LOAN AND SECURITY AGREEMENT

                                            Exhibit 10.1                      

LOAN AND SECURITY AGREEMENT
                                  
This Loan and Security Agreement (this "Agreement") is entered into   as
of   the   Effective Date set forth on Schedule A by and between   Halifax
Corporation   of   Virginia,   a   Virginia Corporation   ("Borrower"),   and
Textron   Financial   Corporation ("Lender").   All   terms   used   in   this
Agreement and defined in the Uniform Commercial Code as in effect   from
time   to   time   in Oregon (the "UCC") and not otherwise defined   herein
shall   have the meanings assigned to such terms in the UCC.   References
to   a   "person"   in this Agreement are not limited to individuals,   but
also   include any corporation, partnership, limited liability   company,
trust   or any other entity. References to "including" in this Agreement
shall not be construed to be limited but shall mean "including, but not
limited to" or "including, without limitation."

In   reliance   upon   the representations, warranties   and   covenants   of
Borrower   set forth in this Agreement, Lender agrees with   Borrower   as
follows:

1.    LOANS, RENEWAL AND TERMINATION
 
  Lender,   subject   to   the terms and conditions   hereof,   will   extend
credit to Borrower up to the Credit Limit set forth on Schedule A under
a    revolving   credit   facility   (the   "Credit   Facility").     Borrower
unconditionally promises to pay when due the principal   amount   of   all
Revolving   Loans   (defined in Section 1.1), and all   other   Obligations
(defined in Section 1.7) incurred by it in accordance with the terms of
this Agreement.

  1.1. Revolving Credit Facility.   Provided that there has not been   an
Event   of   Default   on the part of Borrower under   this   Agreement   and
Borrower's financial condition and business prospects are acceptable to
Lender,   Lender   will,   subject to the terms   and   conditions   of   this
Agreement,   make   loans   to   Borrower (the   "Revolving   Loans")   in   an
aggregate   amount at any time outstanding not to exceed   the   Borrowing
Base   (as defined in this Section).   The Borrowing Base shall be   equal
to   the   lesser of:   (a) the Credit Limit set forth on Schedule   A;   or
(b) the sum of:   (i) up to the Eligible Accounts Advance Rate set forth
on   Schedule A of the aggregate amount of Eligible Accounts (as defined
in   Section   1.2) and (ii) up to the Eligible Pre-Billed Accounts   Rate
set   forth   on   Schedule A of the aggregate amount    of   Eligible   Pre-
Billed Accounts (as defined in Section 1.3), in an amount not to exceed
the   Eligible   Pre-Billed Accounts Sublimit set forth   on   Schedule   A.
Lender may establish such reserves against the Borrowing Base as Lender
determines   in   its   sole discretion are necessary to   reflect   events,
conditions,   contingencies or risks which may affect the Collateral   or
the   financial   condition of Borrower.   In the event Lender   determines
that   Borrower's   Dilution (as defined below) at any time   exceeds   the
Maximum   Dilution Percentage set forth on Schedule A, Lender may,   upon
notice   to Borrower, reduce the Eligible Accounts Advance Rate to   such
lesser   amount   as   Lender   determines in   its   sole   credit   judgment.
"Dilution"   means, for any period, the percentage obtained by   dividing
(i)   the sum of non-cash credits against Accounts of Borrower for   such
period by (ii) total invoiced sales of Borrower for such period.

1.2. Eligible Accounts.   "Eligible Accounts" is that portion of
Borrower's Accounts (and shall not include Instruments, Chattel Paper
or General Intangibles) arising from the sale and delivery of Inventory
or from services rendered by Borrower in the ordinary course of
Borrower's business that Lender determines, in Lender's sole
discretion, is to be included in the calculation of the Borrowing Base.
An Account shall not be an Eligible Account unless such Account:
(i) is subject to Lender's perfected first priority security interest
and no other encumbrance, claim, assignment, levy, subrogation right,
lien or other security interest; (ii) is evidenced by an invoice or
other evidence satisfactory to Lender; (iii) is unconditionally due and
payable in U.S. dollars; and (iv) conforms to the warranties regarding
Accounts contained in this Agreement.   Without limiting Lender's
absolute discretion, the following Accounts will not be Eligible
Accounts:   (a) Accounts that are unpaid more than sixty (60) days from
their respective original due dates; (b) Accounts that are unpaid more
than ninety (90) days from their respective original invoice dates;
(c) Accounts relating to any Account Debtor, or affiliated group of
Account Debtors, for which 50% or more of the dollar amount of such
Accounts are not Eligible Accounts pursuant to clause (a) above or are
unpaid more than sixty (60) days from their respective original invoice
dates; (d) Except to the extent otherwise permitted with respect to
Account Debtors listed in Schedule 1.2 attached hereto (as such
schedule may be amended from time to time by a writing signed by
Lender), Accounts owed by an Account Debtor, or affiliated group of
Account Debtors, which is obligated to Borrower respecting Accounts,
the aggregate unpaid balance of which exceeds the lesser of $500,000 or
the Maximum Concentration Percentage set forth on Schedule A of the
aggregate unpaid balance of all otherwise Eligible Accounts owed to
Borrower at such time by all of Borrower's Account Debtors, but only to
the extent of such excess; (e) Accounts owed by an Account Debtor to
which Borrower is indebted in any way, or which is subject to any
contra account or any right of setoff or recoupment by the Account
Debtor; (f) Accounts relating to any Account Debtor who has, or claims
to have, any defense, right of set-off or counterclaim; (g) Accounts
relating to any Account Debtor located outside of the United States of
America, unless such Accounts are supported by security acceptable to
Lender, or to any Account Debtor located in any state requiring that
Borrower qualify to do business in such state or file a Notice of
Business Activities Report or similar document in order to bring suit
or otherwise enforce its remedies against such Account Debtor in the
courts or through any judicial process of such state, unless Borrower
has qualified to do business in such state, has properly filed a Notice
of Business Activities Report or similar document as appropriate for
the then applicable year, or is exempt from such filing requirement;
(h) Accounts for which the Account Debtor is an employee, agent, owner,
partner or shareholder of Borrower (an "Interested Party") or for which
the Account Debtor controls, is controlled by, or is under common
control with Borrower or an Owner of Borrower (a "Borrower Affiliate");
(i) Accounts for which the Account Debtor is the government of the
United States of America, any state, or any political subdivision of
either of the foregoing, unless Borrower assigns its right to payment
of such Accounts to Lender in compliance with the provisions of the
Assignment of Claims Act of 1940 (the "ACA") or any other applicable
laws and the governmental entity acknowledges such assignment in
writing; (j) Accounts arising from the sale of Goods or rendition of
services by Borrower to any Account Debtor purchasing such Goods or
services primarily for personal, family or household purposes, or on a
sale or return or other conditional basis; (k) Accounts for which the
Account Debtor's financial condition is unsatisfactory to Lender or for
which the Account Debtor is the subject of bankruptcy, insolvency,
receivership or other similar proceedings; (l) Accounts that (i) arise
from uncompleted performance on the part of Borrower, (ii) constitute
progress billings, advance billings, any retention amount or retainage,
(iii) are a guaranteed sale, a sale and return, or other repurchase or
return basis; (iv) are a "bill and hold" or involve a sale of Goods,
and all such Goods have not been lawfully shipped and invoiced to the
Account Debtor (or if requested by Lender, copies of all invoices,
together with all shipping documents and delivery receipts evidencing
such shipment have not been delivered to Lender) or (v) arise from an
Account Debtor to whom Goods or services are provided on a "cash on
delivery" or C.O.D. basis;   (m) Accounts that Lender believes are, or
will be, impaired as the result of actual or potential liens, claims or
other risks; or (n) Accounts for which the Virginia Department of
Transportation is the Account Debtor.

1.3. Eligible Pre-Billed Accounts. "Eligible Pre-Billed Accounts" is
that portion of Borrower's Accounts arising from invoices for services
to be performed during the 30-day period following the invoice date
which (except for the fact that performance is uncompleted) would
otherwise be considered an Eligible Account.

1.4. Requests for Revolving Loans.   Borrower may, from time to time,
request Revolving Loans in an amount which, when added to the amount of
outstanding Revolving Loans, does not exceed the lesser of (i) the
Revolving Credit Limit less Reserves, or (ii) the Borrowing Base less
Reserves.   Any such request shall be made by an authorized employee of
Borrower and shall be accompanied by a borrowing base certificate.
Borrower shall make no more than 1 request for Revolving Loans per
business day.   Lender shall process such requests on the same business
day if received before 10:00 a.m. (Portland, Oregon time) and on the
next business day if received after 10:00 a.m. (Portland, Oregon time).
Borrower shall reimburse Lender for and hold Lender harmless from any
loss or expense which Lender may sustain or incur as a consequence of
the failure of Borrower to borrow Revolving Loans after Borrower has
given (or is deemed to have given) notice thereof to Lender, including
any such loss or expense arising from the liquidation or re-employment
of funds obtained by Lender to maintain the Revolving Loans or from
fees payable to terminate the deposits from which such funds were
obtained.

1.5. Intentionally Deleted.

1.6. Payment of Interest and Principal.   Interest shall accrue on the
outstanding principal balance of the Revolving Loans at a variable
rate, adjusted daily, equal to the Interest Rate set forth on
Schedule A.   All interest accrued on the outstanding principal balance
of the Revolving Loans shall be calculated on the basis of a year of
360 days and the actual number of days elapsed in each month.   Borrower
shall pay accrued interest monthly, in arrears, on the first day of the
month following the month in which such interest accrues.   Accrued
interest, and the fees described in Section 2 hereof, will be added to
the unpaid principal amount of the   Revolving Loans on the day such
amounts are due to the extent permitted by law, unless Lender elects to
invoice Borrower for such amounts.   Immediately upon the occurrence of
an Event of Default on the part of Borrower under this Agreement and
for so long as such default continues, Borrower shall pay interest on
the unpaid principal balance of the Revolving Loans at a rate of
interest equal to the Default Interest Rate set forth on Schedule A.
Borrower promises to and shall pay all the outstanding principal amount
of all Revolving Loans and all other Obligations (defined in Section
1.7 below) on the date that the Credit Facility is terminated under
Section 1.8 or 10.2 of this Agreement.   Notwithstanding the outstanding
balance of Borrower's Revolving Loans or the actual interest due on the
unpaid principal balance thereof, Borrower shall pay a minimum interest
charge each month on the Revolving Loans equal to the Minimum Monthly
Interest Charge set forth on Schedule A.

1.7. Allocation of Payments and Limit of Interest.   All revenues,
payments and collections received by Lender from or on behalf of
Borrower or from the Collateral shall be applied to the Obligations (as
defined below) under this Agreement and/or under the terms of any other
agreements between Borrower and Lender or its affiliates (the "Other
Agreements"), in such manner as Lender shall determine in Lender's sole
discretion.   "Obligations" means all Revolving Loans, advances,
indebtedness, principal, interest (including any interest that but for
the provision of Title 11 of the United States Code (as in effect from
time to time, the "Bankruptcy Code") would have accrued), contingent
obligations, obligations, fees, charges, costs, expenses,
indemnification obligations, lease payments and liabilities owing, or
due or payable by Borrower or any guarantor of the Obligations or any
person granting security for the Obligations to Lender or its
affiliates of any kind or nature, present or future, whether or not
evidenced by any note, draft, letter of credit, guaranty, instrument or
document and whether arising under this Agreement or any other Loan
Document (as defined in Section 6.1) or any Other Agreement, whether
direct or indirect, acquired by assignment or otherwise, absolute or
contingent, liquidated or unliquidated, due or to become due, now
existing or arising hereafter and however acquired or incurred,
(including late charges, collection costs, attorneys' fees and other
amounts chargeable under this Agreement, any other Loan Document or any
Other Agreement), and any and all amendments, extensions, or other
modifications thereof and therefore, both prior to and subsequent to
any bankruptcy or other insolvency proceedings.   It is the intention of
Lender not to charge interest pursuant to this Agreement the other Loan
Documents or the Other Agreements at a rate in excess of the highest
rate permitted by applicable law.   In making such determination,
interest on any outstanding principal balance shall be spread over the
entire period that such principal balance is outstanding.   Any interest
charges paid by Borrower to Lender in excess of the highest rate
permitted by applicable law shall be applied to reduce the principal
amount outstanding under the Revolving Loans and/or other amounts owing
under this Agreement the other Loan Documents or the Other Agreements.
After such application, any remaining excess shall be refunded to
Borrower.

1.8. Renewal and Termination.   The Credit Facility is for the Initial
Term set forth on Schedule A and will be automatically renewed for
additional one year periods (each, a "Renewal Term"), unless terminated
by Lender or Borrower in accordance with the terms of this Section.
Borrower may terminate the Credit Facility, effective at the end of the
Initial Term or any Renewal Term, by giving written notice of such
termination to Lender at least ninety (90) days prior to the end of the
relevant term.   Lender may terminate the Credit Facility:   (i) at the
expiration of the Initial Term or at the end of each Renewal Term by
giving written notice of such termination to Borrower at least sixty
(60) days prior to the effective date of such termination; and (ii) at
any time during the existence of an Event of Default.   Borrower agrees
that sixty (60) days is a commercially reasonable period for Borrower
to find an alternate source of financing for its business.
Notwithstanding the foregoing, Borrower may terminate the Credit
Facility in connection with Borrower's prepayment of the entire
principal balance of the Revolving Loans, provided that Borrower pays
the Early Termination Fee described in Section 2.5 (subject to the
provisions of this Agreement that survive such termination).   In the
event of any termination of the Credit Facility, Borrower shall be
required to pay in full in cash, no later than the effective date of
such termination, the Revolving Loans and all other Obligations owing
to Lender pursuant to this Agreement, the other Loan Documents and the
Other Agreements.   Notwithstanding the payment in full of the Revolving
Loans, all accrued and unpaid interest and fees, any early termination
fee, and all other Obligations outstanding, Lender shall not be
required to terminate its security interests against the Collateral
unless, with respect to any loss or damage Lender may incur as a result
of dishonored checks or other items of payment received by Lender from
Borrower or any Account Debtor and applied to the Obligations, Lender
shall (i) have received a written agreement, executed by Borrower and
by any new lender whose loans or other advances to Borrower are used in
whole or in part to satisfy the Obligations, indemnifying Lender from
any such loss or damage; or (ii) have retained such monetary reserves
and its security interest for such period of time as Lender, in its
reasonable discretion, may deem necessary to protect Lender from any
such loss or damage.

1.9. Intentionally Deleted.

2.    FEES
 
  2.1.   Monthly   Servicing Fee.   Borrower agrees to pay to   Lender   the
Monthly Servicing Fee set forth on Schedule A for each month or partial
month   during   the term of this Agreement.   Such Monthly Servicing   Fee
shall be payable on the first day of each month during the term of this
Agreement, including any and all renewal terms.   The Monthly   Servicing
Fee shall be earned by Lender, in full, on the due dates therefore.

2.2. Credit Facility Fees.   In order to induce Lender to enter into
this Agreement and to consider Borrower's requests for Revolving Loans,
Borrower agrees to pay to Lender the Credit Facility Fees set forth on
Schedule A.   The Credit Facility Fees shall be earned by Lender, in
full, on the due dates therefore.

2.3. Field Examination Fee.   For each field examination of the books,
records, inventory or other assets of Borrower performed by one or more
employees or agents of Lender, Borrower shall pay to Lender a field
examination fee set forth in Schedule A (the "Field Examination Fee").
Lender may perform field examinations once each quarter, unless an
Event of Default (as defined in Section 10.1) has occurred, in which
case the frequency of Lender's field examinations shall not be limited.
Each Field Examination Fee shall be payable by Borrower to Lender, in
whole or in part, as appropriate, on the date(s) on which such field
examination was performed.

2.4. Unused Credit Facility Fee.   In consideration of Lender's
administrative and other costs incurred in making the Revolving Loans
available to Borrower, Borrower shall pay to Lender, on the first day
of the month following the date of this Agreement and on the first day
of each month thereafter, the Unused Credit Facility Fee set forth on
Schedule A.

2.5. Early Termination Fee.   The unpaid principal balance of the
Revolving Loans may be prepaid in whole or in part by Borrower at any
time.   Notwithstanding the preceding, if for any reason the Credit
Facility is terminated prior to the end of the then current term
(whether the Initial Term or any Renewal Term), in view of the
impracticality and extreme difficulty of ascertaining actual damages
and by mutual agreement of the parties as to a reasonable calculation
of lost profits of Lender as a result thereof, Borrower agrees to pay
to Lender, upon the effective date of such termination, the Early
Termination Fee set forth on Schedule A.   Such early termination fee
shall be presumed to be the amount of damages sustained by Lender as a
result of such early termination and Borrower agrees that it is
reasonable under the circumstances currently existing.   In addition,
Lender shall be entitled to such early termination fee upon the
occurrence of any Event of Default described in Section 10.1(h) hereof,
even if Lender does not exercise its right to terminate the Credit
Facility, but elects, at its option, to provide financing to Borrower
or permits the use of cash collateral under the Bankruptcy Code.   The
Early Termination Fee provided for in this Section 2.5 shall be deemed
included in the Obligations.

2.6. Lockbox Maintenance Fee.   Borrower agrees to pay Lender the
Lockbox Maintenance Fee as set forth on Schedule A.

2.7. Wire/ACH Transfer Fee.   For each wire or ACH transfer initiated by
Lender to Borrower, or for the benefit of Borrower, Borrower shall pay
to Lender the Wire/ACH Transfer Fee set forth on Schedule A.

2.8. Delinquent Reporting Fee.   For each item that is late, Borrower
agrees to pay Lender the Delinquent Reporting Fee set forth on
Schedule A for each day that Borrower is late in delivering to Lender
any of the financial statements required under Section 7.1 or any of
the Collateral reporting information required under Section 7.7.

2.9. Overadvance Fees.   Borrower shall pay to Lender an Overadvance fee
in the amount of $500 for each day or portion thereof during which an
Overadvance exists, regardless of how the Overadvance arises and
regardless of whether or not the Overadvance has been consented to by
Lender.   "Overadvance" means the amount by which the outstanding
principal balance of the Revolving Loans exceeds the lesser of the
(i) Revolving Credit Limit less Reserves, or (ii) the then-existing
Borrowing Base less Reserves.

3.    GRANT OF SECURITY INTEREST
 
  3.1.   Grant   of   Security   Interest and   Description   of   Collateral.
Borrower grants to Lender a first priority security interest in all   of
the   personal   property of Borrower, including   all   of   the   following
property   of   Borrower,   whether now owned   or   existing   or   hereafter
acquired,   created   or arising, and wherever now or   hereafter   located
(collectively   the   "Collateral"):   (a) all Accounts;   (b)   all   liens,
security   interests, rights and remedies relating to   any   Accounts   or
other   Collateral, including (i) rights and remedies under or   relating
to guaranties, contracts of suretyship, letters of credit and insurance
related   to   any   Collateral,   (ii)   rights   of   stoppage   in   transit,
replevin, repossession, reclamation and other rights and remedies of an
unpaid vendor, (iii) all goods or other Collateral the sale or lease of
which   has   given   rise   to any Account or other Collateral,   including
returned,   repossessed and reclaimed goods, and (iv)   deposits   by   and
property of any Account Debtor or other person securing obligations   to
Borrower;   (c) all General Intangibles (including payment   intangibles,
patents,   trademarks,   service marks, copyrights,   trade   names,   trade
secrets,   choses in action and other claims), Chattel Paper,   Documents
and   Instruments; (d) all monies, securities, credit balances, deposits
and other property of Borrower now or hereafter held or received by   or
in   transit   to   Lender or any of its affiliates;   (e)   all   Inventory;
(f)   all Deposit Accounts; (g) all Investment Property; (h) all Letter-
of-Credit   Rights; (i) all Commercial Tort Claims, if   any,   listed   on
Schedule   6.3   attached   hereto; (j) all   Goods,   including   Equipment,
vehicles,   furniture,   and   Fixtures, together   with   all   attachments,
accessions   and property now or hereafter affixed thereto   or   used   in
connection   therewith, and all substitutions and replacements   thereof;
(k)   all   books and records of every kind, nature and medium (including
computerized   data) relating to any of the Collateral or to   Borrower's
business;   and (l) all products and Proceeds of the foregoing,   in   any
form, including insurance proceeds and claims against third parties for
loss of or damage to any or all of the foregoing.

3.2. Obligations Secured by the Collateral.   Each item of Collateral
shall secure the payment and performance by Borrower of all present and
future indebtedness and Obligations owing to Lender and its affiliates
of every kind and nature whatsoever, whether under this Agreement, the
other Loan Documents, the Other Agreements or otherwise.

4.    PERFECTION OF SECURITY INTERESTS
 
4.1. Filing of Financing Statement.   Borrower authorizes Lender to file
at any time and from time to time financing statements (whether initial
financing statements, continuation statements or amendments) and   other
notices of Lender's rights to the Collateral in such filing offices   as
Lender deems appropriate to evidence Lender's security interests in the
Collateral.   Such financing statements may include an "all   assets"   of
debtor or "all personal property" of debtor collateral description.   In
addition,   Borrower hereby ratifies and approves any and all   financing
statements   previously filed by Lender relating   to    Borrower   or   the
Collateral.

4.2. Possession.   Borrower shall have possession of the Collateral,
except where expressly otherwise provided in this Agreement or where
Lender chooses to perfect its security interest by possession of
Instruments, Chattel Paper, Investment Property or similar Collateral
in addition to the filing of a financing statement or other notices.
Where Collateral is in the possession of a third party, Borrower will
join with Lender in notifying the third party of Lender's security
interest and assist Lender in obtaining an acknowledgment from the
third party that the third party is holding the Collateral for the
benefit of Lender.

4.3. Control.   Borrower will cooperate with and assist Lender in
obtaining control (with any agreements establishing control to be in
form and substance satisfactory to Lender) with respect to Collateral
consisting of:   (a) Deposit Accounts; (b) Letter-of-Credit rights;
(c) Investment Property; and (d) Electronic Chattel Paper.

4.4. Marking of Chattel Paper.   Borrower will not create any Chattel
Paper without placing a legend on the Chattel Paper acceptable to
Lender indicating that Lender has a security interest in the Chattel
Paper.

5.    REVENUES, ACCOUNTS AND COLLECTIONS
 
    5.1. Borrower's Revenues.   Borrower shall pay to Lender, or as directed
by Lender from time to time, all revenues received by Borrower from all
sources,   whether   such revenues are received in cash,   by   wire,   ACH,
check or by other instrument (the "Revenues").   Following the date upon
which   Lender receives credit for collected funds, Lender shall,   after
the   number of Float Days set forth on Schedule A, apply the amount   of
such   funds to the principal balance of the Revolving Loans;   provided,
however, that such Float Day collections shall be deemed to be credited
to Borrower's account upon the date on which Lender receives credit for
such   funds   for   the   purpose of determining   availability   hereunder.
Lender   shall be entitled to charge Borrower for the Float Days at   the
Interest Rate on all collections that are received.   This float   charge
is   acknowledged by the parties as an integral aspect of the pricing of
the   financing and shall apply irrespective of whether or not there are
any outstanding Obligations.

5.2. Collection of Accounts.   Borrower shall utilize a lockbox
arrangement for collection of Accounts at a bank designated by Lender
and pursuant to documentation satisfactory to Lender.   Borrower shall
instruct all Account Debtors to make all payments directly to the
address established for such service.   If, notwithstanding such
instructions, Borrower receives any proceeds of Accounts, draws on
letters of credit or other Collateral, it shall receive such payments
as Lender's trustee, and shall immediately deliver such payments to
Lender in their original form, duly endorsed in blank.   All collections
received in the lockbox shall be subject to Lender's sole control
pursuant to documentation satisfactory to Lender and shall be applied
by Lender on account of the Revolving Loans and other Obligations of
Borrower.   Lender or its designee may, at any time, in Lender's sole
discretion, collect Accounts directly from the related Account Debtors
and charge the collection costs and expenses to Borrower as additional
Revolving Loans.

5.3. Costs of Collection.   Borrower will pay all costs associated with
the collection of Accounts and other Collateral and will cooperate
fully with Lender to insure that the Accounts are timely collected and
paid to Lender.

5.4. Statements.   Lender shall deliver to Borrower each month a
statement(s) showing all Revolving Loans, charges and payments.   Each
such statement shall be subject to subsequent adjustment by Lender but
shall, absent manifest errors or omissions, be considered correct and
deemed accepted by Borrower and conclusively binding upon Borrower
unless Lender receives a written notice from Borrower of any specific
exceptions of Borrower thereto within thirty (30) days after the date
such statement has been mailed by Lender to Borrower.   Any such notice
from Borrower to Lender shall only constitute an objection to the items
specifically identified.

6.    REPRESENTATIONS AND WARRANTIES
 
  Borrower   represents and warrants to Lender, as of   the   date   hereof
and   as   of   the   various times that Lender makes   Revolving   Loans   to
Borrower, as follows:

  6.1.   Existence, Authority and Enforceability; State of Organization;
Name.    Borrower   is   duly   organized, validly   existing   and   in   good
standing   under   the   laws of the State or Commonwealth   identified   on
Schedule   6.1   and its state organizational identification   number   and
employer   tax   identification number (as applicable) are identified   on
Schedule    6.1.     Borrower   is   qualified   to   do   business    in    all
jurisdictions in which the nature of its business or the   ownership   of
its   property so requires.   Borrower has no Borrower Affiliates   except
as   set   forth on Schedule 6.1.   Borrower has all requisite   power   and
authority   to   borrow the Revolving Loans, to execute and deliver,   and
perform   its obligations under, all agreements and documents associated
with the Revolving Loans (the "Loan Documents"), and to own and operate
its   property   and   carry   on its business as   presently   conducted   by
Borrower.    Each   of   the   Loan Documents   has   been   duly   authorized,
executed   and   delivered   by   Borrower   and   is   a   valid   and   binding
obligation of Borrower, enforceable against Borrower in accordance with
its   terms.   Borrower's exact legal name is as set forth in   the   first
paragraph of this Agreement and as identified on Schedule 6.1.    Except
as   set   forth   on Schedule 6.1, Borrower has not, during   the   past   5
years, been known by or used any trade name or fictitious name, or been
a    party   to   any   merger   or   consolidation,   or   acquired    all    or
substantially all of the assets of any person, or acquired any   of   its
property   outside   of   the   ordinary   course   of   business,    or    been
incorporated   or registered in any jurisdiction other   than   the   state
identified on Schedule 6.1 as its current jurisdiction of incorporation
or   registration.   The outstanding shares of equity issued by   Borrower
have been duly and validly issued and are fully paid and nonassessable,
and the owners of five percent (5%) or more of such stock or membership
interests   are   set   forth on Schedule 6.1 and there   are   no   existing
warrants,   options,   or commitments of any kind or   nature   convertible
into   capital   stock or membership interest of Borrower except   as   set
forth on Schedule 6.1.

6.2. No Default or Conflict.   Borrower is not in default under any
indenture, mortgage, deed of trust, agreement or other instrument to
which Borrower is a party or by which Borrower or any of its property
is bound.   All approvals and consents from all parties required in
connection with the execution and delivery of the Loan Documents, and
the performance of the transactions contemplated thereby, have been
obtained and all required notices or other filings have been made.   The
execution and delivery of the Loan Documents, and the performance of
the transactions contemplated thereby, do not violate, conflict with,
result in the breach of, or constitute a default under any applicable
law, the organizational documents of Borrower or any agreement or
instrument to which Borrower is a party, or result in the creation or
imposition of any lien, charge or encumbrance upon any assets of
Borrower (other than Lender's lien pursuant to this Agreement),
pursuant to the terms of any agreement or instrument to which Borrower
is a party or by which Borrower or any of its assets are bound.

6.3. Absence of Litigation.   Except as set forth on Schedule 6.3, there
are no actions, proceedings or investigations pending or threatened
against Borrower, whether or not covered by insurance, which may
result, either individually or in the aggregate, in any material
adverse change in the assets, financial condition or business prospects
of Borrower.   Borrower has no Commercial Tort Claims pending against
any person or entity other than those set forth on Schedule 6.3
attached hereto, as such Schedule 6.3 may be amended from time to time.

6.4. Taxes and Returns.   Borrower has timely filed all tax returns that
Borrower is required by law to file or has obtained valid extensions.
All taxes and other sums owing by Borrower to any governmental
authority have been fully paid and Borrower maintains adequate reserves
to pay such tax liabilities as they accrue.

6.5. Lien Priority and Nature of Certain Collateral.   Lender has a
perfected first priority security interest in the Collateral and the
Collateral is free of any lien, encumbrance or adverse interest of any
kind whatsoever, with the exception of:   (i) any prior security
interests identified on Schedule 6.5 in the Collateral described on
Schedule 6.5 (the "Permitted Prior Encumbrances"), (ii) any security
interests to finance Purchase Money Equipment, and liens for taxes,
assessments or similar charges incurred in the ordinary course of
business that are not yet due and payable, or encumbrances consisting
of zoning restrictions, easements, or other restrictions on the use of
real property, none of which materially impairs the use of such
property by Borrower in the operation of its business, and none of
which is violated in any material respect by existing or proposed
structures or land use; and (iii) liens permitted under the terms of
any Intercreditor Agreement (defined in Schedule 9.1(e)) (collectively,
the "Permitted Liens").   Borrower has good title to all of the
Collateral which Borrower has indicated to Lender is the property of
Borrower.   Each Account which Borrower represents to Lender as an
Eligible Account or Eligible Pre-Billed Account has arisen from the
sale and delivery of Inventory or from services rendered or to be
rendered by Borrower, is genuine, complete and, in all other respects,
what it purports to be, and is not otherwise ineligible under the
standards set forth in Section 1.2 of this Agreement.

6.6. Collateral and Business Locations.   Borrower's principal place of
business or, if Borrower has more than one principal place of business,
Borrower's chief executive office, is located at the address specified
on Schedule 6.6.   All books and records pertaining to the Collateral
are kept by Borrower at its principal place of business or, if Borrower
has one, its chief executive office.   Borrower conducts its business,
and the Collateral is located at, Borrower's business locations
identified on Schedule 6.6.   Except as set forth in Schedule 6.6,
during the past 5 years Borrower's principal place of business, chief
executive office, and business locations have continually been as
identified on Schedule 6.6.

6.7. Financial and Other Information.   All financial and other
information furnished by Borrower to Lender represents true and correct
extracts from the books and records of Borrower.   Financial statements
furnished by Borrower to Lender present fairly the financial condition
of Borrower as of the date of such statements and for the relevant
periods then ended.

6.8. Compliance with Laws.   Borrower is in compliance with all
applicable federal, state and local laws, regulations and ordinances,
including all laws relating to the environment or the health and
welfare of the general public.   No "hazardous substance," as defined in
the Comprehensive Environmental Response, Compensation, and Liability
Act, has been generated, treated, stored, or disposed of at, or
discharged from, any of Borrower's business locations or any of
Borrower's past property or operations, except as authorized pursuant
to applicable law and disclosed by Borrower to Lender in writing.

6.9. Intangible Assets.   Borrower owns or possesses the right to use
all trade secrets, trademarks, trade names, copyrights, patents, patent
rights, service marks, computer software, licenses and other intangible
assets, if any, used in the conduct of Borrower's business as presently
operated, and no such property, to the best knowledge of Borrower
following due inquiry thereof, conflicts with the valid trademark,
trade name, copyright, patent right or other intangible asset of any
other person.

6.10.      Employee Pension Benefit Plans.   Any and all Employee Pension
Benefit Plans, as defined in the Employee Retirement Income Security
Act of 1974 as amended ("ERISA"), of Borrower meet, as of the date
hereof, the minimum funding standards of 29 U.S.C.A. Section 1082
(Section 302 of ERISA), and no Reportable Event or Prohibited
Transaction, as defined in ERISA, has occurred with respect to any
Employee Benefit Plan (as defined in ERISA) of Borrower.

7.    AFFIRMATIVE COVENANTS
 
  Borrower covenants and agrees with Lender as follows:

  7.1.   Financial Statements.   Borrower shall deliver to Lender, within
ninety   (90)   days following the end of each of its fiscal   years,   the
Financial   Statements set forth on Schedule A.   Borrower shall   deliver
to   Lender   such   other financial information as Lender shall   request,
including,   (a)   within thirty (30) days after the end of   each   month,
reasonably    detailed    monthly   and   fiscal    year-to-date    financial
statements   prepared   in accordance with generally accepted   accounting
principles,   certified   by the chief financial   officer,   president   or
chief   executive officer of Borrower as presenting fairly the financial
condition   of   Borrower,   which   shall   also   include   a   covenant   and
compliance   certificate in form satisfactory to Lender that provides   a
calculation   of, and certification of Borrower's compliance   with,   the
financial   covenants described in Section 8.6 hereof and the status   of
all   other monetary covenants set forth in Sections 7 and 8 hereof   for
such   period,   (b)   no   later than April 30th of   each   calendar   year,
completed tax returns together with all schedules thereto provided that
if   Borrower has not filed its tax returns and schedules by such   time,
Borrower   shall deliver evidence that it has obtained an extension   for
such   filing and shall deliver copies of such tax returns and schedules
thereto   within fifteen (15) days after such returns and schedules   are
actually   filed   but in any event no later than October   31st   of   each
calendar   year, and (c) at least sixty (60) days prior to   the   end   of
Borrower's fiscal year, an annual operating budget showing a   projected
income statement, balance sheet and cash flows as of each month end for
the   forthcoming fiscal year.   In addition to the above, Borrower shall
deliver   final audited financial statements for the fiscal year   ending
March   31, 2008 to Lender within 45 days after the Effective Date,   and
such   financial   statements   shall be satisfactory   to   Lender   in   all
respects and shall not be materially different (as determined by Lender
in    its   sole   discretion)   from   the   internal   financial   statements
previously delivered to Lender by Borrower.

7.2. Books and Records.   Borrower shall keep accurate and complete
records of the Collateral and permit Lender to:   (a) visit Borrower's
business locations at intervals to be determined by Lender;
(b) inspect, audit and make extracts from or copies of Borrower's
books, records, journals, receipts, computer tapes and disks; and
(c) temporarily remove any of the items identified in the foregoing
clause (b), where necessary, for the purpose of making copies thereof.
All governmental authorities are authorized to furnish Lender with
copies of reports of examinations of Borrower made by such parties.
Banks, Account Debtors and other third parties with whom Borrower has
contractual relationships pertaining to the Collateral or the Loan
Documents, are authorized to furnish Lender with copies of such
contracts and related materials.   Lender is authorized, in its own name
or any other name, to communicate with Account Debtors in order to
verify the existence, amount and terms of any Account.

7.3. Additional Documentation.   Borrower shall execute and deliver to
Lender all additional documents, which Lender may, from time to time,
determine are necessary or appropriate to evidence the Revolving Loans
or to continue or perfect Lender's security interest in the Collateral.

7.4. Existence, Name and Chief Executive Office.   Borrower shall
maintain its corporate existence in good standing and shall deliver to
Lender written notice, at least sixty (60) days in advance, of any
proposed change in any of the following:   Borrower's trade name (or the
use of any new trade names), Borrower's business locations, the
location of Borrower's principal place of business or chief executive
office, the location of any Inventory or Equipment, or the location of
Borrower's books and records.   Borrower shall execute any and all
documents that Lender requests in connection with any such change.

7.5. Compliance with Laws and Taxes.   Borrower shall comply with all
applicable laws and regulations.   Borrower shall pay all real and
personal property taxes, assessments and charges, and all franchise,
income, unemployment, social security, withholding, sales and all other
taxes assessed against Borrower or the Collateral, at such times and in
such manner so as to avoid any penalty from accruing against Borrower
or any lien or charge from attaching to the Collateral.   Borrower shall
promptly de