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Sample Business Contracts

Loan Agreement - Silicon Valley Bank, Bank of Hawaii and Centigram Communications Corp.

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                                  CENTIGRAM 
                               COMMUNICATIONS 
                                 CORPORATION


                           AMENDED AND RESTATED 
                             LOAN AGREEMENT
                               (UNSECURED)


        TABLE OF CONTENTS
        Page

1.      DEFINITIONS AND CONSTRUCTION                                      1
        1.1     Definitions                                               1
        1.2     Accounting Terms                                          8

2.      LOAN AND TERMS OF PAYMENT                                         8
        2.1     Advances                                                  8
        2.2     Overadvances                                             12
        2.3     Interest Rates, Payments, and Calculations               12
        2.4     Crediting Payments                                       13
        2.5     Fees                                                     13
        2.6     Additional Costs                                         13
        2.7     Conversion/Continuation of Advances                      14
        2.8     Additional Requirements/Provisions Regarding LIBOR 
                Rate Advances.                                           15
        2.9     Term                                                     16

3.      CONDITIONS OF LOANS                                              17
        3.1     Conditions Precedent to Initial Advance                  17
        3.2     Conditions Precedent to all Advances                     17

4.      REPRESENTATIONS AND WARRANTIES                                   17
        4.1     Due Organization and Qualification                       17
        4.2     Due Authorization; No Conflict                           17
        4.3     No Prior Encumbrances                                    18
        4.4     Name; Location of Chief Executive Office                 18
        4.5     Litigation                                               18
        4.6     No Material Adverse Change in Financial Statements       18
        4.7     Solvency                                                 18
        4.8     Regulatory Compliance                                    18
        4.9     Environmental Condition                                  18
        4.10    Taxes                                                    19
        4.11    Subsidiaries                                             19
        4.12    Government Consents                                      19
        4.13    Full Disclosure                                          19

5.      AFFIRMATIVE COVENANTS                                            19
        5.1     Good Standing                                            19
        5.2     Government Compliance                                    19
        5.3     Financial Statements, Reports, Certificates              19
        5.4     Inventory; Returns                                       20
        5.5     Taxes                                                    20
        5.6     Insurance                                                20
        5.7     Principal Depository                                     20
        5.8     Quick Ratio                                              20
        5.9     Debt-Tangible Net Worth Ratio                            20
        5.10    Tangible Net Worth                                       20
        5.11    Out-of-Debt                                              20
        5.12    Further Assurances                                       21

6.      NEGATIVE COVENANTS                                               21
        6.1     Dispositions                                             21
        6.2     Change in Business                                       21
        6.3     Mergers or Acquisitions                                  21
        6.4     Indebtedness                                             21
        6.5     Encumbrances                                             21
        6.6     Distributions                                            21
        6.7     Investments                                              22
        6.8     Transactions with Affiliates                             22
        6.9     Subordinated Debt                                        22
        6.10    Compliance                                               22

7.      EVENTS OF DEFAULT                                                22
        7.1     Payment Default                                          22
        7.2     Covenant Default                                         22
        7.3     Material Adverse Change                                  23
        7.4     Attachment                                               23
        7.5     Insolvency                                               23
        7.6     Other Agreements                                         23
        7.7     Subordinated Debt                                        23
        7.8     Judgments                                                23
        7.9     Misrepresentations                                       23

8.      BANK'S RIGHTS AND REMEDIES                                       23
        8.1     Rights and Remedies                                      23
        8.2     Bank Expenses                                            24
        8.3     Remedies Cumulative                                      24
        8.4     Demand; Protest                                          24

9.      NOTICES                                                          24

10.     CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER                       25

11.     INTERCREDITOR PROVISIONS                                         25
        11.1    Proportionate Interests                                  25
        11.2    Designation of Service Agent                             26
        11.3    No Agency                                                26
        11.4    No Reliance                                              26

12.     GENERAL PROVISIONS                                               26
        12.1    Successors and Assigns                                   26
        12.2    Indemnification                                          26
        12.3    Time of Essence                                          26
        12.4    Severability of Provisions                               26
        12.5    Amendments in Writing, Integration                       26
        12.6    Effect of Amendment and Restatement                      27
        12.7    Counterparts                                             27
        12.8    Survival                                                 27
        12.9    Confidentiality                                          27


        This AMENDED AND RESTATED LOAN AGREEMENT is entered into as of 
April 30, 1997 by and among SILICON VALLEY BANK ("SVB") as Servicing 
Agent and a Bank and BANK OF HAWAII ("BofH;" SVB and BofH are referred 
to individually herein as a "Bank," and collectively as the "Banks") and 
CENTIGRAM COMMUNICATIONS CORPORATION, a Delaware corporation 
("Borrower").  SVB will act as Agent for the Banks pursuant to the terms 
of the Master Agreement between SVB and BofH dated as of August 30, 
1996.

        RECITALS

        A.      Borrower and Bank are parties to that certain Credit 
Agreement dated as of March 28, 1994 (the "Credit Agreement"), that 
certain Foreign Exchange Letter Agreement dated as of April 1, 1994 (the 
"F/X Letter") and a Note dated March 28, 1994 by Borrower to Bank (the 
"Note") (the Credit Agreement, the F/X Letter and the Note, each as 
amended by Loan Modification Agreements dated March 1, 1995, April 21, 
1995, September 12, 1995, February 16, 1996, and May 1, 1996, 
respectively and as may have been further amended, the "Original Loan 
Documents").

        B.      Borrower and Bank wish to amend and restate the terms of the 
Original Loan Documents as stated herein.  This Agreement sets forth the 
terms on which Bank will loan money to Borrower and Borrower will repay 
the amounts owing to Bank.


        AGREEMENT

        The parties agree as follows:


        1.      DEFINITIONS AND CONSTRUCTION1.  DEFINITIONS AND 
CONSTRUCTION

                1.1     Definitions1.1  Definitions.  As used in this 
Agreement, the following terms shall have the following definitions:

                        "Advance" or "Advances" means a cash advance or cash 
advances under the Revolving Facility.

                        "Affiliate" means, with respect to any Person, any 
Person that owns or controls directly or indirectly such Person, any 
Person that controls or is controlled by or is under common control with 
such Person, and each of such Person's senior executive officers, 
directors, and partners.

                        "Bank Expenses" means all:  reasonable costs or 
expenses (including reasonable attorneys' fees and expenses) incurred in 
connection with the preparation, negotiation, administration, and 
enforcement of the Loan Documents; and each Bank's reasonable attorneys' 
fees and expenses incurred in amending, enforcing or defending the Loan 
Documents, whether or not suit is brought.

                        "Borrower's Books" means all of Borrower's books and 
records relating to its property.

                        "Business Day" means a day of the year (a) that is not 
a Saturday, Sunday or other day on which banks in the States of 
California or Hawaii or the City of London are authorized or required to 
close and (b) on which dealings are carried on in the interbank market 
in which Banks customarily participate.

                        "Cash Management Services" has the meaning set forth 
in Section 2.1.3.

                        "Closing Date" means the date of this Agreement.

                        "Code" means the California Uniform Commercial Code.

                        "Committed Line" means Twenty Million Dollars 
($20,000,000).

                        "Contingent Obligation" means, as applied to any 
Person, any direct or indirect liability, contingent or otherwise, of 
that Person with respect to (i) any indebtedness, lease, dividend, 
letter of credit or other obligation of another, including, without 
limitation, any such obligation directly or indirectly guaranteed, 
endorsed, co-made or discounted or sold with recourse by that Person, or 
in respect of which that Person is otherwise directly or indirectly 
liable; (ii) any obligations with respect to undrawn letters of credit 
issued for the account of that Person; and (iii) all obligations arising 
under any interest rate, currency or commodity swap agreement, interest 
rate cap agreement, interest rate collar agreement, or other agreement 
or arrangement designated to protect a Person against fluctuation in 
interest rates, currency exchange rates or commodity prices; provided, 
however, that the term "Contingent Obligation" shall not include 
endorsements for collection or deposit in the ordinary course of 
business.  The amount of any Contingent Obligation shall be deemed to be 
an amount equal to the stated or determined amount of the primary 
obligation in respect of which such Contingent Obligation is made or, if 
not stated or determinable, the maximum reasonably anticipated liability 
in respect thereof as determined by such Person in good faith; provided, 
however, that such amount shall not in any event exceed the maximum 
amount of the obligations under the guarantee or other support 
arrangement.

                        "Current Liabilities" means, as of any applicable 
date, all amounts that should, in accordance with GAAP, be included as 
current liabilities on the consolidated balance sheet of Borrower and 
its Subsidiaries, excluding all outstanding Advances made under 
Section 2.1 hereof, but including all other Indebtedness that is payable 
upon demand or within one year from the date of determination thereof 
unless such Indebtedness is renewable or extendable at the option of 
Borrower or any Subsidiary to a date more than one year from the date of 
determination.

                        "Daily Balance" means the amount of the Obligations 
owed at the end of a given day.

                        "Equipment" means machinery, equipment, tenant 
improvements, furniture, fixtures, vehicles, tools, parts and 
attachments.

                        "Equivalent Amount" means the equivalent in United 
States Dollars of an Optional Currency, calculated at the spot rate for 
the purchase of such Optional Currency by BofH.

                        "Exchange Contracts" means the foreign exchange 
contracts entered into pursuant to Section 2.1.2.

                        "ERISA" means the Employment Retirement Income 
Security Act of 1974, as amended, and the regulations thereunder.

                        "GAAP" means generally accepted accounting principles 
as in effect from time to time.

                        "Indebtedness" means (a) all indebtedness for borrowed 
money or the deferred purchase price of property or services, including 
without limitation reimbursement and other obligations with respect to 
surety bonds and letters of credit, (b) all obligations evidenced by 
notes, bonds, debentures or similar instruments, (c) all capital lease 
obligations and (d) all Contingent Obligations.

                        "Insolvency Proceeding" means any proceeding commenced 
by or against any person or entity under any provision of the United 
States Bankruptcy Code, as amended, or under any other bankruptcy or 
insolvency law, including assignments for the benefit of creditors, 
extension generally with all or substantially all creditors, or 
proceedings seeking general reorganization, arrangement, or other 
relief.

                        "Interest Period" means for each LIBOR Rate Advance, a 
period of approximately one, three or six months as Borrower may elect, 
provided that the last day of an Interest Period for a LIBOR Rate 
Advance shall be determined in accordance with the practices, of the 
LIBOR interbank market as from time to time in effect, provided, 
further, in all cases such period shall expire not later than the 
applicable Maturity Date.

                        "Inventory" means all present and future inventory in 
which Borrower has any interest, including merchandise, raw materials, 
parts, supplies, packing and shipping materials, work in process and 
finished products intended for sale or lease or to be furnished under a 
contract of service, of every kind and description now or at any time 
hereafter owned by or in the custody or possession, actual or 
constructive, of Borrower, including such inventory as is temporarily 
out of its custody or possession or in transit and including any returns 
upon any accounts or other proceeds, including insurance proceeds, 
resulting from the sale or disposition of any of the foregoing and any 
documents of title representing any of the above, and Borrower's Books 
relating to any of the foregoing.

                        "Investment" means any beneficial ownership of 
(including stock, partnership interest or other securities) any Person, 
or any loan, advance or capital contribution to any Person.

                        "IRC" means the Internal Revenue Code of 1986, as 
amended, and the regulations thereunder.

                        "Issuing Bank" means the Bank issuing a Letter of 
Credit pursuant to Section 2.1.1.  SVB shall be the Issuing Bank, except 
that BofH shall be the Issuing Bank if (i) SVB is unable to issue a 
Letter of Credit or (ii) a Letter of Credit issued by SVB would require 
confirmation by another bank under circumstances in which a Letter of 
Credit issued by BofH would not require confirmation.

                        "LIBOR Base Rate" means, for any Interest Period for a 
LIBOR Rate Advance, the rate of interest per annum determined by SVB to 
be the per annum rate of interest at which deposits in United States 
Dollars are offered to SVB in the London interbank market in which SVB 
customarily participates at 11:00 A.M. (local time in such interbank 
market) three (3) Business Days before the first day of such Interest 
Period for a period approximately equal to such Interest Period and in 
an amount approximately equal to the amount of such Advance.

                        "LIBOR Rate" shall mean, for any Interest Period for a 
LIBOR Rate Advance, a rate per annum (rounded upwards, if necessary, to 
the nearest 1/16 of 1%) equal to (i) the LIBOR Base Rate for such 
Interest Period divided by (ii) 1 minus the Reserve Requirement for such 
Interest Period.

                        "LIBOR Rate Advance" means an Advance bearing interest 
at a rate equal to the LIBOR Rate plus one and one-half percent (1 1/2%) 
and made pursuant to Section 2.1.

                        "Lien" means any mortgage, lien, deed of trust, 
security interest or other encumbrance.

                        "Loan Documents" means, collectively, this Agreement, 
any note or notes executed by Borrower, and any other agreement entered 
into between Borrower and Banks in connection with this Agreement, all 
as amended or extended from time to time.

                        "Material Adverse Effect" means a material adverse 
effect on (i) the business operations or financial condition of Borrower 
and its Subsidiaries taken as a whole or (ii) the ability of Borrower, 
taken as a whole, to repay the Obligations.

                        "Maturity Date" means the date immediately preceding 
the first anniversary of the Closing Date.

                        "Obligations" means all debt, principal, interest, 
Bank Expenses and other amounts owed to the Banks by Borrower pursuant 
to this Agreement, whether absolute or contingent, due or to become due 
(including any interest accruing after the commencement of an Insolvency 
Proceeding and any interest that would have accrued but for the 
commencement of an Insolvency Proceeding), now existing or hereafter 
arising.

                        "Original Loan Documents" has the meaning set forth in 
the recital paragraph above.

                        "Percentage Share" means, as to each Bank, the 
percentage calculated in accordance with Section 11.1 hereof.

                        "Periodic Payments" means all installments or similar 
recurring payments that Borrower may now or hereafter become obligated 
to pay to either Bank pursuant to the terms and provisions of any 
instrument, or agreement now or hereafter in existence between Borrower 
and such Bank.

                        "Permitted Indebtedness" means:

                        (a)     Indebtedness of Borrower in favor of Bank 
arising under this Agreement or any other Loan Document;

                        (b)     Indebtedness existing on the Closing Date and 
disclosed in the Schedule;

                        (c)     Indebtedness to trade creditors and with
respect to surety bonds and similar obligations incurred in the ordinary
cause of business;

                        (d)     Subordinated Debt; 

                        (e)     Indebtedness of Borrower to any Subsidiary and 
Contingent Obligations of any Subsidiary with respect to obligations of 
Borrower (provided that the primary obligations are not prohibited 
hereby), and Indebtedness of any Subsidiary to any other Subsidiary and 
Contingent Obligations of any Subsidiary with respect to obligations of 
any other Subsidiary (provided that the primary obligations are not 
prohibited hereby);

                        (f)     Indebtedness secured by Permitted Liens;

                        (g)     Capital leases or indebtedness incurred solely 
to purchase equipment which is secured in accordance with clause (c) of 
"Permitted Liens" below and is not in excess of the lesser of the 
purchase price of such equipment or the fair market value of such 
equipment on the date of acquisition; and

                        (h)     Extensions, refinancings, modifications, 
amendments and restatements of any of items of Permitted Indebtedness 
(a) through (g) above, provided that the principal amount thereof is not 
increased or the terms thereof are not modified to impose more 
burdensome terms upon Borrower or its Subsidiary, as the case may be.

                        "Permitted Investment" means:

                        (a)     Investments existing on the Closing Date 
disclosed in the Schedule; and

                        (b)     (i)  marketable direct obligations issued or 
unconditionally guaranteed by the United States of America or any agency 
or any State thereof maturing within one (1) year from the date of 
acquisition thereof, (ii) commercial paper maturing no more than one (1) 
year from the date of creation thereof and currently having the highest 
rating obtainable from either Standard & Poor's Corporation or Moody's 
Investors Service, Inc., and (iii) certificates of deposit maturing no 
more than one (1) year from the date of investment therein issued by 
Bank, and (iv) any Investments permitted by Borrower's investment 
policy, as amended from time to time, provided that such investment 
policy (any such amendment thereto) has been approved by Bank;

                        (c)     Investments consisting of the endorsement of 
negotiable instrument for deposit or collection or similar transaction 
in the ordinary course of business;

                        (d)     Investments accepted in connection with 
Transfers permitted by Section 5.1;

                        (e)     Investments (whether consisting of the purchase 
or securities, loans, capital contribution, or otherwise) of 
Subsidiaries in or to other Subsidiaries or in Borrower;

                        (f)     Investments consisting of (i) compensation of 
employees, officers and directors of Borrower or its Subsidiaries so 
long as the Board of Directors of Borrower determines that such 
compensation is in the best interests of Borrower, (ii) travel advances, 
employee relocation loans and other employee loans and advances in the 
ordinary course of business, and (iii) loans to employees, officers or 
directors relating to the purchase of equity securities of Borrower or 
its Subsidiaries pursuant to employee stock purchase plans or agreements 
approved by Borrower's Board of Directors;

                        (g)     Investments (including debt obligations) 
received in connection with the bankruptcy or reorganization of 
customers or suppliers and in settlement of delinquent obligations of, 
and other disputes with, customers or suppliers arising in the ordinary 
course of business;

                        (h)     Investments pursuant to or arising under 
currency agreements or interest rate agreements entered into in the 
ordinary course of business;

                        (i)     Investments consisting of notes receivable of, 
or prepaid royalties and other credit extensions, to customers and 
suppliers who are not Affiliates, in the ordinary course of business; 
provided that this paragraph (i) shall not apply to Investments by 
Borrower in any Subsidiary;

                        (j)     Investments constituting acquisitions permitted 
under Section 7.3;

                        (k)     Deposit accounts of Borrower in which Banks
have a Lien prior to any other Lien; and

                        (l)     Investments made in accordance with Borrower's 
investment policy, as reviewed by Banks and approved from time to time 
by Borrower's board of directors.

                        "Permitted Liens" means the following:

                        (a)     Any Liens existing on the Closing Date and 
disclosed in the Schedule;

                        (b)     Liens for taxes, fees, assessments or other 
governmental charges or levies, either not delinquent or being contested 
in good faith by appropriate proceedings; 

                        (c)     Liens (i) upon or in any Equipment acquired or 
held by Borrower or any of its Subsidiaries to secure the purchase price 
of such Equipment or indebtedness incurred solely for the purpose of 
financing the acquisition of such Equipment, or (ii) existing on such 
Equipment at the time of its acquisition, provided that the Lien is 
confined solely to the property so acquired and improvements thereon, 
and the proceeds of such Equipment;

                        (d)     Liens on Equipment leased by Borrower or any 
Subsidiary pursuant to an operating or capital lease in the ordinary 
course of business (including proceeds thereof and accessions thereto) 
incurred solely for the purpose of financing the lease of such Equipment 
(including Liens pursuant to leases permitted pursuant to Section 6.1 
and Liens arising from UCC financing statements regarding leases 
permitted by this Agreement); 

                        (e)     Leases or subleases and license and sublicenses 
granted to others in the ordinary course of Borrower's business not 
interfering in any material respect with the business of Borrower and 
its Subsidiaries taken as a whole, and any interest or title of a 
lessor, licensor or under any lease or license;

                        (f)     Liens on assets (including the proceeds thereof 
and accessions thereto) that existed at the time such assets were 
acquired by Borrower or any Subsidiary (including Liens on assets of any 
corporation that existed at the time it became or becomes a Subsidiary); 
provided such Liens are not granted in contemplation of or in connection 
with the acquisition of such asset by Borrower or a Subsidiary;

                        (g)     Liens arising from judgments, decrees or 
attachments in circumstances not constituting an Event of Default under 
Section 7.8;

                        (h)     Easements, reservations, rights-of-way, 
restrictions, minor defects or irregularities in title and other similar 
charges or encumbrances affecting real property not constituting a 
Material Adverse Effect;

                        (i)     Liens in favor of customs and revenue 
authorities arising as a matter of law to secure payments of customs 
duties in connection with the importation of goods;

                        (j)     Liens which constitute rights of set-off of a 
customary nature or banker's Liens with respect to amounts on deposit, 
whether arising by operation of law or by contract, in connection with 
arrangement entered in to with banks in the ordinary course of business;

                        (k)     Earn-out and royalty obligations existing
on the date hereof or entered into in connection with an acquisition
permitted  by Section 6.3;

                        (l)     Liens incurred in connection with the
extension, renewal or refinancing of the indebtedness secured by Liens of
the type  described in clauses (a), (c), (d), (e), (f) and (k) above,
provided  that any extension, renewal or replacement Lien shall be limited
to the  property encumbered by the existing Lien and the principal amount
of the  indebtedness being extended, renewed or refinanced does not
increase;  and

                        (m)     Liens on insurance proceeds in favor of 
insurance companies granted solely as security for financed premiums.

                        "Person" means any individual, sole proprietorship, 
partnership, limited liability company, joint venture, trust, 
unincorporated organization, association, corporation, institution, 
public benefit corporation, firm, joint stock company, estate, entity or 
governmental agency.

                        "Prime Rate" means the variable rate of interest, per 
annum, most recently announced by SVB as its "prime rate," or by BofH as 
its "base rate," as applicable to the Advances made hereunder by each 
Bank, whether or not such announced rate is the lowest rate available 
from such Bank.

                        "Prime Rate Advance" means an Advance bearing interest 
at a rate equal to the Prime Rate and made pursuant to Section 2.1.

                        "Quick Assets" means, at any date as of which the 
amount thereof shall be determined, the unrestricted cash and 
cash-equivalents; net, billed accounts receivable; and investments with 
maturities not to exceed twelve (12) months of Borrower determined in 
accordance with GAAP.

                        "Reserve Requirement" means, for any Interest Period, 
the average maximum rate at which reserves (including any marginal, 
supplemental or emergency reserves) are required to be maintained during 
such Interest Period under Regulation D against "Eurocurrency 
liabilities" (as such term is used in Regulation D) by member banks of 
the Federal Reserve System.  Without limiting the effect of the 
foregoing, the Reserve Requirement shall reflect any other reserves 
required to be maintained by Banks by reason of any Regulatory Change 
against (i) any category of liabilities which includes deposits by 
reference to which the LIBOR Rate is to be determined as provided in the 
definition of "LIBOR Base Rate" or (ii) any category of extensions of 
credit or other assets which include Advances.

                        "Responsible Officer" means each of the Chief 
Executive Officer, the Chief Financial Officer and the Corporate 
Controller of Borrower.

                        "Revolving Facility" means the facility under which 
Borrower may request Bank to issue cash advances, as specified in 
Section 2.1 hereof.

                        "Schedule" means the schedule of exceptions, if any, 
attached hereto.

                        "Subordinated Debt" means any debt incurred by 
Borrower that is subordinated to the debt owing by Borrower to Bank on 
terms acceptable to Bank (and identified as being such by Borrower and 
Bank).

                        "Subsidiary" means any corporation or partnership in 
which (i) any general partnership interest or (ii) more than 50% of the 
stock of which by the terms thereof ordinary voting power to elect the 
Board of Directors, managers or trustees of the entity shall, at the 
time as of which any determination is being made, be owned by Borrower, 
either directly or through an Affiliate.

                        "Tangible Net Worth" means at any date as of which the 
amount thereof shall be determined, the consolidated total assets of 
Borrower and its Subsidiaries minus, without duplication, (i) the sum of 
any amounts attributable to (a) goodwill, (b) intangible items such as 
unamortized debt discount and expense, patents, trade and service marks 
and names, copyrights and research and development expenses except 
prepaid expenses, and (ii) Total Liabilities.

                        "Total Liabilities" means at any date as of which the 
amount thereof shall be determined, all obligations that should, in 
accordance with GAAP be classified as liabilities on the consolidated 
balance sheet of Borrower, including in any event all Indebtedness, but 
specifically excluding Subordinated Debt.

                1.2     Accounting Terms1.2     Accounting Terms.  All
accounting terms not specifically defined herein shall be construed in
accordance with  GAAP and all calculations made hereunder shall be made in
accordance with  GAAP.  When used herein, the terms "financial statements"
shall include the  notes and schedules thereto.

        2.      LOAN AND TERMS OF PAYMENT2.     LOAN AND TERMS OF PAYMENT

                2.1     Advances2.1     Advances.

                        (a)     Advances.  Subject to and upon the terms and 
conditions of this Agreement, each Bank agrees to make Advances to Borrower 
in an aggregate amount not to exceed such Bank's Percentage Share of the 
Committed Line minus the face amount of all outstanding Letters of Credit 
(including drawn but unreimbursed Letters of Credit) minus the outstanding 
amount of the Foreign Exchange Reserve minus any amounts owed from Borrower 
to Bank pursuant to Cash Management Services.  Subject to the terms and 
conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 
may be repaid and reborrowed at any time during the term of this Agreement.

                    (b)     Requests for Advances.  Whenever Borrower desires 
an Advance, Borrower will notify Servicing Agent by facsimile transmission 
or telephone no later than 3:00 p.m. California time on the Business Day 
that a Prime Rate Advance is to be made and 3:00 p.m. California time on 
the Business Day that is three (3) Business Days prior to the Business Day 
on which a LIBOR Rate Advance is to be made.  Servicing Agent shall 
promptly deliver such notice to the Banks.  Each Bank may make Advances 
under this Agreement, based upon instructions received by Servicing Agent 
from a Responsible Officer, or without instructions if in Servicing Agent's 
discretion such Advances are necessary to meet Obligations under this 
Agreement which have become due and remain unpaid.  Each Bank shall be 
entitled to rely on any notice by telephone or otherwise given by a person 
who Servicing Agent reasonably believes to be a Responsible Officer, and 
Borrower shall indemnify and hold such Bank harmless for any damages or 
loss suffered by such Bank as a result of such reliance.  Such Bank will 
wire or credit, as appropriate, the amount of Advances in United States 
Dollars made under this Section 2.1 to Borrower's deposit account held by 
Servicing Agent.

        Each such notice shall specify:

                                (i)     the date such Advance is to be
made, which  shall be a Business Day;

                                (ii)    the amount of such Advance;

                                (iii)   whether such Advance is to be a
Prime Rate  Advance or a LIBOR Rate Advance;

                                (iv)    if the Advance is to be a LIBOR
Rate Advance,  the Interest Period for such Advance.

Each written request for an Advance, and each confirmation of a telephone 
request for such an Advance, shall be in the form of an Advance Request 
Form in the form of Exhibit A for a Prime Rate Advance, and an Advance 
Request Form in the form of Exhibit B-1 for a LIBOR Rate Advance, in each 
case executed by Borrower.

                        (c)     Prime Rate Advances.  Each Prime Rate Advance 
shall be in an amount not less than Twenty Five Thousand Dollars 
($25,000).  The outstanding principal balance of each Prime Rate 
Receivables Advance shall bear interest (computed daily on the basis of 
a 360 day year and actual days elapsed), at a rate per annum equal to 
the Prime Rate.  Borrower shall pay the entire outstanding principal 
amount of each Prime Rate Advance on the Maturity Date.

                        (d)     LIBOR Rate Advances.  Each LIBOR Rate Advance 
shall be in an amount of not less than Five Hundred Thousand Dollars 
($500,000).  The outstanding principal balance of each LIBOR Rate 
Advance shall bear interest until principal is due (computed daily on 
the basis of a 360 day year and actual days elapsed) at a rate per annum 
equal to the LIBOR Rate plus 150 basis points for such LIBOR Rate 
Advance.  The entire outstanding principal amount of each LIBOR Rate 
Advance shall be due and payable on the last day of the LIBOR Rate 
Interest Period for such LIBOR Rate Advance.  Not more than ten (10) 
LIBOR Rate Advances shall be outstanding at any time.

                        (e)     Prepayment of the Advances.  Borrower may
at any time prepay any Prime Rate Advance or any LIBOR Rate Advance, in
full or  in part.  Each partial prepayment for a LIBOR Rate Advance shall
be in  an amount not less than Two Hundred Fifty Thousand Dollars
($250,000).   Each prepayment shall be made upon the irrevocable written or
telephone  notice of Borrower received by Servicing Agent not later than
10:00 a.m.  California time on the date of the prepayment of a Prime Rate
Advance,  and not less than three (3) Business Days prior to the date of
the  prepayment of a LIBOR Rate Advance.  The notice of prepayment shall 
specify the date of the prepayment, the amount of the prepayment, and  the
Advance or Advances to be prepaid.  Each prepayment of a LIBOR Rate 
Advance shall be accompanied by the payment of accrued interest on the 
amount prepaid and any amount required by Section 2.8.

                        (f)     Maturity.  The Revolving Facility shall 
terminate on the Maturity Date, at which time all Advances under this 
Section 2.1 and other amounts due under this Agreement shall be 
immediately due and payable.

                        2.1.1   Letters of Credit.

                                (a)     At Borrower's written request, Issuing 
Bank shall issue Letters of Credit for Borrower's account.  Each Bank 
severally agrees to participate in Letters of Credit, in accordance with 
such Bank's Percentage Share.

                                (b)     Issuing Bank shall issue the Letter of 
Credit upon receipt of a Borrower's written request and Issuing Bank's 
standard form of application, stating (a) the date such Borrower wishes 
to receive the Letter of Credit (which shall be a Business Day); (b) the 
requested amount of such Letter of Credit; (c) the aggregate amount of 
all Advances and Letters of Credit then outstanding; (d) if appropriate, 
the conditions requested by Borrower under which the Letter of Credit 
may be drawn upon; and (e) any other information Issuing Bank might need 
to issue the Letter of Credit.  Issuing Bank shall promptly notify the 
other Bank upon receipt of a request for a Letter of Credit.

                                (c)     The maximum aggregate obligation at
any one time for undrawn and drawn but unreimbursed Letters of Credit shall
not exceed the Committed Line minus the outstanding amount of the 
Foreign Exchange Reserve minus any amounts owed from Borrower to Bank 
pursuant to Cash Management Services, provided that the aggregate face 
amount of outstanding Letters of Credit (including drawn but 
unreimbursed Letters of Credit) shall not in any case exceed Two Million 
Dollars ($2,000,000).  Each Letter of Credit shall be issued pursuant to 
the terms and conditions of this Agreement and of the Issuing Bank's 
standard form of application and security agreement for letters of 
credit.  Each Letter of Credit shall (a) expire no later than the 
Maturity Date, and (b) be otherwise in form and substance satisfactory 
to Issuing Bank, provided that a Letter of Credit may expire after the 
Maturity Date for so long as Borrower's reimbursement obligation in 
connection therewith is secured by cash on terms acceptable to Banks.  
Upon issuing a Letter of Credit, the Issuing Bank shall immediately 
notify the other Bank of such issuance and shall, on a continuing basis, 
keep the other Bank informed of the drawn and undrawn but unreimbursed 
amount of each Letter of Credit for so long as such Letter of Credit is 
outstanding.  With respect to standby Letters of Credit, Borrower shall 
pay to Issuing Bank a nonrefundable issuance fee of at least one and 
one-half percent (1 1/2%) of the face amount of the Letter of Credit at the
time Borrower requests the Letter of Credit.  The Issuing Bank shall 
retain a fee equal to one-eighth of one percent (0.125%) of the face 
amount of the Letter of Credit, and shall share the balance of such 
issuance fee equally with the other Bank.  With respect to commercial 
Letters of Credit, Borrower shall pay to Issuing Bank a nonrefundable 
issuance fee equal to one-eighth of one percent (0.125%) of the face 
amount of the Letter of Credit at the time Borrower requests the Letter  of
Credit and a negotiation fee equal to one-eighth of one percent  (0.125%)
of the face amount of the Letter of Credit at the time a draw  is made on
the Letter of Credit.  The Issuing Bank shall retain an  issuance fee of
One Hundred Dollars ($100) and a negotiation fee of One  Hundred Dollar
($100), and shall share the balance of such issuing fee  and negotiation
fee equally with the other Bank.  On the day on which  Issuing Bank honors
any drawing made by the beneficiary of a Letter of  Credit, Borrower shall
pay to Issuing Bank the full amount of the  drawing so honored, or at
Borrower's option, shall treat the amount of  such drawing as an Advance
under Section 2.1.  The obligation to  reimburse Issuing Bank for the
amount of such drawing is absolute,  unconditional, and irrevocable.


                                (d)     Borrower may request that Issuing Bank 
issue a Letter of Credit payable in a currency other than United States 
Dollars.  If a demand for payment is made under any such Letter of 
Credit, Issuing Bank shall treat such demand as an Advance to Borrower 
of the Equivalent Amount thereof.  Upon the issuance of any Letter of 
Credit payable in a currency other than United States Dollars, Banks 
shall create a reserve under the Committed Line for letters of credit 
against fluctuations in currency exchange rates, in an amount equal to 
twenty percent (20%) of the face amount of such Letter of Credit.  The 
amount of such reserve may be amended by Banks from time to time to 
account for fluctuations in the exchange rate.  The availability of 
funds under the Committed Line shall be reduced by the amount of such 
reserve for so long as such Letter of Credit remains outstanding.

                        2.1.2   Foreign Exchange Contract; Foreign Exchange 
Settlements.

                                (a)     Subject to the terms of this
Agreement, Borrower may enter into foreign exchange contracts, in
currencies  acceptable to the Banks, (the "Exchange Contracts") not to
exceed an  aggregate amount of Two Million Dollars ($2,000,000) (the
"Contract  Limit"), pursuant to which a Bank shall sell to or purchase from
Borrower foreign currency on a spot or future basis.  Borrower shall not 
request any Exchange Contracts at any time it is out of compliance with 
any of the provisions of this Agreement.  All Exchange Contracts must 
provide for delivery of settlement on or before the Maturity Date.  The 
amount available under the Committed Line at any time shall be reduced  by
the following amounts (the "Foreign Exchange Reserve") on any given  day
(the "Determination Date"): (i) on all outstanding Exchange  Contracts on
which delivery is to be effected or settlement allowed more  than two
business days after the Determination Date, ten percent (10%)  of the gross
amount of the Exchange Contracts; plus (ii) on all  outstanding Exchange
Contracts on which delivery is to be effected or  settlement allowed within
two business days after the Determination  Date, one hundred percent (100%)
of the gross amount of the Exchange  Contracts.


                                (b)     Either Bank may, in its discretion, 
terminate the Exchange Contracts at any time (a) that an Event of 
Default occurs or (b) that there is no sufficient availability under the 
Committed Line and Borrower does not have available funds in its bank 
account to satisfy the Foreign Exchange Reserve.  If a Bank terminates 
the Exchange Contracts, and without limitation of any applicable 
indemnities, Borrower agrees to reimburse Bank for any and all fees, 
costs and expenses relating thereto or arising in connection therewith.

                                (c)     Borrower shall not permit the total
gross  amount of all Exchange Contracts on which delivery is to be effected
and  settlement allowed in any two business day period to be more than Two 
Million Dollars ($2,000,000) (the "Settlement Limit"), nor shall  Borrower
permit the total gross amount of all Exchange Contracts to  which Borrower
is a party, outstanding at any one time, to exceed the  Contract Limit. 
Notwithstanding the above, however, the amount which  may be settled in any
two (2) business day period may be increased above  the Settlement Limit up
to, but in no event to exceed, the amount of the  Contract Limit under
either of the following circumstances:

                                        (i)     if there is sufficient
availability  under the Committed Line in the amount of the Foreign
Exchange Reserve  as of each Determination Date, provided that Bank in
advance shall  reserve the full amount of the Foreign Exchange Reserve
against the  Committed Line; or

                                        (ii)    if there is insufficient 
availability under the Committed Line, as to settlements within any two 
(2) business day period, provided that a Bank, in its sole discretion,
may: (A) verify good funds overseas prior to crediting Borrower's 
deposit account with such Bank (in the case of Borrower's sale of 
foreign currency); or (B) debit Borrower's deposit account with such 
Bank prior to delivering foreign currency overseas (in the case of 
Borrower's purchase of foreign currency).

                                (d)     In the case of Borrower's purchase of 
foreign currency, Borrower in advance shall instruct a Bank upon 
settlement either to treat the settlement amount as an advance under the 
Committed Line, or to debit Borrower's account for the amount settled.

                                (e)     Borrower shall execute all standard
form applications and agreements of Banks in connection with the Exchange 
Contracts and, without limiting any of the terms of such applications  and
agreements, Borrower will pay all standard fees and charges of Banks  in
connection with the Exchange Contracts.

                                (f)     Without limiting any of the other
terms of  this Agreement or any such standard form applications and
agreements of  Banks, Borrower agrees to indemnify Banks and hold them
harmless from  and against any and all claims, debts, liabilities, demands,
obligations, actions, costs and expenses (including, without limitation, 
attorneys' fees of counsel of Banks' choice), of every nature and 
description which it may sustain or incur, based upon, arising out of,  or
in any way relating to any of the Exchange Contracts or any  transactions
relating thereto or contemplated thereby.

                        2.1.3   PC-ACH Sublimit.  Subject to the terms and 
conditions of this Agreement, Borrower may utilize, subject to 
availability under the Committed Line, up to an aggregate amount not to 
exceed Five Hundred Thousand Dollars ($500,000) for PC-ACH services as 
defined in that certain Cash Management Services Agreement provided to 
Borrower in connection herewith (a "Cash Management Service", or the 
"Cash Management Services").  Any amounts actually paid by Bank in 
respect of a Cash Management Service or Cash Management Services shall, 
when paid, constitute an Advance under this Agreement.

                2.2     Overadvances2.2 Overadvances.  If, at any time or 
for any reason, the sum of (i) Advances owed by Borrower to Banks 
pursuant to Section 2.1(a) of this Agreement plus (ii) the face amount 
of Letters of Credit issued under Section 2.1.1 (including undrawn and 
drawn but unreimbursed Letters of Credit) plus (iii) the reserve, if 
any, taken under Section 2.1.1(d) plus (iv) the Foreign Exchange Reserve 
plus (v) any Advances owed by Borrower to Banks pursuant to 
Section 2.1.3 is greater than the Committed Line, Borrower shall 
immediately pay to Servicing Agent, in cash, the amount of such excess, 
for payment to the Banks according to their respective Percentage 
Shares.

                2.3     Interest Rates, Payments, and Calculations2.3
        Interest Rates, Payments, and Calculations.

                        (a)     Interest Rate.  Except as set forth in 
Section 2.3(b), any Advances of each Bank shall bear interest, on the 
average Daily Balance, at the rates specified in Sections 2.1(c), and 
2.1(d), respectively.

                        (b)     Default Rate.  All Obligations shall bear 
interest, from and after the occurrence of an Event of Default, at a 
rate equal to five (5) percentage points above the interest rate 
applicable immediately prior to the occurrence of the Event of Default.

                        (c)     Payments.  Accrued interest shall be due and 
payable in arrears upon the earlier of (i) with respect to any LIBOR 
Advance, the end of the Interest Period or (ii) any payment of principal or 
(iii) on the twenty-ninth (29th) day of each calendar month (except for the 
month of February for which the date shall be the twenty-eighth (28th) 
day).  Servicing Agent shall, at the option of Servicing Agent, charge such 
interest, all Bank Expenses, and all Periodic Payments against Borrower's 
deposit account held at SVB or against the Committed Line, in which case 
those amounts shall thereafter accrue interest at the rate then applicable 
hereunder.  Any interest not paid when due shall be compounded by becoming 
a part of the Obligations, and such interest shall thereafter accrue 
interest at the rate then applicable hereunder.

                        (d)     Computation.  In the event the Prime Rate is 
changed from time to time hereafter, the applicable rate of interest 
hereunder shall be increased or decreased effective as of 12:01 a.m. on the 
day the Prime Rate is changed, by an amount equal to such change in the 
Prime Rate.  All interest chargeable under the Loan Documents shall be 
computed on the basis of a three hundred sixty (360) day year for the 
actual number of days elapsed.

                2.4     Crediting Payments2.4   Crediting Payments.  Prior
to the occurrence of an Event of Default, each Bank shall credit a wire
transfer  of funds, check, or other item of payment to such deposit account
or  Obligation as Borrower specifies.  After the occurrence and during the 
continuation of an Event of Default, the receipt by a Bank of any wire 
transfer of funds, check, or other item of payment shall be immediately 
applied to conditionally reduce Obligations, but shall not be considered a 
payment on account unless such payment is of immediately available federal 
funds or unless and until such check or other item of payment is honored 
when presented for payment.  Notwithstanding anything to the contrary 
contained herein, any wire transfer or payment received by a Bank after 
noon California time shall be deemed to have been received by such Bank as 
of the opening of business on the immediately following Business Day.  
Whenever any payment to a Bank under the Loan Documents would otherwise be 
due (except by reason of acceleration) on a date that is not a Business 
Day, such payment shall instead be due on the next Business Day, and 
additional fees or interest, as the case may be, shall accrue and be 
payable for the period of such extension.

                2.5     Fees2.5 Fees.  Borrower shall pay to Banks the 
following:

                        (a)     Facility Fee.  A facility fee equal to
Twenty-Seven  Thousand Five Hundred Dollars ($27,500) which fee shall be
due and payable  on the Closing Date and shall be fully earned and
non-refundable as of such  date;

                        (b)     Financial Examination and Appraisal Fees.  Each 
Bank's customary fees and out-of-pocket expenses for such Bank's financial 
analysis and examination of Borrower performed from time to time by such 
Bank or its agents; and

                        (c)     Bank Expenses.  Upon the date hereof, all Bank 
Expenses incurred through the date hereof, including reasonable attorneys' 
fees and expenses, and, within thirty (30) days of demand, other Bank 
Expenses as they become due from time to time hereunder.

                2.6     Additional Costs2.6     Additional Costs.  In case any 
law, regulation, treaty or official directive or the written interpretation 
or application thereof by any court or any governmental authority charged 
with the administration thereof or the compliance with any guideline or 
request of any central bank or other governmental authority (whether or not 
having the force of law):

                        (a)     subjects any Bank to any tax with respect to 
payments of principal or interest or any other amounts payable hereunder 
by Borrower or otherwise with respect to the 

transactions contemplated hereby (except for taxes on the overall net 
income of such Bank imposed by the United States of America or any 
political subdivision thereof);

                        (b)     imposes, modifies or deems applicable any 
deposit insurance, reserve, special deposit or similar requirement 
against assets held by, or deposits in or for the account of, or loans 
by, any Bank; or

                        (c)     imposes upon any Bank any other material 
condition with respect to its performance under this Agreement, 

and the result of any of the foregoing is to increase the cost to such 
Bank, reduce the income receivable by such Bank or impose any expense 
upon such Bank with respect to any loans, such Bank shall notify 
Borrower thereof in writing.  Borrower shall pay to such Bank the amount 
of such increase in cost, reduction in income or additional expense as 
and when such cost, reduction or expense is incurred or determined, upon 
presentation by such Bank of a statement of the amount and setting forth 
such Bank's calculation thereof, all in reasonable detail, which 
statement shall be deemed true and correct absent manifest error; 
provided, however, that Borrower shall not be liable for any such amount 
attributable to any period prior to 180 days prior to the date of such 
certificate.

                2.7     Conversion/Continuation of Advances2.7
        Conversion/Continuation of Advances.

                        (a)     Borrower may from time to time submit in
writing a request that Prime Rate Advances be converted to LIBOR Rate
Advances  or that any existing LIBOR Rate Advances continue for an additional 
Interest Period.  Such request shall specify the amount of the Prime 
Rate Advances that will constitute LIBOR Rate Advances (subject to the 
limits set forth below) and the Interest Period to be applicable to such 
LIBOR Rate Advances.  Each written request for a conversion to a LIBOR 
Rate Advance or a continuation of a LIBOR Rate Advance shall be 
substantially in the form of a LIBOR Rate Conversion/Continuation 
Certificate as set forth on Exhibit B-2, which shall be duly executed by 
a Responsible Officer.  Subject to the terms and conditions contained 
herein, three (3) Business Days after Servicing Agent's receipt of such 
a request from Borrower, such Prime Rate Advances shall be converted to 
LIBOR Rate Advances or such LIBOR Rate Advances shall continue, as the 
case may be provided that:

                                        (i)     no Event of Default or
event which  with notice or passage of time or both would constitute an
Event of  Default exists;

                                        (ii)    no party hereto shall have
sent any  notice of termination of the Agreement;

                                        (iii)   Borrower shall have
complied with such customary procedures as Banks have established from time
to time  for Borrower's requests for LIBOR Rate Advances;

                                        (iv)    the amount of a Prime Rate
Advance  shall be Twenty-Five Thousand Dollars ($25,000) or more, and the
amount  of a LIBOR Rate Advance shall be Five Hundred Thousand Dollars 
($500,000) or such greater amount which is an integral multiple of Fifty 
Thousand Dollars ($50,000); and

                                        (v)     Servicing Agent shall have 
determined that the Interest Period or LIBOR Rate is available to Banks 
as of the date of the request for such LIBOR Rate Advance.

        Any request by Borrower to convert Prime Rate Advances to LIBOR 
Rate Advances or continue any existing LIBOR Rate Advances shall be 
irrevocable.  Notwithstanding anything to the contrary contained herein, 
Banks shall not be required to purchase United States Dollar deposits in 
the London interbank market or other applicable LIBOR Rate market to 
fund any LIBOR Rate Advances, but the provisions hereof shall be deemed 
to apply as if Banks had purchased such deposits to fund the LIBOR Rate 
Advances.

                        (b)     Any LIBOR Rate Advances shall automatically 
convert to Prime Rate Advances upon the last day of the applicable 
Interest Period, unless Banks have received and approved a complete and 
proper request to continue such LIBOR Rate Advance at least three (3) 
Business Days prior to such last day in accordance with the terms 
hereof.  Any LIBOR Rate Advances shall, at Banks' option, convert to 
Prime Rate Advances in the event that an Event of Default shall exist.  
Borrower shall pay to Banks, upon demand by Banks (or Servicing Agent 
may, at its option, charge Borrower's deposit account) any amounts 
required to compensate Banks for any loss (including loss of anticipated 
profits), cost or expense incurred by such person, as a result of the 
conversion of LIBOR Rate Advances to Prime Rate Advances pursuant to any 
of the foregoing.

                2.8     Additional Requirements/Provisions Regarding LIBOR 
Rate Advances.2.8       Additional Requirements/Provisions Regarding LIBOR 
Rate Advances.

                        (a)     If for any reason (including voluntary or 
mandatory prepayment or acceleration), Banks receive all or part of the 
principal amount of a LIBOR Rate Advance prior to the last day of the 
Interest Period for such LIBOR Rate Advance Borrower shall on demand by 
Servicing Agent, pay Servicing Agent the amount (if any) by which 
(i) the additional interest which would have been payable on the amount 
so received had it not been received until the last day of such Interest 
Period or term exceeds (ii) the interest which would have been 
recoverable by Banks by placing the amount so received on deposit in the 
certificate of deposit markets or the offshore currency interbank 
markets or United States Treasury investment products, as the case may 
be, for a period starting on the date on which it was so received and 
ending on the last day of such Interest Period or term at the interest 
rate determined by Servicing Agent in its reasonable discretion.  
Servicing Agent's determination as to such amount shall be conclusive 
absent manifest error.

                        (b)     Borrower shall pay to a Bank, upon demand
by a Bank, from time to time such amounts as such Bank may reasonably 
determine to be necessary to compensate it for any costs incurred by 
such Bank that such Bank determines are attributable to its making or 
maintaining of any amount receivable by such Bank hereunder in respect 
of any Advances relating thereto (such increases in costs and reductions 
in amounts receivable being herein called "Additional Costs"), in each 
case resulting from any Regulatory Change which:

                                (i)     changes the basis of taxation of any 
amounts payable to such Bank under this Agreement in respect of any 
Advances (other than changes which affect taxes measured by or imposed 
on the overall net income of such Bank by the jurisdiction in which such 
Bank has its principal office); or

                                (ii)    imposes or modifies any reserve,
special deposit or similar requirements relating to any extensions of
credit or  other assets of, or any deposits with or other liabilities of
such Bank  (including any Advances or any deposits referred to in the
definition of  "LIBOR Base Rate"); or

                                (iii)   imposes any other material condition 
affecting this Agreement (or any of such extensions of credit or 
liabilities).

Such Bank will notify Borrower of any event occurring after the date of 
the Agreement which will entitle such Bank to compensation pursuant to 
this section as promptly as practicable after it obtains knowledge 
thereof and determines to request such compensation.  Such Bank will 
furnish Borrower with a statement setting forth the basis and amount of 
each request by such Bank for compensation under this Section 2.8.  
Determinations and allocations by a Bank for purposes of this 
Section 2.8 of the effect of any Regulatory Change on its costs of 
maintaining its obligations to make Advances or of making or maintaining 
Advances or on amounts receivable by it in respect of Advances, and of 
the additional amounts required to compensate such Bank in respect of 
any Additional Costs, shall be conclusive absent manifest error.

                        (c)     Borrower shall pay to a Bank, upon the request 
of such Bank, such amount or amounts as shall be sufficient (in the sole 
good faith opinion of such Bank) to compensate it for any reasonable 
loss, costs or expense incurred by it as a result of any failure by 
Borrower to borrow a LIBOR Rate Advance on the date for such borrowing 
specified in the relevant notice of borrowing hereunder.

                        (d)     If a Bank shall determine that the adoption or 
implementation of any applicable law, rule, regulation or treaty 
regarding capital adequacy, or any change therein, or any change in the 
interpretation or administration thereof by any governmental authority, 
central bank or comparable agency charged with the interpretation or 
administration thereof, or compliance by Bank (or its applicable lending 
office) with any respect or directive regarding capital adequacy 
(whether or not having the force of law) of any such authority, central 
bank or comparable agency, has or would have the effect of reducing the 
rate of return on capital of such Bank or any person or entity 
controlling Bank (a "Parent") as a consequence of its obligations 
hereunder to a level below that which Bank (or its Parent) could have 
achieved but for such adoption, change or compliance (taking into 
consideration its policies with respect to capital adequacy) by an 
amount deemed by Bank to be material, then from time to time, within 
fifteen (15) days after demand by such Bank, Borrower shall pay to Bank 
such additional amount or amounts as will compensate such Bank for such 
reduction.  A statement of such Bank claiming compensation under this 
Section and setting forth the additional amount or amounts to be paid to 
it hereunder shall be conclusive absent manifest error.

                        (e)     If at any time a Bank, in its sole and absolute 
discretion, determines that: (i) the amount of the LIBOR Rate Advances 
for periods equal to the corresponding Interest Periods or any other 
period are not available to such Bank in the offshore currency interbank 
markets, or (ii) the LIBOR Rate does not accurately reflect the cost to 
Bank of lending the LIBOR Rate Advance, then such Bank shall promptly 
give notice thereof to Borrower, and upon the giving of such notice such 
Bank's obligation to make the LIBOR Rate Advances shall terminate, 
unless Banks and Borrower agree in writing to a different interest rate 
applicable to LIBOR Rate Advances.  If it shall become unlawful for a 
Bank to continue to fund or maintain any Advances, or to perform its 
obligations hereunder, upon demand by such Bank, Borrower shall prepay 
the Advances in full with accrued interest thereon and all other amounts 
payable by Borrower hereunder (including, without limitation, any amount 
payable in connection with such prepayment pursuant to Section 2.8(a)).

                2.9     Term2.9 Term.  This Agreement shall become 
effective upon the date hereof and shall continue in full force and 
effect for a term ending on the Maturity Date.  Notwithstanding the 
foregoing, Banks shall have the right to terminate any obligation to 
make Advances under this Agreement immediately and without notice upon 
the earlier of (i) the occurrence and during the continuance of an Event 
of Default or (ii) the Maturity Date.  On the date of termination, all 
Obligations shall become immediately due and payable in cash or by wire 
transfer.  

        3.      CONDITIONS OF LOANS3.   CONDITIONS OF LOANS

                3.1     Conditions Precedent to Initial Advance3.1
        Conditions Precedent to Initial Advance.  The obligation of either 
Bank to make the initial Advance is subject to the condition precedent 
that such Bank shall have received, in form and substance satisfactory 
to such Bank, the following:

                        (a)     this Agreement;

                        (b)     a certificate of the Secretary of Borrower with 
respect to incumbency and resolutions authorizing the execution and 
delivery of this Agreement;

                        (c)     payment of the fees and Bank Expenses then due 
specified in Section 2.5 hereof, provided reasonably detailed invoices 
are received; and

                        (d)     such other documents, and completion of such 
other matters, as Banks may reasonably deem necessary or appropriate.

                3.2     Conditions Precedent to all Advances3.2 Conditions 
Precedent to all Advances.  The obligation of any Bank to make each 
Advance, including the initial Advance, is further subject to the 
following conditions:

                        (a)     timely receipt by Servicing Agent of the Loan 
Payment/Advance Request Form or LIBOR Rate Advance Request Form, as 
applicable, as provided in Section 2.1; and

                        (b)     the representations and warranties contained in 
Section 4 shall be true and correct in all material respects on and as 
of the date of such Loan Payment/Advance Request Form or LIBOR Rate 
Advance Request Form, as applicable, and on the effective date of each 
Advance as though made at and as of each such date (except to the extent 
they relate specifically to an earlier date, in which case such 
representations and warranties shall continue to have been true and 
accurate as of such date), and no Event of Default shall have occurred 
and be continuing, or would result from such Advance.

        The making of each Advance shall be deemed to be a representation 
and warranty by Borrower on the date of such Advance or Inventory 
Advance as to the accuracy of the facts referred to in this 
Section 3.2(b).

        4.      REPRESENTATIONS AND WARRANTIES4.        REPRESENTATIONS AND 
WARRANTIES

                Borrower represents and warrants as follows: 

                4.1     Due Organization and Qualification4.1   Due 
Organization and Qualification.  Borrower and each Subsidiary is a 
corporation duly existing and in good standing under the laws of its 
state of incorporation and qualified and licensed to do business in, and 
is in good standing in, any state in which the conduct of its business 
or its ownership of property requires that it be so qualified.

                4.2     Due Authorization; No Conflict4.2       Due
Authorization;  No Conflict.  The execution, delivery, and performance of
the Loan  Documents are within Borrower's powers, have been duly
authorized, and  are not in conflict with nor constitute a breach of any
provision  contained in Borrower's Certificate of Incorporation or Bylaws,
nor will  they constitute an event of default under any material agreement
to  which Borrower is a party or by which Borrower is bound.  Borrower is 
not in default under any agreement to which it is a party or by which it 
is bound, which default could have a Material Adverse Effect.

                4.3     No Prior Encumbrances4.3        No Prior Encumbrances.  
Borrower has good and indefeasible title to its property, free and clear 
of Liens, except for Permitted Liens.

                4.4     Name; Location of Chief Executive Office4.4     Name; 
Location of Chief Executive Office.  Borrower has not done business 
under any name other than that specified on the signature page hereof.  
The chief executive office of Borrower is located at the address 
indicated in Section 9 hereof.

                4.5     Litigation4.5   Litigation.  There are no actions or 
proceedings pending by or against Borrower or any Subsidiary before any 
court or administrative agency in which an adverse decision could have a 
Material Adverse Effect.  Borrower does not have knowledge of any such 
pending or threatened actions or proceedings.

                4.6     No Material Adverse Change in Financial Statements4.6
        No Material Adverse Change in Financial Statements.  All 
consolidated financial statements related to Borrower and any Subsidiary 
that have been delivered by Borrower to Bank fairly present in all 
material respects Borrower's consolidated financial condition as of the 
date thereof and Borrower's consolidated results of operations for the 
period then ended.  There has not been a material adverse change in the 
consolidated financial condition of Borrower since the date of the most 
recent of such financial statements submitted to Bank.

                4.7     Solvency4.7     Solvency.  The fair saleable value of 
Borrower's assets (including good will minus disposition costs) exceeds 
the fair value of its liabilities; Borrower is not left with 
unreasonably small capital after the transactions contemplated by this 
Agreement; and Borrower is able to pay its debts (including trade debts) 
as they mature.

                4.8     Regulatory Compliance4.8        Regulatory Compliance.  
Borrower and each Subsidiary has met the minimum funding requirements of 
ERISA with respect to any employee benefit plans subject to ERISA.  No 
event has occurred resulting from Borrower's failure to comply with 
ERISA that is reasonably likely to result in Borrower's incurring any 
liability that could have a Material Adverse Effect.  Borrower is not an 
"investment company" or a company "controlled" by an "investment 
company" within the meaning of the Investment Company Act of 1940.  
Borrower is not engaged principally, or as one of the important 
activities, in the business of extending credit for the purpose of 
purchasing or carrying margin stock (within the meaning of 
Regulations G, T and U of the Board of Governors of the Federal Reserve 
System).  Borrower has complied with all the provisions of the Federal 
Fair Labor Standards Act.  Borrower has not violated any statutes, laws, 
ordinances or rules applicable to it, violation of which could have a 
Material Adverse Effect.

                4.9     Environmental Condition4.9      Environmental
Condition.   None of Borrower's or any Subsidiary's properties or assets
has ever  been used by Borrower or any Subsidiary or, to the best of
Borrower's  knowledge, by previous owners or operators, in the disposal of,
or to  produce, store, handle, treat, release, or transport, any hazardous 
waste or hazardous substance other than in accordance with applicable  law;
to the best of Borrower's knowledge, none of Borrower's properties  or
assets has ever been designated or identified in any manner pursuant  to
any environmental protection statute as a hazardous waste or  hazardous
substance disposal site, or a candidate for closure pursuant  to any
environmental protection statute; no lien arising under any  environmental
protection statute has attached to any revenues or to any  real or personal
property owned by Borrower or any Subsidiary; and  neither Borrower nor any
Subsidiary has received a summons, citation,  notice, or directive from the
Environmental Protection Agency or any  other federal, state or other
governmental agency concerning any action  or omission by Borrower or any
Subsidiary resulting in the releasing, or  otherwise disposing of hazardous
waste or hazardous substances into the  environment.  


                4.10    Taxes4.10       Taxes.  Borrower and each
Subsidiary have filed or caused to be filed all tax returns required to be
filed, and  have paid, or have made adequate provision for the payment of,
all taxes  reflected therein.

                4.11    Subsidiaries4.11        Subsidiaries.  Borrower
does not own  any stock, partnership interest or other equity securities of
any  Person, except for Permitted Investments.

                4.12    Government Consents4.12 Government Consents.  Borrower 
and each Subsidiary have obtained all consents, approvals and 
authorizations of, made all declarations or filings with, and given all 
notices to, all governmental authorities that are necessary for the 
continued operation of their respective businesses as currently 
conducted.  

                4.13    Full Disclosure4.13     Full Disclosure.  No 
representation, warranty or other statement made by Borrower in any 
certificate or written statement furnished to Bank contains any untrue 
statement of a material fact or omits to state a material fact necessary 
in order to make the statements contained in  such certificates or 
statements not misleading (it being recognized by Bank, except as 
provided in Section 4.12, that the projections and forecasts provided by 
Borrower are not viewed as facts and that the actual results during the 
period or periods covered by any such projections or forecasts may 
differ from the projected or forecasted results).

        5.      AFFIRMATIVE COVENANTS5. AFFIRMATIVE COVENANTS

                Borrower covenants and agrees that, until payment in full of 
all outstanding Obligations, and for so long as a Bank may have any 
commitment to make an Advance hereunder, Borrower shall do all of the 
following:

                5.1     Good Standing5.1        Good Standing.  Borrower shall 
maintain its and each of its Subsidiaries' corporate existence and good 
standing in its jurisdiction of incorporation and maintain qualification 
in each jurisdiction in which the failure to so qualify could have a 
Material Adverse Effect.  Borrower shall maintain, and shall cause each 
of its Subsidiaries to maintain, in force all licenses, approvals and 
agreements, the loss of which could have a Material Adverse Effect.

                5.2     Government Compliance5.2        Government Compliance.  
Borrower shall meet, and shall cause each Subsidiary to meet, the 
minimum funding requirements of ERISA with respect to any employee 
benefit plans subject to ERISA.  Borrower shall comply, and shall cause 
each Subsidiary to comply, with all statutes, laws, ordinances and 
government rules and regulations to which it is subject, noncompliance 
with which could have a Material Adverse Effect.

                5.3     Financial Statements, Reports, Certificates5.3
        Financial Statements, Reports, Certificates.  Borrower shall 
deliver to Banks:  (a) within five (5) days upon becoming available or, 
if earlier, to the extent applicable, forty-five (45) days after the end 
of each fiscal quarter, copies of all statements, reports and notices 
sent or made available generally by Borrower to its security holders or 
to any holders of Subordinated Debt and all reports on Form 10-K and 10-
Q filed with the Securities and Exchange Commission; (b) as soon as 
available, but in any event within one hundred and twenty (120) days 
after the end of Borrower's fiscal year, audited consolidated financial 
statements of Borrower prepared in accordance with GAAP, consistently 
applied, together with an unqualified opinion on such financial 
statements of an independent certified public accounting firm reasonably 
acceptable to Bank; (c) promptly upon receipt of notice thereof, a 
report of any legal actions pending or threatened against Borrower or 
any Subsidiary that could result in damages or costs to Borrower or any 
Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; and 
(d) such budgets, sales projections, operating plans or other financial 
information as Bank may reasonably request from time to time.

        Borrower shall deliver to Banks with the quarterly financial 
statements a Compliance Certificate signed by a Responsible Officer in 
substantially the form of Exhibit C hereto.

                5.4     Inventory; Returns5.4   Inventory; Returns.  Borrower 
shall keep all Inventory in good and marketable condition, free from all 
material defects.  Returns and allowances, if any, as between Borrower 
and its account debtors shall be on the same basis and in accordance 
with the usual customary practices of Borrower, as they exist at the 
time of the execution and delivery of this Agreement.  Borrower shall 
promptly notify Servicing Agent of all returns and recoveries and of all 
disputes and claims, where the return, recovery, dispute or claim 
involves more than Two Million Dollars ($2,000,000).

                5.5     Taxes5.5        Taxes.  Borrower shall make, and shall 
cause each Subsidiary to make, due and timely payment or deposit of all 
material federal, state, and local taxes, assessments, or contributions 
required of it by law, and will execute and deliver to Banks, on demand, 
appropriate certificates attesting to the payment or deposit thereof; 
and Borrower will make, and will cause each Subsidiary to make, timely 
payment or deposit of all material tax payments and withholding taxes 
required of it by applicable laws, including, but not limited to, those 
laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, 
and federal income taxes, and will, upon request, furnish Banks with 
proof satisfactory to Banks indicating that Borrower or a Subsidiary has 
made such payments or deposits; provided that Borrower or a Subsidiary 
need not make any payment if the amount or validity of such payment is 
contested in good faith by appropriate proceedings and is reserved 
against (to the extent required by GAAP) by Borrower.

                5.6     Insurance5.6    Insurance.  Borrower, at its 
expense, shall keep its business insured against loss or damage by fire, 
theft, explosion, sprinklers, and all other hazards and risks, and in 
such amounts, as ordinarily insured against by other owners in similar 
businesses conducted in the locations where Borrower's business is 
conducted on the date hereof.  Borrower shall also maintain insurance 
relating to Borrower's ownership and use of its assets in amounts and of 
a type that are customary to businesses similar to Borrower's.

                5.7     Principal Depository5.7 Principal Depository.  
Borrower shall maintain its principal depository and operating accounts 
with SVB.

                5.8     Quick Ratio5.8  Quick Ratio.  Borrower shall 
maintain, as of the last day of each fiscal quarter,  a ratio of Quick 
Assets to Current Liabilities of at least 2.00 to 1.00.

                5.9     Debt-Tangible Net Worth Ratio5.9   
Debt-Tangible Net  Worth Ratio.  Borrower shall maintain, as of the last
day of each fiscal  quarter, a ratio of Total Liabilities less Subordinated
Debt to Tangible  Net Worth plus Subordinated Debt of not more than 1.00 to
1.00.

                5.10    Tangible Net Worth5.10  Tangible Net Worth.  Borrower 
shall maintain, as of the last day of each fiscal quarter, a Tangible 
Net Worth of not less than Seventy Million Dollars ($70,000,000), minus 
up to an aggregate amount of Fifteen Million Dollars (15,000,000) 
provided such amount is used to repurchase Borrower's capital stock in 
accordance with Section 6.6.

                5.11    Out-of-Debt5.11 Out-of-Debt.  Borrower shall, 
between the time of the date of the initial Advance hereunder and the 
Maturity Date, have repaid all outstanding Obligations hereunder for a 
period of thirty (30) consecutive days.

                5.12    Further Assurances5.12  Further Assurances.  At any 
time and from time to time Borrower shall execute and deliver such 
further instruments and take such further action as may reasonably be 
requested by Bank to effect the purposes of this Agreement.

        6.      NEGATIVE COVENANTS6.    NEGATIVE COVENANTS

                Borrower covenants and agrees that, without the prior 
written consent of Banks, which may be withheld in Banks' sole 
discretion, so long as any credit hereunder shall be available and until 
payment in full of the outstanding Obligations or for so long as a Bank 
may have any commitment to make any Advances, Borrower will not do any 
of the following:

                6.1     Dispositions6.1 Dispositions.  Convey, sell, lease, 
transfer or otherwise dispose of (collectively, a "Transfer"), or permit 
any of its Subsidiaries to Transfer, all or any part of its business or 
property, other than: (i) Transfers of Inventory in the ordinary course 
of business; (ii) Transfers of non-exclusive licenses and similar 
arrangements for the use of the property of Borrower or its 
Subsidiaries; (iii) Transfers of worn-out or obsolete Equipment, or 
Equipment financed by other vendors; (iv) Transfers which constitute 
liquidation of Investments permitted under Section 6.7; and (v) other 
Transfers not otherwise permitted by this Section 6.1 not exceeding One 
Million Dollars ($1,000,000) in the aggregate in any fiscal year.

                6.2     Change in Business6.2   Change in Business.  Engage in 
any business, or permit any of its Subsidiaries to engage in any 
business, other than the businesses currently engaged in by Borrower and 
any business substantially similar or related thereto (or incidental 
thereto), or suffer a material change in Borrower's ownership other than 
the sale of additional Common Stock of the Company.  Borrower will not, 
without thirty (30) days prior written notification to Banks, relocate 
its chief executive office.  

                6.3     Mergers or Acquisitions6.3      Mergers or
Acquisitions.   Merge or consolidate, or permit any of its Subsidiaries to
merge or  consolidate, with or into any other business organization, or
acquire,  or permit any of its Subsidiaries to acquire, all or
substantially all  of the capital stock or property of another Person where
the aggregate  consideration paid in any fiscal year with respect to such
mergers,  consolidations and acquisitions exceeds One Million Dollars 
($1,000,000); provided that this Section 6.3 shall not apply to (i) the 
purchase of inventory, equipment or intellectual property rights in any 
transaction valued at less than One Hundred Thousand Dollars ($100,000)  in
the ordinary course of business or (ii) transactions among  Subsidiaries or
among Borrower and its Subsidiaries in which Borrower is  the surviving
entity.

                6.4     Indebtedness6.4 Indebtedness.  Create, incur, assume 
or be or remain liable with respect to any Indebtedness, or permit any 
Subsidiary so to do, other than Permitted Indebtedness.

                6.5     Encumbrances6.5 Encumbrances.  Create, incur, assume 
or suffer to exist any Lien with respect to any of its property, or 
assign or otherwise convey any right to receive income, including the 
sale of any accounts receivable, or permit any of its Subsidiaries so to 
do, except for Permitted Liens.

                6.6     Distributions6.6        Distributions.  Pay any
dividends or  make any other distribution or payment on account of or in
redemption,  retirement or purchase of any capital stock; provided, that
(i) Borrower  may declare and make any dividend payment or other
distribution payable  in its equity securities, (ii) Borrower may convert
any of its  convertible securities into other securities pursuant to the
terms of  such convertible securities or otherwise in exchange therefor,
and  (iii) Borrower may repurchase stock in an aggregate amount not to
exceed  Fifteen Million Dollars ($15,000,000) for so long as an Event of
Default  has not occurred and will not exist after giving effect to such 
repurchase.

                6.7     Investments6.7  Investments.  Directly or indirectly 
acquire or own, or make any Investment in or to any Person, or permit 
any of its Subsidiaries so to do, other than Permitted Investments.

                6.8     Transactions with Affiliates6.8 Transactions with 
Affiliates.  Directly or indirectly enter into or permit to exist any 
material transaction with any Affiliate of Borrower except for 
transactions that are in the ordinary course of Borrower's business, 
upon fair and reasonable terms that are no less favorable to Borrower 
than would be obtained in an arm's length transaction with a non-
affiliated Person except for transactions with a Subsidiary that are 
upon fair and reasonable terms and transactions constituting Permitted 
Investments.

                6.9     Subordinated Debt6.9    Subordinated Debt.  Make any 
payment in respect of any Subordinated Debt, or permit any of its 
Subsidiaries to make any such payment, except in compliance with the 
terms of such Subordinated Debt, or amend any provision contained in any 
documentation relating to the Subordinated Debt without Banks' prior 
written consent.

                6.10    Compliance6.10  Compliance.  Become an "investment 
company" controlled by an "investment company," within the meaning of 
the Investment Company Act of 1940, or become principally engaged in, or 
undertake as one of its important activities, the business of extending 
credit for the purpose of purchasing or carrying margin stock, or use 
the proceeds of any Advance for such purpose.  Fail to meet the minimum 
funding requirements of ERISA, permit a Reportable Event or Prohibited 
Transaction, as defined in ERISA, to occur, fail to comply with the 
Federal Fair Labor Standards Act or violate any law or regulation, which 
violation could have a Material Adverse Effect, or permit any of its 
Subsidiaries to do any of the foregoing.

        7.      EVENTS OF DEFAULT7.     EVENTS OF DEFAULT

                Any one or more of the following events shall constitute an 
Event of Default by Borrower under this Agreement:

                7.1     Payment Default7.1      Payment Default.  If Borrower 
fails to pay the principal of, or any interest on, any Advances when due 
and payable; or fails to pay any portion of any other Obligations not 
constituting such principal or interest, including without limitation 
Bank Expenses, within thirty (30) days of receipt by Borrower of an 
invoice for such other Obligations;

                7.2     Covenant Default7.2     Covenant Default.  If Borrower 
fails to perform any obligation under Sections 5.7, 5.8, 5.9, 5.10 or 
5.11 or violates any of the covenants contained in Article 6 of this 
Agreement, or fails or neglects to perform, keep, or observe any other 
material term, provision, condition, covenant, or agreement contained in 
this Agreement, in any of the Loan Documents, or in any other present or 
future agreement between Borrower and a Bank and as to any default under 
such other term, provision, condition, covenant or agreement that can be 
cured, has failed to cure such default within ten (10) days after 
Borrower receives notice thereof or any officer of Borrower becomes 
aware thereof; provided, however, that if the default cannot by its 
nature be cured within the ten (10) day period or cannot after diligent 
attempts by Borrower be cured within such ten (10) day period, and such 
default is likely to be cured within a reasonable time, then Borrower 
shall have an additional reasonable period (which shall not in any case 
exceed thirty (30) days) to attempt to cure such default, and within 
such reasonable time period the failure to have cured such default shall 
not be deemed an Event of Default (provided that no Advances will be 
required to be made during such cure period);

                7.3     Material Adverse Change7.3      Material Adverse
Change.   If there occurs a material adverse change in Borrower's business
or  financial condition, or if there is a material impairment of the 
prospect of repayment of any portion of the Obligations;

                7.4     Attachment7.4   Attachment.  If any material portion 
of Borrower's assets is attached, seized, subjected to a writ or 
distress warrant, or is levied upon, or comes into the possession of any 
trustee, receiver or person acting in a similar capacity and such 
attachment, seizure, writ or distress warrant or levy has not been 
removed, discharged or rescinded within ten (10) days, or if Borrower is 
enjoined, restrained, or in any way prevented by court order from 
continuing to conduct all or any material part of its business affairs, 
or if a judgment or other claim becomes a lien or encumbrance upon any 
material portion of Borrower's assets, or if a notice of lien, levy, or 
assessment is filed of record with respect to any of Borrower's assets 
by the United States Government, or any department, agency, or 
instrumentality thereof, or by any state, county, municipal, or 
governmental agency, and the same is not paid within ten (10) days after 
Borrower receives notice thereof, provided that none of the foregoing 
shall constitute an Event of Default where such action or event is 
stayed or an adequate bond has been posted pending a good faith contest 
by Borrower (provided that no Advances will be required to be made 
during such cure period);

                7.5     Insolvency7.5   Insolvency.  If Borrower becomes 
insolvent, or if an Insolvency Proceeding is commenced by Borrower, or 
if an Insolvency Proceeding is commenced against Borrower and is not 
dismissed or stayed within thirty (30) days (provided that no Advances 
will be made prior to the dismissal of such Insolvency Proceeding);

                7.6     Other Agreements7.6     Other Agreements.  If there is 
a default in any agreement to which Borrower is a party with a third 
party or parties resulting in a right by such third party or parties, 
whether or not exercised, to accelerate the maturity of any Indebtedness 
in an amount in excess of Five Hundred Thousand Dollars ($500,000) or 
that could have a Material Adverse Effect;

                7.7     Subordinated Debt7.7    Subordinated Debt.  If 
Borrower makes any payment on account of Subordinated Debt, except to 
the extent such payment is allowed under any subordination agreement 
entered into with Bank;

                7.8     Judgments7.8    Judgments.  If a judgment or 
judgments for the payment of money in an amount, individually or in the 
aggregate, of at least Five Hundred Thousand Dollars ($500,000) shall be 
rendered against Borrower and shall remain unsatisfied and unstayed for 
a period of ten (10) days (provided that no Advances will be made prior 
to the satisfaction or stay of such judgment); or 

                7.9     Misrepresentations7.9   Misrepresentations.  If any 
material misrepresentation or material misstatement exists now or 
hereafter in any warranty or representation set forth herein or in any 
certificate delivered to Bank by any Responsible Officer pursuant to 
this Agreement or to induce Bank to enter into this Agreement or any 
other Loan Document.

        8.      BANK'S RIGHTS AND REMEDIES8.    BANK'S RIGHTS AND REMEDIES

                8.1     Rights and Remedies8.1  Rights and Remedies.  Upon the 
occurrence and during the continuance of an Event of Default, Bank may, 
at its election, without notice of its election and without demand, do 
any one or more of the following, all of which are authorized by 
Borrower:

                        (a)     Declare all Obligations, whether evidenced by 
this Agreement, by any of the other Loan Documents, or otherwise, 
immediately due and payable (provided that upon the occurrence of an 
Event of Default described in Section 7.5 all Obligations shall become 
immediately due and payable without any action by Bank);

                        (b)     Cease advancing money or extending credit to or 
for the benefit of Borrower under this Agreement or under any other 
agreement between Borrower and Bank; and

                        (c)     Demand that Borrower (i) deposit cash with Bank 
in an amount equal to the amount of any Letters of Credit remaining 
undrawn, as collateral security for the repayment of any future drawings 
under such Letters of Credit, and Borrower shall forthwith deposit and 
pay such amounts, and (ii) pay in advance all Letters of Credit fees 
scheduled to be paid or payable over the remaining term of the Letters 
of Credit;

                        (d)     Settle or adjust disputes and claims directly 
with account debtors for amounts, upon terms and in whatever order that 
Bank reasonably considers advisable;

                        (e)     Without notice to Borrower set off and apply to 
the Obligations any and all (i) balances and deposits of Borrower held 
by Bank, or (ii) indebtedness at any time owing to or for the credit or 
the account of Borrower held by Bank.

                8.2     Bank Expenses8.2        Bank Expenses.  If Borrower
fails to pay any amounts or furnish any required proof of payment due to
third  persons or entities, as required under the terms of this Agreement,
then  a Bank may do any or all of the following:  (a) make a payment of the
same or any parts thereof; (b) set up such reserves under the Revolving 
Facility as Banks deem necessary to protect Banks from the exposure 
created by such failure; or (c) obtain and maintain insurance policies  of
the type discussed in Section 6.6 of this Agreement, and take any  action
with respect to such policies as Bank deems prudent.  Any amounts  so paid
or deposited by a Bank shall constitute Bank Expenses, shall be 
immediately due and payable, and shall bear interest at the then 
applicable rate hereinabove provided.  Any payments made by a Bank shall 
not constitute an agreement by a Bank to make similar payments in the 
future or a waiver by a Bank of any Event of Default under this  Agreement.


                8.3     Remedies Cumulative8.3  Remedies Cumulative.  Banks' 
rights and remedies under this Agreement, the Loan Documents, and all 
other agreements shall be cumulative.  A Bank shall have all other 
rights and remedies not inconsistent herewith as provided under 
applicable law.  No exercise by a Bank of one right or remedy shall be 
deemed an election, and no waiver by a Bank of any Event of Default on 
Borrower's part shall be deemed a continuing waiver.  No delay by a Bank 
shall constitute a waiver, election, or acquiescence by it.  No waiver 
by a Bank shall be effective unless made in a written document signed on 
behalf of a Bank and then shall be effective only in the specific 
instance and for the specific purpose for which it was given.

                8.4     Demand; Protest8.4      Demand; Protest.  Subject to 
any requirement under other sections of this Agreement, Borrower waives 
demand, protest, notice of protest, notice of default or dishonor, 
notice of payment and nonpayment, notice of any default, nonpayment at 
maturity, release, compromise, settlement, extension, or renewal of 
accounts, documents, instruments, chattel paper, and guarantees at any 
time held by a Bank on which Borrower may in any way be liable.

        9.      NOTICES9.       NOTICES

                Unless otherwise provided in this Agreement, all notices or 
demands by any party relating to this Agreement or any other agreement 
entered into in connection herewith shall be in writing and (except for 
financial statements and other informational documents which may be sent 
by first-class mail, postage prepaid) shall be personally delivered or 
sent by a recognized overnight delivery service, certified mail, postage 
prepaid, return receipt requested, or by telefacsimile to Borrower or to 
a Bank, as the case may be, at its addresses set forth below:

        If to Borrower:         Centigram Communications Corporation
                                91 East Tasman Drive
                                San Jose, CA  95134
                                Attn:  Mr. Tom Brunton
                                FAX:  (408) 428-3732

        If to Servicing Agent   Silicon Valley Bank
        or SVB:         3003 Tasman Drive
                                Santa Clara, CA  95054
                                Attn:  Mr. Jeffrey Huhn
                                FAX:  (408) 748-9478

        If to BofH:             Bank of Hawaii
                                1850 North Central Avenue, Suite 400
                                Phoenix, AZ 85004
                                Attn:  Mr. Kenneth Loveless
                                FAX:  (602) 257-2235

        The parties hereto may change the address at which they are to 
receive notices hereunder, by notice in writing in the foregoing manner 
given to the other.

        10.     CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER10.   CHOICE OF 
LAW AND VENUE; JURY TRIAL WAIVER

                This Agreement shall be governed by, and construed in 
accordance with, the internal laws of the State of California, without 
regard to principles of conflicts of law.  Each of Borrower and Bank 
hereby submits to the exclusive jurisdiction of the state and Federal 
courts located in the County of Santa Clara, State of California.  
BORROWER AND BANK EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY 
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY 
OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, 
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL 
OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH PARTY RECOGNIZES AND AGREES 
THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO 
ENTER INTO THIS AGREEMENT.  EACH PARTY REPRESENTS AND WARRANTS THAT IT 
HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY 
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH 
LEGAL COUNSEL.

        11.     INTERCREDITOR PROVISIONS11.     INTERCREDITOR PROVISIONS

                11.1    Proportionate Interests11.1     Proportionate
Interests.   Except as otherwise provided in this Agreement, the rights,
interests,  and obligations of each Bank under this Agreement and the Loan
Documents  at any time shall be shared in the ratio of (a) the maximum
amount the  Bank has committed to advance as set forth on the signature
page signed  by the Bank to (b) the Committed Line.  Any reference in this
Agreement  or the Loan Documents to an allocation between or sharing by the
Banks  of any right, interest, or duty "ratably," "proportionally," "pro
rata,"  or in similar terms shall refer to this ratio.  No Bank is
obligated to  advance any funds in lieu of or for the account of the other
Bank if the  latter Bank fails to make such Advance.

                11.2    Designation of Service Agent11.2        Designation of 
Service Agent.  To facilitate the administration of this Agreement, SVB 
shall act as "Servicing Agent" for itself and BofH.  Servicing Agent 
shall have only such duties as are expressly set forth in this 
Agreement, or as otherwise agreed in writing by the Banks.  Servicing 
Agent shall be deemed to act on behalf of both Banks whenever Servicing 
Agent acts under this Agreement.

                11.3    No Agency11.3   No Agency.  EXCEPT AS SPECIFIED 
HEREIN, NEITHER BANK IS AN AGENT OF THE OTHER.  NEITHER BANK HAS ANY 
AUTHORITY TO ACT OR FAIL TO ACT FOR THE OTHER.  THE OBLIGATIONS OF EACH 
BANK HEREUNDER ARE SEVERAL.  NO BANK SHALL BE LIABLE FOR THE FAILURE OF 
ANY OTHER BANK TO PERFORM ITS OBLIGATIONS HEREUNDER.

                11.4    No Reliance11.4 No Reliance.  The provisions of this 
Article 11 are solely for the benefit of Banks in specifying their 
rights and obligations with respect to each other, and not for the 
benefit of any Borrower or its assigns or successors.

        12.     GENERAL PROVISIONS12.   GENERAL PROVISIONS

                12.1    Successors and Assigns12.1      Successors and Assigns. 
 This Agreement shall bind and inure to the benefit of the respective 
successors and permitted assigns of each of the parties; provided, 
however, that neither this Agreement nor any rights hereunder may be 
assigned by Borrower without Banks' prior written consent, which consent 
may be granted or withheld in Bank's sole discretion.  Banks shall have 
the right without the consent of or notice to Borrower to sell, 
transfer, negotiate, or grant participation in all or any part of, or 
any interest in, Banks' obligations, rights and benefits hereunder.

                12.2    Indemnification12.2     Indemnification.  Borrower 
shall defend, indemnify and hold harmless each Bank and its officers, 
employees, and agents against (a) all obligations, demands, claims, and 
liabilities claimed or asserted by any other party in connection with 
the transactions contemplated by this Agreement, and (b) all losses or 
Bank Expenses in any way suffered, incurred, or paid by a Bank as a 
result of, or in any way arising out of, following, or consequential to, 
transactions between such Bank and Borrower, whether under this 
Agreement or otherwise, (including without limitation reasonable 
attorneys fees and expenses), except for losses caused by such Bank's 
gross negligence or willful misconduct.

                12.3    Time of Essence12.3     Time of Essence.  Time is of 
the essence for the performance of all obligations set forth in this 
Agreement.

                12.4    Severability of Provisions12.4  Severability of 
Provisions.  Each provision of this Agreement shall be severable from 
every other provision of this Agreement for the purpose of determining 
the legal enforceability of any specific provision.

                12.5    Amendments in Writing, Integration12.5  Amendments 
in Writing, Integration.  This Agreement cannot be amended or terminated 
orally.  All prior agreements, understandings, representations, 
warranties, and negotiations between the parties hereto with respect to 
the subject matter of this Agreement, if any, are merged into this 
Agreement and the Loan Documents.

                12.6    Effect of Amendment and Restatement12.6 Effect of 
Amendment and Restatement.  This Agreement is intended to and does 
completely amend and restate, without novation, the Original Loan 
Documents.  

                12.7    Counterparts12.7        Counterparts.  This
Agreement may be  executed in any number of counterparts and by different
parties on  separate counterparts, each of which, when executed and
delivered, shall  be deemed to be an original, and all of which, when taken
together,  shall constitute but one and the same Agreement.

                12.8    Survival12.8    Survival.  All covenants, 
representations and warranties made in this Agreement shall continue in 
full force and effect so long as any Obligations (excluding Obligations 
under Section 2.6 and 12.2 to the extent they remain inchoate at the 
time the outstanding payment Obligations are paid in full) remain 
outstanding.  The obligations of Borrower to indemnify a Bank with 
respect to the expenses, damages, losses, costs and liabilities 
described in Section 12.2 shall survive until all applicable statute of 
limitations periods with respect to actions that may be brought against 
such Bank have run.

                12.9    Confidentiality12.9     Confidentiality.  In handling 
any confidential information each Bank shall exercise the same degree of 
care that it exercises with respect to its own proprietary information 
of the same types to maintain the confidentiality of any non-public 
information thereby received or received pursuant to this Agreement 
except that disclosure of such information may be made (i) to the 
subsidiaries or affiliates of Bank in connection with their present or 
prospective business relations with Borrower, (ii) to prospective 
transferees or purchasers of any interest in the Advances, provided that 
they have entered into a comparable confidentiality agreement in favor 
of Borrower and have delivered a copy to Borrower, (iii) as required by 
law, regulations, rule or order, subpoena, judicial order or similar 
order (iv) as may be required in connection with the examination, audit 
or similar investigation of Bank and (v) as Bank may deem appropriate in 
the exercise of its remedies under this Agreement.  Confidential 
information hereunder shall not include information that either: (a) is 
in the public domain or in the knowledge or possession of Bank when 
disclosed to Bank, or becomes part of the public domain after disclosure 
to Bank through no fault of Bank; or (b) is disclosed to Bank by a third 
party, provided Bank does not have actual knowledge that such third 
party is prohibited from disclosing such information.  Notwithstanding 
any provision of this Agreement to the contrary, neither Borrower nor 
any of its Subsidiaries will be required to disclose, permit the 
inspection, examination, copying or making extracts of, or discussions 
of:  any document, information or other matter (i) prior to the 
occurrence of an Event of Default that constitutes non-financial trade 
secrets or non-financial proprietary information (provided that the 
terms of agreements that generate Accounts shall not be deemed to be 
"non-financial trade secrets or non-financial proprietary information"), 
or (ii) in respect to which disclosure to Bank (or designated 
representative) is then prohibited by (a) law, or (b) an agreement 
binding upon Borrower or any Subsidiary that was not entered into by 
Borrower or such Subsidiary for the primary purpose of concealing 
information from Bank.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be executed as of the date first above written.

                                CENTIGRAM COMMUNICATIONS  CORPORATION



                                                        By:


                                                        Title:




                                                        SILICON VALLEY BANK


                                                        By:


                                                        Title:


                               Maximum Commitment Amount:   $10,000,000


                                                        BANK OF HAWAII


                                                        By:


                                                        Title:


                               Maximum Commitment Amount:   $10,000,000


        EXHIBIT A

        LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM

        DEADLINE FOR SAME DAY PROCESSING IS 3:00 P.M. PACIFIC TIME

TO:  CENTRAL CLIENT SERVICE DIVISION                    DATE:   

FAX#:  (408) 496-2426                           TIME:   


FROM:    Centigram Communications Corporation   
                                                CLIENT NAME (BORROWER)
REQUESTED BY:   
                                                AUTHORIZED SIGNER'S NAME
AUTHORIZED SIGNATURE:   

PHONE NUMBER:   

FROM ACCOUNT #                                        TO ACCOUNT #      

REQUESTED TRANSACTION TYPE                      REQUEST DOLLAR AMOUNT

PRINCIPAL INCREASE (ADVANCE)            $       
PRINCIPAL PAYMENT (ONLY)                        $       
INTEREST PAYMENT (ONLY)                 $       
PRINCIPAL AND INTEREST (PAYMENT)        $       
OTHER INSTRUCTIONS:     


All representations and warranties of Borrower stated in the Amended and
Restated Loan  Agreement are true, correct and complete in all material
respects as of the date of the  telephone request for an Advance confirmed
by this Loan Payment/Advance Form; provided,  however, that those
representations and warranties expressly referring to another date  shall
be true, correct and complete in all material respects as of such date.  



        BANK USE ONLY
TELEPHONE REQUEST:  

The following person is authorized to request the loan payment
transfer/loan advance on  the advance designated account and is known to
me.  

                Authorized Requester                     Phone #


                Received By (Bank)                       Phone #


            Authorized Signature (Bank)



        EXHIBIT B-1

        LIBOR RATE ADVANCE REQUEST FORM

        The undersigned hereby certifies as follows:

        I,                             , am the duly elected and acting 
                             of Centigram Communications Corporation 
("Borrower").

        This certificate is delivered to Silicon Valley Bank, as Servicing 
Agent, pursuant to Section 2 of that certain Amended and Restated Loan 
Agreement by and between Borrower and Banks (the "Agreement").  The 
terms used in this LIBOR Rate Advance Request Form that are defined in 
the Agreement have the same meaning herein as ascribed to them therein.

        Borrower hereby requests a LIBOR Rate Advance as follows:

        (a)     The date on which the Advance is to be made is 
                            , 19    .

        (b)     The amount of the Advance is to be 
                             ($              ), in the form of a LIBOR 
Rate Advance for an Interest Period of                months.

        All representations and warranties of Borrower stated in the 
Agreement are true, correct and complete in all material respects as of 
the date of this request for a loan; provided, however, that those 
representations and warranties expressly referring to another date shall 
be true, correct and complete in all material respects as of such date.

        IN WITNESS WHEREOF, this LIBOR Rate Advance Request Form is 
executed by the undersigned as of this                day of 
                            , 19    .

        CENTIGRAM COMMUNICATIONS 
CORPORATION


        By:     

        Title:  
For Internal Bank Use Only

LIBOR Pricing 
Date
LIBOR Rate
LIBOR Rate 
Variance
Maturity Date


    %



        EXHIBIT B-2


        LIBOR RATE CONVERSION/CONTINUATION CERTIFICATE

        The undersigned hereby certifies as follows:

        I,                             , am the duly elected and acting 
                             of Centigram Communications Corporation 
("Borrower").

        This certificate is delivered to Silicon Valley Bank, as Servicing 
Agent, pursuant to Section 2 of that certain Amended and Restated Loan 
Agreement by and between Borrower and Banks (the "Agreement").  The 
terms used in this LIBOR Rate Conversion/Continuation Certificate that 
are defined in the Agreement have the same meaning herein as ascribed to 
them therein.

        Borrower hereby requests on                             , 19     a 
LIBOR Rate Advance (the "Advance") as follows:

        (a)             (i)     A rate conversion of an existing Prime Rate 
Advance from a Prime Rate Advance to a LIBOR 
Rate Advance; or
                        (ii)    A continuation of an existing LIBOR Rate
Advance as a LIBOR Rate Advance.

                                [Check (i) or (ii) above]

        (b)     The date on which the Advance is to be made is 
                            , 19    .

        (c)     The amount of the Advance is to be 
                             ($              ), for an Interest Period 
of                month(s).

        All representations and warranties of Borrower stated in the 
Agreement are true, correct and complete in all material respects as of 
the date of this request for a loan; provided, however, that those 
representations and warranties expressly referring to another date shall 
be true, correct and complete in all material respects as of such date.

        IN WITNESS WHEREOF, this LIBOR Rate Conversion/Continuation 
Certificate is executed by the undersigned as of this                day 
of                             , 19    .

        CENTIGRAM COMMUNICATIONS 
CORPORATION


        By:     

        Title:  
For Internal Bank Use Only

LIBOR Pricing 
Date
LIBOR Rate
LIBOR Rate 
Variance
Maturity Date


    %



        EXHIBIT C
        COMPLIANCE CERTIFICATE

TO:             SILICON VALLEY BANK, BANK OF HAWAII

FROM:   CENTIGRAM COMMUNICATIONS CORPORATION

        The undersigned authorized officer of Centigram Communications 
Corporation hereby certifies that in accordance with the terms and 
conditions of the Amended and Restated Loan Agreement between Borrower 
and Banks (the "Agreement"), (i) Borrower is in complete compliance for 
the period ending                with all required covenants except as 
noted below and (ii) all representations and warranties of Borrower 
stated in the Agreement are true and correct in all material respects as 
of the date hereof.  Attached herewith are the required documents 
supporting the above certification.  The Officer further certifies that 
these are prepared in accordance with Generally Accepted Accounting 
Principles (GAAP) and are consistently applied from one period to the 
next except as explained in an accompanying letter or footnotes.

        Please indicate compliance status by circling Yes/No under "Complies" 
column.

        Reporting Covenant      Required                Complies

 Quarterly financial statements  Quarterly within 45 days        Yes     No
        Annual (CPA Audited)    FYE within 120 days             Yes     No

        Financial Covenant      Required        Actual  Complies

        Maintain on a Quarterly Basis:
          Minimum Quick Ratio   2.00:1.00       _____:1.0       Yes     No
          Minimum Tangible Net Worth    $70,000,000*    $_______  Yes     No
          Maximum Debt/Tangible Net Worth  1.00:1.00  ____:1.0    Yes     No
                        30 consecutive days during 
term
   Out of Debt      after first Advance     _________       Yes     No

* Minus up to aggregate of $15,000,000 utilized for stock repurchases.


        BANK USE ONLY

 Received by:     
                AUTHORIZED SIGNER

 Date:    

 Verified:        
                AUTHORIZED SIGNER

 Date:    

 Compliance Status:     Yes     No   



Comments Regarding Exceptions:  See Attached.


Sincerely,


SIGNATURE


TITLE


DATE

        DISBURSEMENT REQUEST AND AUTHORIZATION

Borrower:       Centigram 
Communications Corporation      Banks:
        Silicon Valley Bank
                        Bank 
of Hawaii



LOAN TYPE.  This is a variable rate, revolving line of credit of a 
principal amount up to $20,000,000.

PRIMARY PURPOSE OF LOAN.  The primary purpose of this loan is for 
business.

SPECIFIC PURPOSE.  The specific purpose of this loan is:  Short Term 
Working Capital.

DISBURSEMENT INSTRUCTIONS.  Borrower understands that no loan proceeds 
will be disbursed until all of Bank's conditions for making the loan 
have been satisfied.  Please disburse the loan proceeds as follows:


        Revolving Line

        Amount paid to Borrower directly:               $        
        Undisbursed Funds               $        

        Principal                               $        

CHARGES PAID IN CASH.  Borrower has paid or will pay in cash as agreed 
the following charges:

        Charges Paid in Cash:
                $27,500 Loan Fee
                $TBD    Outside Counsel Fees and Expenses (Estimate)
                $TBD    UCC Search Fee
                $TBD    UCC Filing Fee

        Total Charges Paid in Cash              $        

AUTOMATIC PAYMENTS.  Borrower hereby authorizes Bank automatically to 
deduct from Borrower's account numbered                the amount of any 
loan payment.  If the funds in the account are insufficient to cover any 
payment, Bank shall not be obligated to advance funds to cover the 
payment.

FINANCIAL CONDITION.  BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS 
AND WARRANTS TO BANK THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND 
CORRECT AND THAT THERE HAS BEEN NO ADVERSE CHANGE IN BORROWER'S 
FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL 
STATEMENT TO BANK.  THIS AUTHORIZATION IS DATED AS OF APRIL 30, 1997.

BORROWER:

CENTIGRAM COMMUNICATIONS CORPORATION



Authorized Officer



        CORPORATE RESOLUTIONS TO BORROW




Borrower:       CENTIGRAM COMMUNICATIONS CORPORATION 



        I, the undersigned Secretary or Assistant Secretary of Centigram 
Communications Corporation (the "Corporation"), HEREBY CERTIFY that the 
Corporation is organized and existing under and by virtue of the laws of 
the State of Delaware.

        I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are 
true and complete copies of the Certificate of Incorporation and Bylaws 
of the Corporation, each of which is in full force and effect on the 
date hereof.

        I FURTHER CERTIFY that at a meeting of the Directors of the 
Corporation duly called and held, at which a quorum was present and 
voting (or by other duly authorized corporate action in lieu of a 
meeting), the following resolutions were adopted.

        BE IT RESOLVED, that any one (1) of the following named officers, 
employees, or agents of this Corporation, whose actual signatures are 
shown below:

NAMES                POSITIONS                               ACTUAL 
SIGNATURES



acting for an on behalf of this Corporation and as its act and deed be, 
and they hereby are, authorized and empowered:

        Borrow Money.  To borrow from time to time from Silicon Valley 
Bank and Bank of Hawaii ("Banks"), on such terms as may be agreed upon 
between the officers, employees, or agents and Banks, such sum or sums 
of money as in their judgment should be borrowed, without limitation, 
including such sums as are specified in that certain Amended and 
Restated Loan Agreement dated as of April 30, 1997 (the "Loan 
Agreement").

        Execute Notes.  To execute and deliver to Banks the Loan 
Agreement and extensions, modifications, refinancings, consolidations, 
or substitutions for the Loan Agreement.

        Negotiate Items.  To draw, endorse, and discount with Banks all 
drafts, trade acceptances, promissory notes, or other evidences of 
indebtedness payable to or belonging to the Corporation or in which the 
Corporation may have an interest, and either to receive cash for the 
same or to cause such proceeds to be credited to the account of the 
Corporation with Banks, or to cause such other disposition of the 
proceeds derived therefrom as they may deem advisable.

        Letters of Credit; Foreign Exchange.  To execute letters of 
credit applications, foreign exchange agreements and other related 
documents pertaining to Banks' issuance of letters of credit and foreign 
exchange contracts.

        Further Acts.  In the case of lines of credit, to designate 
additional or alternate individuals as being authorized to request 
advances thereunder, and in all cases, to do and perform such other acts 
and things, to pay any and all fees and costs, and to execute and 
deliver such other documents and agreements as they may in their 
discretion deem reasonably necessary or proper in order to carry into 
effect the provisions of these Resolutions.

        BE IT FURTHER RESOLVED, that any and all acts authorized pursuant 
to these resolutions and performed prior to the passage of these 
resolutions are hereby ratified and approved, that these Resolutions 
shall remain in full force and effect and Banks may rely on these 
Resolutions until written notice of their revocation shall have been 
delivered to and received by Banks.  Any such notice shall not affect 
any of the Corporation's agreements or commitments in effect at the time 
notice is given.

        I FURTHER CERTIFY that the officers, employees, and agents named 
above are duly elected, appointed, or employed by or for the 
Corporation, as the case may be, and occupy the positions set forth 
opposite their respective names; that the foregoing Resolutions now 
stand of record on the books of the Corporation; and that the 
Resolutions are in full force and effect and have not been modified or 
revoked in any manner whatsoever.

        IN WITNESS WHEREOF, I have hereunto set my hand on April 30, 1997 
and attest that the signatures set opposite the names listed above are 
their genuine signatures.


        CERTIFIED TO AND 
ATTESTED BY:


        X 



Attachment 1 - Certificate of Incorporation
Attachment 2 - ByLaws