correct by
                    the President of such Person or other officer of such Person
                    who is acceptable to Lender;

               (ii) good  standing  certificates  issued by the  Secretaries  of
                    State of the state  where  incorporated  or formed  and each
                    state where  required to be qualified  to do business,  each
                    dated not more than 30 days prior to the date hereof;

               (iii)resolutions   of  its   board  of   directors   or   members
                    authorizing the execution of this Agreement and the Relevant
                    Documents and their performance pursuant thereto,  certified
                    by an officer or  managing  member as being  true,  correct,
                    complete and in effect as of the date hereof and in form and
                    substance satisfactory to Lender;

               (iv) a  copy  of its  by-laws  or  operating  agreement  and  all
                    amendments  thereto,  certified by an authorized  officer or
                    managing  member as being  true,  correct,  complete  and in
                    effect;

               (v)  an incumbency certificate showing the names of its officers,
                    their respective titles and signatures and its directors and
                    shareholders or members and managers; and

               (vi) such  other  documents,   instruments,   records,  opinions,
                    assurances and papers  relating to Borrower or any Guarantor
                    as Lender or its counsel may reasonably require, all in form
                    and substance satisfactory to Lender and its counsel.

          (m) Opinion of Counsel.  Receipt by Lender of an opinion of counsel to
Borrower and Guarantors, addressed to Lender and in all respects satisfactory to
Lender and its counsel.

          (n) Estoppel Certificate. Receipt by Lender of a certificate, dated as
of the date hereof and executed by an  Authorized  Person,  stating  that, as of
such date, there has been no adverse change in the business, assets, operations,
prospects  or  condition,  financial or  otherwise,  of the  Borrower,  that all
representations  and  warranties  set  forth in  Section  5 and in the  Relevant

                                       25
<PAGE>

Documents  are true  and  accurate  as of the date  hereof;  that  there  are no
material pending or, to Borrower's knowledge,  threatened litigation or material
contingent obligations in existence; and to such further effect as the Lender or
its counsel may reasonably require.

          (o) No Default Certificate.  Receipt by Lender of a certificate, dated
as of the date hereof and executed by an Authorized Person,  stating that, as of
such date, no Event of Default or Default  exists and to such further  effect as
Lender or its counsel may reasonably require.

          (p) Payoff Letters. If applicable, receipt by Lender of payoff letters
from each existing lender to Borrower whose loans are being repaid with proceeds
of the initial Revolving Loan, in form and substance satisfactory to Lender.

          (q) Termination  Statements,  Etc.  Receipt  by  Lender   of  all  UCC
termination statements,  mortgage discharges and other documents and instruments
of termination and release  necessary so that the security  interests granted to
Lender pursuant to this Agreement and the Relevant Documents are first and prior
liens and security interests, subject only to Permitted Encumbrances.

          (r) Review  of  Contracts.  Satisfactory   review  by  Lender  of  all
Borrower's and Guarantors' material contracts.

          (s) Fees. Receipt by Lender of all fees and expenses which are payable
to Lender, its counsel, or to third-party  providers of services related to
the closing of this transaction.

          (t) Intentionally Omitted.

          (u) Warrant.   Receipt  by Lender  of a fully  executed  warrant  with
respect to certain stock  ownership  rights issued by Guarantor  with respect to
the stock of  Guarantor  in form and  substance  acceptable  to  Lender  and its
counsel.

          (v) Minimum Excess  Availability.  Receipt by Lender of  documentation
evidencing  a  minimum  excess  availability  under the  Revolving  Loan of Five
Hundred Thousand Dollars ($500,000.00) after giving effect to the payment of all
related fees and expenses.

          (w) Subordination   Agreement.  Receipt by Lender of a fully  executed
subordination agreement from NQL Inc. in form and substance acceptable to Lender
and its counsel, which shall provide, inter alia, for Borrower's ability to make
payments to NQL Inc.  provided  that: (i) Borrower is not in Default of any term
of provision of this Agreement or any Relevant  Document at or immediately after
the time of such payment;  and (ii) there shall be a minimum excess availability
under the  Revolving  Loan  immediately  after any such  payment in an amount at
least equal to Five Hundred Thousand Dollars ($500,000.00).

          (x) Miscellaneous.    Receipt  by  Lender  of  such  other  documents,
instruments,  records, opinions,  assurances and papers as Lender or its counsel
may reasonably require, all in form and substance satisfactory to Lender and its
counsel.

                                       26
<PAGE>

     8.2 Conditions to All Extensions of Credit.

          (a) Lender's  obligation to advance any  Revolving  Loan is subject to
the condition  that, as of the date of such Revolving  Loan, no Event of Default
or Default shall have occurred and be continuing  and that the matters set forth
in Sections 5.1 through 5.22 and the  representations  set forth in the Relevant
Documents continue to be true and complete.

          (b) Borrower's  acceptance of each Revolving Loan under this Agreement
shall  constitute a confirmation,  as of the date of such Revolving Loan, of the
matters set forth in Sections 5.1 through 5.22, of the representations set forth
in the Relevant Documents,  and that no Default or Event of Default then exists.
If requested by Lender,  Borrower shall further confirm such matters by delivery
of a  certificate  dated  the  day of  such  Revolving  Loan  and  signed  by an
Authorized Person.

9.   ADDITIONAL POWERS OF LENDER

     9.1 Powers of Lender.

          (a) Powers of  Attorney.  Borrower  hereby  constitutes  and  appoints
Lender (and any  employee or agent of Lender,  with full power of  substitution)
its true and lawful attorney and agent in fact to take any or all of the actions
described below in Lender's or Borrower's name and at Borrower's expense.

          (b) Evidence of Liens.  Lender may execute such  financing  statements
and other  documents  and take such other  actions as Lender deems  necessary or
proper in order to create,  perfect or continue the security interests and other
liens  provided  for by this  Agreement or any of the  Relevant  Documents,  and
Lender  may file  the  same (or a  photocopy  of  appropriate  portions  of this
Agreement or of any financing  statement  signed by Borrower) in any appropriate
governmental office.

          (c)  Preservation  of Collateral.  Lender may take any and all actions
that it deems  necessary or proper to preserve  its interest in the  Collateral,
including without  limitation the payment of debts of Borrower that might impair
the Collateral or Lender's security interest therein,  the purchase of insurance
on the Collateral,  the repair or safeguarding of the Collateral, or the payment
of taxes,  assessments  or other liens  thereon.  All sums so expended by Lender
shall be added to the Obligations, shall be secured by the Collateral, and shall
be payable on demand with interest at the Default Rate from the respective dates
such sums are expended.

          (d) Lender's Right to Cure. In the event Borrower fails to perform any
of its duties or  obligations  hereunder,  then  Lender may perform the same but
shall not be  obligated  to do so. All sums so expended by Lender shall be added
to the Obligations,  shall be secured by the Collateral, and shall be payable on
demand with interest at the Default Rate from the respective dates such sums are
expended.

                                       27
<PAGE>

          (e)  Verification of Accounts.  Lender may make test  verifications of
any and all  Accounts  in any manner and  through  any medium  Lender  considers
advisable, and Borrower shall render any necessary assistance.

          (f) Collections; Modification of Terms. Upon the occurrence and during
the continuance of an Event of Default,  Lender may demand, sue for, collect and
give receipts for any money,  instruments  or property  payable or receivable on
account of or in exchange for any of the Collateral,  or make any compromises it
deems necessary or proper,  including without  limitation  extending the time of
payment, permitting payment in installments, or otherwise modifying the terms or
rights relating to any of the Collateral,  all of which may be effected  without
notice to or consent by Borrower and without otherwise  discharging or affecting
the  Obligations,  the  Collateral or the security  interest  granted under this
Agreement or any of the Relevant Documents.

          (g) Notification of Account Debtors.  (i) Borrower,  at the request of
Lender,  shall notify the Account Debtors of Lender's  security  interest in its
Accounts;  and (ii) Lender may notify the Account Debtors on any of the Accounts
to make payment directly to Lender,  and Lender may endorse all items of payment
received by it that are payable to Borrower.

          (h) Notification as to Inventory.  Lender may notify the bailee of any
Inventory of Lender's security interest therein.

          (i) Endorsements. Lender may endorse Borrower's name on checks, notes,
acceptances,  drafts,  invoices,  bills of  lading  and any other  documents  or
instruments requiring Borrower's endorsement.

          (j)  Mails.  Upon  the  occurrence  and  continuance  of any  Event of
Default,  Lender may notify the postal authorities to deliver all mail, parcels,
and other material addressed to Borrower to Lender at such address as Lender may
direct, and Lender may open and deal with same as it deems necessary or proper.

          (k)  Insurance.  Lender may file proofs of loss and claim with respect
to any of the Collateral  with the appropriate  insurer,  and may endorse in its
own and Borrower's name any checks or drafts constituting insurance proceeds.

     9.2 Irrevocability; Lender's Discretion. Borrower covenants and agrees that
any action  described in Section 9.1 may be taken at Lender's  sole and absolute
discretion,  at any time and from time to time,  and whether prior or subsequent
to an Event of Default, and Borrower hereby ratifies and confirms all actions so
taken. Borrower further covenants and agrees that the powers of attorney granted
by Section 9.1 are coupled with an interest and shall be irrevocable  until full
and final  payment  and  performance  of the  Obligations;  that said powers are
granted solely for the protection of Lender's  interest and Lender shall have no
duty to exercise any thereof;  that the decision whether to exercise any of such
powers, and the manner of exercise,  shall be solely within Lender's discretion;
and that neither Lender nor any of its directors,  officers, employees or agents
shall be liable for any act of  omission  or  commission,  or for any mistake or
error of judgment, in connection with any such powers.

                                       28
<PAGE>

10.  EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an Event of Default:

     10.1 Failure to Pay.  Borrower  fails to pay (a) when due any  principal of
any Revolving Loan or (b) within three (3) days of when due, any interest on any
Revolving Loan or any other sum owing to Lender,  including  without  limitation
any of the Obligations,  other than the principal of any Revolving Loan, arising
under  this  Agreement  or any of the  Relevant  Documents  or under  any  other
agreement with Lender or an Affiliate of Lender;

     10.2  Failure to  Perform.  Borrower or any  Guarantor  fails to perform or
observe any covenant,  term or condition  under  Section 7 of this  Agreement or
Borrower or any Guarantor fails to perform or observe any other  covenant,  term
or  condition  of  this  Agreement  or the  Relevant  Documents  (other  than as
referenced in this Section 10) and such failure shall  continue for fifteen (15)
days after  notice  thereof to Borrower  from Lender,  provided  such failure is
curable and such covenant,  term or condition does not specify a notice and cure
period;

     10.3 Cross Default;  Default on Other Debt. Failure to pay any indebtedness
for borrowed money in an aggregant amount in excess of $20,000 of Borrower or of
any Guarantor to any third party (except as  contemplated  in the  Subordination
Agreement); or a default occurs under or in respect of indebtedness for borrowed
money in an  aggregant  amount  in  excess  of  $20,000  of  Borrower  or of any
Guarantor  to any third party that  entitles  such third  party to declare  such
indebtedness  or other  obligation due prior to its date of maturity  (except as
contemplated in the Subordination Agreement);

     10.4 False  Representation  or Warranty.  Any  representation,  warranty or
statement  contained in this Agreement,  in any of the Relevant  Documents or in
any other writing  delivered to Lender in connection with the  Collateral,  this
Agreement or any of the transactions  contemplated hereby or thereby,  proves to
have been incorrect in any material respect when made or deemed made;

     10.5 Cessation of Business. Borrower or any Guarantor ceases to do business
as a going concern;

     10.6 Change in Condition.  There occurs any Material  Adverse Effect which,
in the opinion of Lender, impairs Lender's security or increases its risks;

     10.7 Change of Control. At any time NQL Inc. does not own all of the equity
interest in Borrower.

     10.8 Change in Management. At any time John DeVito ceases to be involved in
the daily  management of Borrower and a replacement  reasonably  satisfactory to
Lender  is not  appointed  and  acting in the  capacity  of  president  or chief
operating officer of Borrower within sixty (60) days after John DeVito ceases to
be so involved.

     10.9 Insecurity.  At any time Lender reasonably  believes that the prospect
of payment or performance of any of the Obligations is impaired;

                                       29
<PAGE>

     10.10 Liquidation  or   Dissolution.  Borrower or any  Guarantor  takes any
action to authorize its liquidation or dissolution;

     10.11 Inability to Pay Debts.  Borrower or any Guarantor (a) becomes unable
or fails to pay its debts  generally  as they become due,  (b) admits in writing
its inability to pay its debts, or (c) proposes or makes a composition agreement
with  creditors,  a general  assignment for the benefit of creditors,  or a bulk
sale;

     10.12  Bankruptcy;  Insolvency.  Any proceeding is instituted by or against
Borrower or any Guarantor (a) seeking to adjudicate it bankrupt or insolvent, or
seeking  reorganization,  arrangement,  adjustment or  composition  of it or its
debts under any law relating to  bankruptcy,  insolvency  or  reorganization  or
relief of debtors, or (b) seeking  appointment of a receiver,  trustee, or other
similar official for it or for any substantial part of its property, or Borrower
takes any action to authorize or consent to any action described in this Section
10.12.

     10.13  Judgments.  One or more judgments or orders for the payment of money
exceeding  Twenty  Thousand  Dollars  ($20,000.00) in the aggregate are rendered
against  Borrower or any  Guarantor,  and, if  adequate  reserves  have not been
established   therefor  (as  determined  in  Lender's   discretion),   any  such
judgment(s) or order(s)  continues  unsatisfied and not effectively stayed for a
period of thirty (30) or more consecutive days;

     10.14 Attachment. Any part of the assets of Borrower or any Guarantor which
Lender deems material  becomes  subject to attachment,  execution,  levy or like
process which shall not have been effectively stayed;

     10.15 Condemnation.  Any governmental agency, or other entity with power to
do so, commences proceedings to condemn, seize or expropriate assets of Borrower
or any Guarantor  necessary  for the conduct of  Borrower's  or any  Guarantor's
business as conducted on the date of this Agreement, without material change, or
Borrower or any Guarantor abandons such assets or suspends operation thereof for
a period of thirty (30) or more consecutive days;

     10.16 Loss of Lien. Any security interest or lien granted by this Agreement
or the Relevant  Documents that has been perfected and thereafter ceases to be a
valid, binding, enforceable and perfected first priority security interest in or
lien on the Collateral.

     10.17 Environmental Laws.  Non-compliance by Borrower or any Guarantor with
any Environmental Laws, if such  non-compliance  results in or could result in a
Material Adverse Effect;

     10.18  Necessary  Licenses.  Non-compliance  with or loss or failure by the
Borrower or any Guarantor to obtain or maintain any necessary  license,  permit,
approval,  certification,  agreement or accreditation  issued by any licensor or
Governmental  Authority  material  to them or their  property  or  business,  or
authorization,  if such  non-compliance,  loss or  failure  results  in or could
result in a Material Adverse Effect;

     10.19 ERISA.  With  respect to any Plan,  there occurs or exists any of the
events or conditions described in the following clauses (a) through (h) and such
event or condition,  together with all like events or  conditions,  could in the
opinion of Lender subject  Borrower to

                                       30
<PAGE>

any tax, penalty or other liability that might, singly or in the aggregate, have
a Material Adverse Effect:  (a) a reportable event as defined in Section 4043 of
ERISA,  (b) a  prohibited  transaction  as defined  in  Section  406 of ERISA or
Section 4975 of the Code,  (c)  termination  of such Plan or filing of notice of
intention to terminate, (d) institution by the PBGC of proceedings to terminate,
or to  appoint a  trustee  to  administer,  such  Plan,  or  circumstances  that
constitute grounds for any such proceedings,  (e) complete or partial withdrawal
from a multiemployer Plan, or the reorganization, insolvency or termination of a
multiemployer  Plan, (f) an accumulated funding deficiency within the meaning of
ERISA,  (g) violation of the reporting,  disclosure or fiduciary  responsibility
requirements  of ERISA or the  Code,  or (h) any act or  condition  which  could
result in direct, indirect or contingent liability to any Plan or the PBGC; or

     10.20  Guaranty.  Any  guaranty  of  any of the  Obligations  ceases  to be
effective or any  Guarantor  denies  liability  thereunder or revokes his or its
guaranty, or there shall occur the death or incompetence of any Guarantor who is
a natural Person.

11.  REMEDIES

     11.1 Rights in General.  Automatically  upon the  occurrence of an Event of
Default  described  in  Section  10.12,  and at the  option of  Lender  upon the
occurrence  of any other Event of Default,  (a) all  provisions  for  additional
Revolving  Loans under this  Agreement  shall  terminate,  (b) the principal and
interest of the Revolving  Loans, all other amounts payable under this Agreement
and all other  Obligations  shall  become and be  immediately  due and  payable,
without  presentment,  demand,  protest,  or further  notice of any kind, all of
which are hereby expressly waived by Borrower,  and (c) Lender shall be entitled
to exercise  forthwith (to the extent and in such order as Lender may elect,  in
its sole and absolute discretion) any or all rights and remedies provided for in
this Agreement or any Relevant  Documents,  all rights and remedies of a secured
party under the UCC,  and all other rights and  remedies  that may  otherwise be
available to Lender by agreement or at law or in equity.

     11.2 Specific  Rights  Regarding  Collateral.  In addition to the rights as
stated  generally in Section 11.1,  Borrower agrees that, upon the occurrence of
an Event of Default,  Lender shall be entitled to the rights and  remedies,  and
Borrower shall have the obligations, set forth below:

          (a) Lender may enter upon the premises  where any of the Collateral is
located and take possession  thereof and, at Lender's option,  remove or sell in
place any or all thereof.

          (b) Upon notice from Lender,  Borrower  shall  promptly at its expense
assemble  any or all of the  Collateral  and make it  available  at a reasonably
convenient place designated by Lender.

          (c) Lender  may,  with or without  judicial  process,  sell,  lease or
otherwise  dispose of any or all of the  Collateral at public or private sale or
proceedings,  by one or more contracts,  in one or more parcels,  at the same or
different  times and places,  with or without having the Collateral at the place
of sale or other disposition, to such persons or entities, for cash or credit or
for future  delivery and upon such other terms,  as Lender may in its discretion
deem

                                       31
<PAGE>

best in each such matter.  The  purchaser of any of the  Collateral  at any
such sale shall hold the same free of any equity of redemption or other right or
claim of Borrower, all of which - together with all rights of stay, exemption or
appraisal  under any statute or other law now or  hereafter in effect - Borrower
hereby  unconditionally  waives and releases to the fullest extent  permitted by
law. If any of the Collateral is sold on credit or for future  delivery,  Lender
shall not be liable for the failure of the purchaser to pay for same and, in the
event of such failure, Lender may resell such Collateral.

          (d) Borrower  hereby  further agrees that notice of the time and place
of any  public  sale,  or of the time  after  which  any  private  sale or other
intended  disposition or action  relating to any of the Collateral is to be made
or taken,  shall be deemed  commercially  reasonable  notice thereof,  and shall
satisfy the requirements of any applicable  statute or other law, if such notice
(i) is delivered  not less than five (5) Business  Days prior to the date of the
sale, disposition or other action to which the notice relates, or (ii) is mailed
(by ordinary first class mail,  postage prepaid) not less than ten (10) Business
Days prior  thereto.  Lender  shall not be  obligated  to make any sale or other
disposition or take other action pursuant to such notice and may,  without other
notice or  publication,  adjourn or postpone any public or private sale or other
disposition or action by  announcement  at the time and place  previously  fixed
therefor,  and such sale,  disposition or action may be held or  accomplished at
any times or places to which the same may be so adjourned or postponed.

          (e) Lender may  purchase  any or all of the  Collateral  at any public
sale and may purchase at private sale any of the Collateral  that is of the type
customarily  sold in a  recognized  market or the subject of widely  distributed
price quotations or as may be further  permitted by law. Lender may make payment
of the purchase price for any Collateral by credit against the then  outstanding
amount of the Obligations.

          (f) Lender may at its  discretion  retain any or all of the Collateral
and apply the same in satisfaction of part or all of the Obligations.

          (g)  Any  cash  proceeds  of  sale,  lease  or  other  disposition  of
Collateral shall be applied as follows:

          First:    To the  expenses  of  collecting,  enforcing,  safeguarding,
                    holding and disposing of  Collateral,  and to other expenses
                    of  Lender  in  connection  with  the  enforcement  of  this
                    Agreement, any of the other Relevant Documents, or any other
                    agreement  relating  to any of  the  Obligations  (including
                    without  limitation  court costs and the reasonable fees and
                    expenses of attorneys, accountants and appraisers), together
                    with interest at the Default Rate from the respective  dates
                    such sums are expended;

          Second:   Any surplus  then  remaining  to the payment of interest and
                    principal of the  Revolving  Loans and other sums payable as
                    part of the Obligations, in such order as Lender elects; and

          Third:    Any  surplus  then  remaining  to Borrower or whoever may be
                    lawfully entitled thereto.

                                       32
<PAGE>

     11.3 Set-Off. Borrower further agrees that:

          (a) Upon the  occurrence  of an Event of  Default,  Lender  is  hereby
authorized  at any time and from time to time,  without  notice to Borrower (any
such notice being expressly waived by Borrower),  to set off and apply (or cause
any  Affiliate of Lender to set off and apply) any and all  deposits  (including
general or special, time or demand,  provisional or final but excluding Keogh or
other trust accounts) at any time held and other  indebtedness at any time owing
by Lender or such  Affiliate  to or for the credit or the  account of  Borrower,
against any or all of the  Obligations  of Borrower  now or  hereafter  existing
under this Agreement  irrespective  of whether or not Lender shall have made any
demand and although such Obligations may be unmatured.

          (b) Any  such  set-off  shall  be  deemed  to have  occurred  upon the
occurrence  of such  Event of  Default,  notwithstanding  that the book  entries
relating to same may be made at a later date.

     11.4  Cumulative  Remedies;  No Waiver by Lender.  No remedy referred to in
this Agreement (including the right of set-off) is intended to be exclusive, but
each shall be cumulative and in addition to any other remedy referred to in this
Agreement or otherwise  available to Lender by agreement or at law or in equity,
and  Lender  may   exercise  its  remedies   concurrently,   independently,   or
successively.  No express or implied waiver by Lender of any Default or Event of
Default  shall in any way be, or be  construed  to be, a waiver of any future or
subsequent  Default  or Event of  Default.  The  failure  or delay of  Lender in
exercising  any rights  granted it hereunder  upon any  occurrence of any of the
contingencies  set forth herein shall not  constitute a waiver of any such right
upon  the  continuation  or  recurrence  of  any  such  contingency  or  similar
contingencies,  and any single or partial  exercise of any  particular  right by
Lender shall not exhaust the same or constitute a waiver of any other right.

     11.5 Waivers and Agreements  Relating to Remedies.  In connection  with any
action or  proceeding  arising out of or relating in any way to this  Agreement,
any of the Revolving Loans, any of the Relevant  Documents,  any other agreement
relating  to any of the  Obligations,  any  of  the  Collateral,  or any  act or
omission relating to any of the foregoing:

          (a) Borrower  waives  personal  service of any  summons,  complaint or
other process in connection  with any such action or proceeding  and agrees that
service  thereof may be made, as Lender may elect, by certified mail directed to
Borrower at the location  provided for notices to Borrower  under this Agreement
or, in the alternative, in any other form or manner permitted by law;

          (b)  Borrower  agrees  that all of the  Collateral  constitutes  equal
security for all of the Obligations, and agrees that Lender shall be entitled to
sell,  retain or otherwise deal with any or all of the Collateral,  in any order
or simultaneously as Lender shall determine in its sole and absolute discretion,
free of any requirement for the marshaling of assets or other  restriction  upon
Lender in dealing with the Collateral; and

                                       33
<PAGE>

          (c) Borrower agrees that Lender may proceed  directly against Borrower
for collection of any or all of the Obligations without first selling, retaining
or otherwise dealing with any of the Collateral.

12.  ADDITIONAL WAIVERS AND CONSENTS OF BORROWER

     12.1 Waivers. Borrower waives demand,  presentment,  notice of dishonor and
protest of any instruments either of Borrower or others which may be included in
the Collateral.

     12.2 Consents. Borrower consents to (a) any extension, postponement of time
of payment or other  indulgence,  (b) any  substitution,  exchange or release of
Collateral, (c) any addition to, or release of, any party or person primarily or
secondarily  liable,  and (d) any acceptance of partial payments on any Accounts
or instruments and the settlement, compromising or adjustment thereof.

     12.3 Applications of Payments.  Borrower consents and agrees that,  whether
or not an Event of Default  shall have  occurred,  Lender  shall be  entitled to
apply the  proceeds of any payment  made to Lender by or on behalf of  Borrower,
including,  without  limitation,  any and all  proceeds  arising from any of the
Collateral  securing the  obligations  of Borrower to Lender,  in the manner and
against the  obligation  or  obligations  as determined in the sole and absolute
discretion of Lender.

13.  TERMINATION OF AGREEMENT

     13.1 Termination by Lender.  Upon the Termination  Date, (a) all provisions
for additional  Revolving  Loans under this Agreement shall  terminate,  (b) the
principal and interest of the Revolving Loans, and all other Obligations,  shall
become and be immediately due and payable, without presentment, demand, protest,
or  further  notice of any kind,  all of which are  hereby  expressly  waived by
Borrower,  and (c) Lender shall be entitled to exercise forthwith (to the extent
and in such order as Lender may elect, in its sole and absolute  discretion) any
or all of the rights and remedies  referred to in Section 11 for the  collection
of such amounts.

13.2 Termination by Borrower.

     Borrower may terminate  this Agreement as of any date that is not less than
sixty (60) days, and not more than one hundred twenty (120) days, after Borrower
gives written notice of its intent to terminate this Agreement, provided that on
such  Termination  Date the principal  and interest of the Loans,  and all other
Obligations,  have been paid in full together  with a  termination  fee of three
(3%) (calculated on the total amount of the Revolving Loan facility)  percent if
Borrower  terminates  this Agreement prior to the date that is one (1) year from
the date hereof.

     13.3  Effect  on  Revolving  Loan  Limit.  Upon the  giving  of  notice  of
termination  pursuant to Section 13.2, the Revolving Loan Limit thereafter shall
not exceed the principal

                                       34
<PAGE>

balance of the Revolving  Loans then  outstanding.  All other  requirements  for
Revolving Loans shall remain unchanged.

     13.4 Mutual  Release.  Upon full and final payment and  performance  of the
Obligations,  Borrower and Lender shall thereupon  automatically  each be fully,
finally and forever released and discharged from any and all claims, liabilities
and obligations (except as they may relate to any  indemnifications  provided by
Borrower to Lender  hereunder and any other  Obligations,  duties or liabilities
that  expressly  survive  the  termination  of this  Agreement  or any  Relevant
Documents,  all of which  are  expressly  intended  to  survive  payment  of the
Obligations and the termination  hereof whether in contract or tort, arising out
of or relating in any way to this Agreement,  any of the Revolving Loans, or any
act or omission  relating to any of the foregoing or to any of the Collateral or
Relevant Documents).

14.  COSTS, EXPENSES AND TAXES

     14.1 Obligation of Borrower for Costs,  Expenses and Taxes. Borrower agrees
to pay on demand:

          (a) all costs and  expenses  (whether  paid or  payable  by Lender) in
connection with the preparation,  execution, delivery and administration of this
Agreement,  the Relevant  Documents,  and the other documents to be delivered in
connection  with  this  Agreement,  or any  amendments  to any of the  foregoing
(including,  without limitation,  the reasonable fees and out-of-pocket expenses
of  counsel  for  Lender  and  the  cost  of  appraisals  and   reappraisals  of
Collateral);

          (b) all losses, costs and expenses (whether paid or payable by Lender)
incurred by Lender in connection with the enforcement of this Agreement,  any of
the  Relevant  Documents,  or  any  other  agreement  relating  to  any  of  the
Obligations,  or in the  preservation of any rights of Lender under any thereof,
or in connection with legal advice relating to the rights or responsibilities of
Lender  under any  thereof  (including  without  limitation  court costs and the
reasonable fees and expenses of attorneys,  accountants and appraisers), and any
expenditure made by Lender in accordance with Section 9.1(c) or (d); and

          (c) any and all stamp and other  taxes  payable  or  determined  to be
payable in connection  with the execution and delivery of this  Agreement or any
of the  Relevant  Documents,  and all  liabilities  to which  Lender  may become
subject as the result of delay in paying or omission to pay such taxes.

     14.2  Reimbursements  Charged to Revolving Loan. With respect to any amount
advanced by Lender and  required to be  reimbursed  by Borrower  pursuant to the
foregoing  provisions  of this  Section 14, it is hereby  agreed that Lender may
charge  any  such  amount  to  Borrower's  Revolving  Loan  on  the  dates  such
reimbursement  is made.  Borrower's  obligations  under  this  Section  14 shall
survive termination of the other provisions of this Agreement.

                                       35
<PAGE>

15.  INDEMNIFICATION BY BORROWER/WAIVER OF CLAIMS

     15.1  Indemnification.  Borrower hereby  covenants and agrees to indemnify,
defend and hold harmless Lender and its officers, partners, employees and agents
(collectively,  the "Indemnified  Parties") from and against any and all claims,
damages,  liabilities,  costs  and  expenses  (including  with  limitation,  the
reasonable fees and out-of-pocket  expenses of counsel) which may be incurred by
or asserted  against Lender or any such other individual or entity in connection
with  (except  to the  extent  arising  out of the gross  negligence  or willful
misconduct of any such Indemnified Party):

          (a) any  investigation,  action or proceeding arising out of or in any
way relating to this Agreement,  any of the Revolving Loans, any of the Relevant
Documents,  any other agreement  relating to any of the Obligations,  any of the
Collateral, or any act or omission relating to any of the foregoing; or

          (b)  any  taxes,  liabilities,  claims  or  damages  relating  to  the
Collateral or Lender's liens thereon; or

          (c) the  correctness,  validity or genuineness  of any  instruments or
documents  that may be released or endorsed to Borrower by Lender  (which  shall
automatically be deemed to be without  recourse to Lender in any event),  or the
existence,  character,  quantity,  quality,  condition, value or delivery of any
goods purporting to be represented by any such documents; or

          (d) any broker's commission,  finder's fee or similar charge or fee in
connection  with the Revolving Loans and the  transactions  contemplated in this
Agreement,  provided, however, it is understood that Lender has incurred no such
fee or charge with respect to this transaction.

     15.2 Savings Clause for Indemnification. To the extent that the undertaking
to  indemnify,  pay and  hold  harmless  set  forth  in this  Section  15 may be
unenforceable  because it is  violative  of any law or public  policy,  Borrower
shall  contribute  the maximum  portion which it is permitted to pay and satisfy
under  applicable law to the payment and satisfaction of all matters referred to
under this Section 15.

     15.3 Waiver.  To the extent  permitted by  applicable  law, no claim may be
made by Borrower or any other person  against  Lender or any of its  affiliates,
partners, officers, employees, agents, attorneys or consultants for any special,
indirect,  consequential  or punitive damages in respect of any claim for breach
of contract,  tort or any other theory of liability arising out of or related to
the  transactions  contemplated by this Agreement or any act,  omission or event
occurring in connection  therewith;  and Borrower  hereby  waives,  releases and
agrees not to sue upon any claim for any such  damages,  whether or not  accrued
and whether or not known or suspected to exist in its favor.  Neither Lender nor
any of its affiliates,  partners,  officers, employees or agents shall be liable
for any action taken or omitted to be taken by it or them under or in connection
with this Agreement or the transactions  contemplated hereby,  except for its or
their own gross negligence or willful misconduct.

                                       36
<PAGE>

16.  MISCELLANEOUS

     16.1  Entire  Agreement;   Amendments;  Lender's  Consent.  This  Agreement
(including  the Exhibits  and  Schedules  thereto)  and the  Relevant  Documents
supersede,  with respect to their subject matter, all prior and  contemporaneous
agreements,  understandings,  inducements  or conditions  between the respective
parties,  whether express or implied, oral or written. No amendment or waiver of
any provision of this Agreement or any of the Relevant Documents, nor consent to
any departure by Borrower therefrom,  shall in any event be effective unless the
same shall be in writing  and signed by Lender,  and then such waiver or consent
shall be effective  only in the specific  instance and for the specific  purpose
for which given.

     16.2  Notices.  All  notices  and  other  communications  relating  to this
Agreement  (or to any of the  Relevant  Documents,  unless  otherwise  specified
therein)  shall  be in  writing,  and  addressed  as  follows  and  sent by hand
delivery,  recognized  overnight courier service or telecopier with confirmation
of delivery:

                  If to Lender:         Keltic Financial Partners, LP
                                        555 Theodore Fremd Avenue, Suite C-301
                                        Rye, New York  10580
                                        Attn:  John P. Reilly, Managing Director
                                        Facsimile:  (914) 921-1154

                  With a copy to:       Pitney, Hardin, Kipp & Szuch LLP
                                        200 Campus Drive
                                        Florham Park, NJ 07932
                                        Attn:  Peter A. Forgosh, Esq.
                                        Facsimile:  (973) 966-1550

                  If to Borrower:       Delta Computec Inc.
                                        900 Huyler Street
                                        Teterboro, New Jersey 07608
                                        Attention:  John DeVito, President
                                        Facsimile No. ______

                  With a copy to:       Morrison and Foerster
                                        19900 MacArthur Blvd.
                                        Irvine, California 92657
                                        Attention:  Richard Babcock, Esq.
                                        Facsimile No. 949-251-0900

or to such other address as the  respective  party or its  successors or assigns
may subsequently  designate by proper notice. All notices shall be effective one
(1) Business Day after deposit with a courier or when received, if earlier.

The failure to transmit a copy of the notice to the foregoing  counsel shall not
constitute defective notice to the Borrower or Lender.

                                       37
<PAGE>

     16.3 Gender.  Throughout  this  Agreement,  the masculine shall include the
feminine  and vice  versa and the  singular  shall  include  the plural and vice
versa, unless the context of this Agreement indicates otherwise.

     16.4 Participation;  Assignment.  Lender shall have the right,  without the
necessity of any further  consent or  authorization  by the  Borrower,  to sell,
assign,  securitize or grant  participations  in all, or a portion of,  Lender's
interest in the Revolving Loans, to other financial institutions of the Lender's
choice and on such  terms as are  acceptable  to Lender in its sole  discretion.
Lender shall request that each prospective participant or purchaser maintain the
information  and  documentation  submitted  to  such  Person  in  confidence  in
accordance with their customary practices.

     16.5 Cross Default;  Cross Collateral.  Borrower hereby agrees that (a) all
other agreements  between Borrower and Lender or any of Lender's  Affiliates are
hereby  amended so that a default  under this  Agreement is a default  under all
such other  agreements and a default under any one of the other  agreements is a
default  under this  Agreement,  and (b) the  Collateral  under  this  Agreement
secures the Obligations now or hereafter  outstanding under all other agreements
between  Borrower and Lender or any of Lender's  Affiliates  and the  collateral
pledged under any other  agreement with Lender or any of its Affiliates  secures
the Obligations under this Agreement.

     16.6 Binding  Effect;  Governing Law. This Agreement  shall be binding upon
and inure to the benefit of Borrower and Lender and their respective  successors
and assigns,  except that Borrower shall not have the right to assign its rights
or  obligations  hereunder  or any  interest  herein  without the prior  written
consent  of  Lender.  This  Agreement,  the  Relevant  Documents  and the  other
documents  delivered in connection with this Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

     16.7  Execution  in  Counterparts.  This  Agreement  may be executed in any
number of counterparts,  each of which when so executed shall be deemed to be an
original and all of which taken together  shall  constitute but one and the same
agreement.

     16.8 Severability of Provisions.  Any provision of this Agreement or any of
the Relevant  Documents 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  of this
Agreement or the Relevant  Documents or affecting the validity or enforceability
of such provision in any other jurisdiction.

     16.9  Table of  Contents;  Headings.  The table of  contents  and  headings
preceding the text of this  Agreement  are inserted  solely for  convenience  of
reference  and shall  not  constitute  a part of this  Agreement  or affect  its
meaning, construction or effect.

     16.10  Exhibits and  Schedules.  All of the Exhibits and  Schedules to this
Agreement are hereby incorporated by reference herein and made a part hereof.

     16.11 Further Assurances.  The Borrower shall execute and deliver from time
to time, such additional instruments, certificates and documents, and shall take
all  actions,  as the  Lender  shall  reasonably  request  for  the  purpose  of
implementing or effectuating  the provisions of this

                                       38
<PAGE>

Agreement,  or any Relevant Document, and upon the exercise by the Lender of any
power,  right,  privilege or remedy  pursuant to this  Agreement or any Relevant
Document, which require any consent,  approval,  registration,  qualification or
authorization   of  any   Governmental   Authority,   execute  and  deliver  all
applications,  certifications,  instruments  and other documents and papers that
the Lender that may be so required to obtain.

17.  FURTHER ACKNOWLEDGMENTS AND AGREEMENTS OF BORROWER AND LENDER

     17.1 General Acknowledgments.

          (a)  Borrower  and  Lender  acknowledge  and agree  that they (i) have
independently  reviewed and approved each and every provision of this Agreement,
including  the  Exhibits  and  Schedules  attached  hereto and any and all other
documents and items as they or their counsel have deemed  appropriate,  and (ii)
have  entered  into this  Agreement  and have  executed  the  closing  documents
voluntarily, without duress or coercion, and have done all of the above with the
advice of their legal counsel.

          (b)  Borrower  and Lender  acknowledge  and agree that,  to the extent
deemed  necessary  by them  or  their  counsel,  they  and  their  counsel  have
independently  reviewed,  investigated and/or have full knowledge of all aspects
of the  transaction  and the  basis  for the  transaction  contemplated  by this
Agreement  and/or have chosen not to so review and  investigate  (in which case,
Borrower  acknowledges  and agrees that it has  knowingly and upon the advice of
counsel  waived  any  claim or  defense  based on any fact or any  aspect of the
transaction  that any  investigation  would have disclosed),  including  without
limitation:

               (i)  the risks and  benefits  of the  various  waivers  of rights
                    contained in this  Agreement,  including but not limited to,
                    the waiver of the right to a jury trial; and

               (ii) the adequacy of the  consideration  being  transferred under
                    this Agreement,  including the adequacy of the consideration
                    for the mutual release as set forth in Section 13.4.

          (c)  Borrower  has made its own  investigation  or elected not to make
such  investigation  as to all matters it deems material to this transaction and
has not relied on any statement of fact or opinion, disclosure or non-disclosure
of  Lender,  and has not been  induced  by  Lender  in any way,  except  for the
consideration  recited herein, in entering into this Agreement and executing the
closing documents  contemplated hereby, and further acknowledges that Lender has
not made any warranties or  representations  of any kind in connection with this
transaction except as specifically set forth herein or in the documents executed
in  conjunction  with this  Agreement,  and  Borrower is not relying on any such
representations or warranties.

          (d)   Borrower   acknowledges   and   agrees   that,   after   careful
consideration, it does not deem any matter not reviewed or investigated by it to
be material to this Agreement and the transactions contemplated hereby.

                                       39
<PAGE>

     17.2 WAIVER OF JURY TRIAL.

     BORROWER  AND  LENDER  ACKNOWLEDGE  AND  AGREE  THAT ANY  SUIT,  ACTION  OR
PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM,  BROUGHT OR INSTITUTED BY BORROWER OR
LENDER  ON OR WITH  RESPECT  TO ANY  REVOLVING  LOANS,  THE  OBLIGATIONS  OR THE
RELEVANT DOCUMENTS OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO
SHALL BE TRIED  ONLY BY A COURT AND NOT BY A JURY AND EACH PARTY  HEREBY  WAIVES
THE RIGHT TO TRIAL BY JURY.  BORROWER  AND LENDER  AGREE THAT THIS  SECTION IS A
MATERIAL  AND  SPECIFIC  ASPECT OF THIS  AGREEMENT  AND LENDER  WOULD NOT EXTEND
CREDIT IF THE WAIVER SET FORTH IN THIS SECTION WAS NOT PART OF THIS AGREEMENT.

     17.3 Consent to Jurisdiction; Service of Process.

          (a)  Borrower  and  Lender  consent to the  jurisdiction  of the State
Supreme  Court in the  County  of  Westchester,  New  York,  and of the  Federal
District  Courts in the  Southern  District of New York;  irrevocably  waive any
objection  they may now or  hereafter  have to the  laying of venue of any suit,
action or  proceeding  enumerated  in Section 17.2 in such  courts;  and further
irrevocably waive any right and agree not to claim or object that any such suit,
action  or  proceeding  brought  in  any  such  court  has  been  brought  in an
inconvenient forum

          (b) Borrower  waives  personal  service of any  summons,  complaint or
other process in connection  with any such action or proceeding  and agrees that
service  thereof may be made as Lender may elect,  by certified mail directed to
Borrower at the location  provided for notices to Borrower  under this Agreement
or, in the alternative, in any other form or manner permitted by law.

     17.4  ACKNOWLEDGMENT OF WAIVERS.  THIS AGREEMENT PROVIDES FOR THE WAIVER OF
CERTAIN  RIGHTS AND REMEDIES.  BORROWER  ACKNOWLEDGES  THAT IT IS REPRESENTED BY
COUNSEL  (OR HAS HAD THE  OPPORTUNITY  TO CONSULT  WITH  COUNSEL)  AND THAT SUCH
COUNSEL HAS REVIEWED AND EXPLAINED THE MEANING OF THESE WAIVERS TO BORROWER.

                            [Signature Page Follows]

                                       40
<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned  have set their  hands and seals or
caused  these  presents to be executed by their  proper  corporate  officers and
sealed with their seal the day and year first above written.

                                    DELTA COMPUTEC INC.



                                    By: /s/ John DeVito
                                        ----------------------------------------
                                    Name:  John DeVito
                                    Title:    President
Attest:


By: /s/ Mary Metrick
    ------------------------
Name:  Mary Metrick
Title:  Assistant Secretary

                                    KELTIC FINANCIAL PARTNERS, LP
                                    By:     Keltic Financial Services LLC,
                                            General Partner

                                            By: /s/ John P. Reilly
                                                --------------------------------
                                            Name:  John P. Reilly
                                            Title: Managing Director

                                       41
<PAGE>

                                    EXHIBIT A

                           BORROWING BASE CERTIFICATE


                                       42
<PAGE>

                                    EXHIBIT B

                               NOTICE OF BORROWING


To:      Keltic Financial Partners, LP
         555 Theodore Fremd Avenue, Suite C-301
         Rye, New York 10580
         Attention:  John P. Reilly

Date:

Pursuant to that  certain  Loan and Security  Agreement  dated May __, 2001,  as
amended  and as  the  same  may be  further  amended  from  time  to  time  (the
"Agreement"),  we hereby  give you this  Notice of  Borrowing  with  respect  to
Revolving  Loans  outstanding  or to be made  to the  Borrower  pursuant  to the
Agreement:

         (i)      Requested Amount:       $___________
         (ii)     Requested Date of Funding: ___________
         (iii)    Purpose of Borrowing: _______________________




                                    [---------------------------------]



                                    By:
                                        ----------------------------------------
                                    Name:
                                    Title:


                                       43
<PAGE>

                                    EXHIBIT C

                                 REVOLVING NOTE


                                       44
<PAGE>

                                   SCHEDULE 1
                       DESCRIPTION OF BORROWER COLLATERAL

          "Collateral" shall mean all of the following:

     (a) "Account" -- all items described in the UCC definition  thereof and all
of the following, whether or not so described (in all cases whether now existing
or hereafter  created):  all obligations of any kind at any time due or owing to
Borrower   and  all  rights  of  Borrower  to  receive   payment  or  any  other
consideration (whether classified under the UCC or the law of any other state as
accounts,   accounts  receivable,   contract  rights,   chattel  paper,  General
Intangibles,  or otherwise)  including  without  limitation  invoices,  contract
rights,  accounts  receivable,  general  intangibles,  choses-in-action,  notes,
drafts,   acceptances,   instruments  and  all  other  debts,   obligations  and
liabilities  in  whatever  form  owing  to  Borrower  from  any  person,   firm,
corporation,  governmental authority or other entity, together with all security
for any thereof,  and all of Borrower's rights to goods sold (whether delivered,
undelivered,  in transit or returns),  represented by any thereof, together with
all proceeds and products of any of the foregoing.

     (b)  "Equipment" -- all items  described in the UCC definition  thereof and
all of the  following,  whether or not so  described  (in all cases  whether now
owned or hereafter  acquired by Borrower and wherever  located):  all equipment,
machinery,  furniture,  fixtures, motor vehicles, parts, supplies and tools, and
all other tangible  personal  property similar to any of the foregoing,  and all
repairs,  modifications,  alterations,  replacements,  additions,  controls  and
operating accessories therefor and proceeds and products thereof.

     (c) "General  Intangibles"  -- all items  described  in the UCC  definition
thereof and all of the following whether or not so described,  owned by Borrower
or in which Borrower has any right,  title or interest,  whether now owned or in
existence or hereafter created or acquired,  and including,  without limitation,
all of the following, whether or not so described: any chose in action, cause of
action, business records,  deposit account, letter of credit rights,  invention,
design, patent, patent application,  trademark,  trademark application,  service
mark,  service  mark  application,  trade name,  trade name  application,  trade
secret,  goodwill,  copyright,  copyright  application,  registration,  license,
franchise,  customer  list,  tax refund claim,  computer  program,  claims under
guaranties,   security  interests,   rights  to  indemnification  or  any  other
intangible property of any kind or nature (other than an Account).

     (d)  "Inventory" -- all items  described in the UCC definition  thereof and
all of the  following,  whether or not so  described  (in all cases  whether now
owned or  hereafter  acquired  by Borrower  and  wherever  located):  all goods,
merchandise or other personal property held for sale or lease or to be furnished
under labels and other devices,  names or marks affixed  thereto for purposes of
selling or identifying the same or the seller or manufacturer  thereof,  and all
right,  title and interest of Borrower  therein and thereto;  all raw materials,
work or  goods  in  process;  and all  materials  and  supplies  of any  kind or
description  used or  usable  in  connection  with the  manufacture,  packaging,
shipping,  advertisement,  sale or finishing of any of the  foregoing,  together
with all proceeds and products of any of the foregoing.

                                       45
<PAGE>

          (e)  Merchandise,  which  shall  include  all  goods and  returned  or
repossessed Inventory, whether now owned or hereafter acquired.

          (f) Any claims of Borrower  against  third  parties for loss or damage
to, or destruction of, any and all of the foregoing,  all  guarantees,  security
and liens  for  payment  of any  Accounts  and  documents  of  title,  policies,
certificates of insurance,  insurance proceeds,  securities,  chattel paper, and
Relevant  Documents and instruments  evidencing or pertaining  thereto,  and all
files,  correspondence,   computer  programs,  tapes,  discs  and  related  data
processing software owned by Borrower or in which Borrower has an interest which
contain  information  identifying any one or more of the items in (a), (b), (c),
(d) and (e) above,  this  subsection  (f),  or (g) or (h) below,  or any Account
Debtors,  showing  the  amounts  owed by each,  payments  thereon  or  otherwise
necessary or helpful in the realization thereon or the collection thereof.

          (g) Any and all monies,  securities,  drafts, notes, contracts leases,
licenses,  General  Intangibles,  and  other  property  of  Borrower,  including
customer  lists and all proceeds and products  thereof,  and all other assets of
Borrower,  now or hereafter  held or received by or in transit to Lender from or
for Borrower, or which may now or hereafter be in the possession of Lender or as
to which Lender may now or hereafter control  possession,  by documents of title
or otherwise, whether for safekeeping, custody, pledge, transmission, collection
or otherwise,  and any and all  deposits,  general or special,  balances,  sums,
proceeds and credits of Borrower, and all rights and remedies which the Borrower
might  exercise with respect to any of the  foregoing,  but for the execution of
this Agreement in favor of Lender.

          (h) All Borrower's right, title and interest  throughout the world, in
and to the trade secrets' rights in the information  regarding computer software
programs  developed by or for the Borrower,  including without  limitation,  the
right to prevent all  persons,  including  Borrower,  from using the programs or
from  using  and   transferring  the  information   contained   therein  without
authorization.

          (i) All proceeds,  including insurance  proceeds,  and products of the
Collateral.

                                       46
<PAGE>

                      SCHEDULE 5.5 -- FINANCIAL STATEMENTS


<PAGE>


                   SCHEDULE 5.19 -- ENVIRONMENTAL DISCLOSURES

                                      None

</TEXT>
</DOCUMENT>
