
ARTICLE I

         DEFINITIONS

ARTICLE II

         ADVANCES AND TERMS OF PAYMENT
         2.1      Discretionary Borrowing/Lending
         2.2      Warehouse, Limited Recourse & Non-Recourse Facilities
                  2.2.1    Procedure for Borrowing
                  2.2.2    Reborrowing
         2.3      Termination of Facility
                  -----------------------
         2.4      Interest Rate, Computation
                  --------------------------
         2.5      Payments
                  --------
         2.6      Prepayment
                  ----------
                  2.6.1    Voluntary Prepayment
                           --------------------
                  2.6.2    Mandatory
                           ---------
                  2.6.3    No Other Prepayments Permitted
                  2.6.4    Involuntary Prepayment
                           ----------------------
                  2.6.5    Release of Lender Lien(s)
                           -------------------------
         2.7      Late Charges; Default Rate
                  --------------------------
         2.8      Payment after Borrower Event of Default
                  ---------------------------------------
         2.9      Maximum Interest
                  ----------------
         2.10     Limited Recourse Facility Fee
                  -----------------------------
         2.11     Method of Payment; Good Funds
                  -----------------------------

ARTICLE III

         NOTE; SECURITY INTEREST
         3.1      Note
         3.2      Grant of Security Interest
         3.3      Substitution of Contracts
         3.4      Recourse Reserve Account

ARTICLE IV

         CONDITIONS OF CLOSING; ADVANCES
         4.1      Conditions of Closing
                  4.1.1    Representations and Warranties
                           ------------------------------
                  4.1.2    Delivery
                           --------
                  4.1.3    Security Interests
                           ------------------
<PAGE>
                  4.1.4    Opinion of Counsel
                           ------------------
                  4.1.5    Performance; No Default
                           -----------------------
                  4.1.6    Approval of Loan Documents and Security Interests
                           -------------------------------------------------
                  4.1.7    Material Adverse Change
                           -----------------------
         4.2      Conditions of Advances
                  ----------------------
                  4.2.1    Representations and Warranties
                           ------------------------------
                  4.2.2    Delivery of Documents
                           ---------------------
                  4.2.3    Security Interests
                           ------------------
                  4.2.4    Additional Conditions
                           ---------------------

ARTICLE V

         REPRESENTATIONS AND WARRANTIES

ARTICLE VI

         AFFIRMATIVE COVENANTS

ARTICLE VII

         NEGATIVE COVENANTS

ARTICLE VIII

         BORROWER AND CONTRACT EVENTS OF DEFAULT
         8.1      Definitions
                  8.1.1    Borrower Events of Default -- Definition
                  8.1.2    Contract Events of Default -- Definition
         8.2      Remedies
                  --------
                  8.2.1    Borrower Events of Default-- Remedies
                           -------------------------------------
                  8.2.2    Contract Event of Default-- Remedies
                           ------------------------------------
         8.3      Recourse
                  --------
                  8.3.1    Full Recourse
                           -------------
                  8.3.2    Limited Recourse
                           ----------------
                  8.3.3    Non-Recourse
                           ------------
         8.4      Reassignment of Facility Contracts
                  ----------------------------------
         8.5      Power of Attorney
                  -----------------
         8.6      Expenses
                  --------
         8.7      Application of Funds
                  --------------------
<PAGE>
ARTICLE IX

         CLOSING

ARTICLE X

         MISCELLANEOUS
         10.1     Rights, Remedies and Powers
         10.2     Modifications, Waivers and Consents
         10.3     Communications
         10.4     Severability
         10.5     Survival
         10.6     Attorneys' Fees and Other Expenses
         10.7     Indemnity
         10.8     Binding Effect
         10.9     Assignments; Participations
         10.10    Further Assurances
         10.11    GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS
         10.12    WAIVER OF JURY TRIAL
         10.13    Possession and Use of Facility Equipment
         10.14    Constructive Trust for Certain Payments
         10.15    Direct Billing and Collecting Option



<PAGE>
                   MULTI-FACILITY LOAN AND SECURITY AGREEMENT 

       This  Multi-Facility  Loan and  Security  Agreement is entered into as of
March 27, 1996 between CIS  Corporation  ("Borrower"),  a New York  corporation,
having its principal place of business at One Northern Concourse,  Syracuse, New
York 13221-4785, and Heller Financial, Inc., a Delaware corporation ("Lender").

                             PRELIMINARY STATEMENT: 

       Borrower desires to borrow certain sums from Lender to be used to finance
Borrower's  leasing and/or lending  activities with respect to certain  Eligible
Equipment  (this and all other  capitalized  terms are  defined in  Section  1.1
below) under an interim credit facility  ("Warehouse  Facility") and two ongoing
term  loan  facilities,  one on a  limited  recourse  basis  ("Limited  Recourse
Facility"),  and the other on a non-recourse  basis  ("Non-Recourse  Facility").
Lender is willing to provide such funds, subject to the terms and conditions set
forth below.

                                    ARTICLE I

                                   DEFINITIONS

       1.1  Definitions.  As  used  in  this  Agreement  and in the  other  Loan
Documents, unless otherwise expressly indicated herein or therein, the following
terms shall have the following  meanings (such definitions to be applicable both
to the singular and plural terms defined):

             Acquisition  Cost:  all costs and expenses  incurred by an End-User
       (in the case of  installment/conditional  sales contracts) or by Borrower
       (in the case of any Leases with  Borrower as lessor) in  connection  with
       the acquisition of any Eligible Equipment, including, without limitation,
       sales or use taxes,  freight or installation costs, and license fees, but
       excluding  any deposits  (including  security  deposits) or down payments
       made by End-User.

             Advance:  a  Limited  Recourse  Facility  Advance,  a  Non-Recourse
       Facility Advance, or a Warehouse Facility Advance.

             Affiliate:  any Person that directly or indirectly,  through one or
       more  intermediaries,  controls or is  controlled  by or is under  common
       control  with  another  Person.  The  term  "control"  means  possession,
       directly or indirectly,  of the power to direct or cause the direction of
       the management and policies of a Person, whether through the ownership of
       voting securities, by contract or otherwise. For the purposes hereof, any
       Person which owns or controls, directly or indirectly, 51% or more of the
       securities of another Person shall be deemed to "control" such Person.

             Agreement or Loan and Security Agreement:  this Multi-Facility Loan
       and Security Agreement, as amended or supplemented at any time.

             Amortization  Schedule:  a  schedule  approved  by  Lender  for the
       repayment of each Limited Recourse and/or Non-Recourse Facility Advance.

             Approved  Contract  Term:  without  the prior  written  approval of
       Lender,  a period of time not less  than 24  months  and not more than 60
       months.

             Assignment:  the assignment of Contracts,  and any Lien  applicable
       thereto in the form of Exhibit A executed by Borrower in favor of Lender.
<PAGE>
             Bank: Chase Manhattan Bank.

             Borrower Event of Default:  any of the Events of Default  described
       in Section 8.1.1.

             Borrower  Lien:  a Lien on  Collateral  granted by an  End-User  to
       Borrower,  which Lien has been assigned by Borrower to Lender pursuant to
       an Assignment.

             Borrower's  Obligations:  (i)  all  liabilities,   obligations  and
       covenants  imposed  upon  Borrower  pursuant  to the  terms  of the  Loan
       Documents,  and (ii)  all  costs of  litigation,  collection,  reasonable
       attorneys'  fees and other costs expended or incurred in connection  with
       the  enforcement  of Lender's  rights  hereunder  and with respect to the
       Contracts and the Facility Equipment.

             Business  Day:  any day other than (i) a  Saturday,  (ii) Sunday or
       (iii) other day on which The First  National  Bank of  Chicago,  Chicago,
       Illinois is closed.

             Casualty:  an event in which any item of Facility  Equipment or any
       portion  thereof is lost,  damaged (and such damage cannot  reasonably be
       repaired by Borrower or an End-User of such Facility  Equipment within 90
       days),  destroyed,   stolen,  confiscated,   requisitioned  or  condemned
       regardless of cause.

             Casualty  Payments:  all proceeds of the Collateral which arise out
       of any Casualty,  including,  without limitation,  insurance claims, tort
       claims, or reimbursement payments with respect to claims for indemnity.

             Certificate of Acceptance: a certificate of delivery and acceptance
       executed by an End-User  pursuant to a Contract  with respect to Facility
       Equipment, substantially in the form included in Group Exhibit C.

             Closing:   the  execution  by  Borrower  and  Lender  of  the  Loan
       Documents.

             Closing  Certificate:  a  certificate  in the  form  of  Exhibit  D
       executed by a Responsible Officer on behalf of Borrower.

             Closing Date: the date upon or as of which the Closing occurs.

             Collateral: the Property described in Section 3.2.

             Contract:  (i)  a  lease  of  Eligible  Equipment  by  and  between
       Borrower,  as lessor,  and an  End-User,  as  lessee,  or (ii) a note and
       security  agreement/conditional sale contract by and between Borrower, as
       secured party, and an End-User, as debtor.

             Contract  Event of  Default:  the  Event of  Default  described  in
       Section 8.1.2.

             Contract Funding  Request:  a request for an Advance in the form of
       Exhibit H  delivered  by  Borrower  to Lender,  with all  attachments  as
       specified therein.

             Contract Payment Letter: a letter in the form of Exhibit I.

             Contract  Proceeds:  funds received by Borrower with respect to any
       Facility  Contract or any  Facility  Equipment  which is the subject of a
       Facility Contract.
<PAGE>
             Default  Rate:  an annual  rate  equal to 2% plus the  Non-Recourse
       Facility  Rate,  the Limited  Recourse  Facility  Rate,  or the Warehouse
       Facility Rate, as applicable.

             Default Rate Period:  a period of time  commencing on the date that
       Lender  declares in writing to Borrower that a Borrower  Event of Default
       has occurred and that the Default  Rate is  applicable  and ending on the
       date that such Borrower Event of Default is cured or waived.

             Disbursement Date: any date on or after the Closing Date upon which
       the proceeds of any Advance are disbursed.

             Eligible  Contract:  a  Contract  (i) as to  which  the  applicable
       Facility Funding Amount will not exceed the sum of  $1,500,000.00  nor be
       less than $100,000.00  without the prior written approval of Lender, (ii)
       which  conforms to the  Underwriting  Guidelines,  (iii) meets all of the
       requirements set forth in Section 5.9 and all subsections thereunder, and
       (iv) which is in all other respects acceptable to Lender.

             Eligible  End-User:  an End-User (i) which is not in  bankruptcy or
       receivership  or subject to a  reorganization  proceeding  of any kind or
       insolvent,  (ii) which is not in default or breach under any of the terms
       of the applicable Contract, and (iii) which, pursuant to the Underwriting
       Guidelines,  is a financially  responsible and creditworthy commercial or
       institutional entity (other than a Governmental Body).

             Eligible Equipment: Equipment (i) which is new or refurbished, (ii)
       which is in good  condition,  repair and  working  order,  (iii) which is
       insured in the manner provided in the applicable Contract, (iv) (A) which
       is owned by Borrower free and clear of all Liens except a Lender Lien, or
       (B) in which  the  End-User  thereof  has  granted  Borrower  a  security
       interest free and clear of all Liens except Permitted Liens, (v) which is
       located  within the United  States,  (vi) which is subject to an Eligible
       Contract, and (vii) which is otherwise approved by Lender.

             End-User: the end-user under a Contract.

             Equipment:  equipment  which has been approved by Lender,  free and
       clear of all liens and encumbrances,  together with all substitutions and
       replacements for such equipment, and all accessories, attachments, parts,
       upgrades,  features and peripheral equipment now or hereafter attached to
       or used in connection therewith.

             Event of Default:  any Borrower  Event of Default or Contract Event
       of Default.

             Evidence  of  Insurance:  either  (i) an  original  certificate  of
       insurance,  (ii)  documentation  sufficient to establish coverage under a
       previously  approved policy of Borrower,  or (iii) if approved in writing
       by Lender,  evidence of  self-insurance  by an End-User  under a Facility
       Contract.

             Facility:  the Advances to be made by Lender to Borrower  under the
       Limited  Recourse  Facility,   the  Non-  Recourse  Facility  and/or  the
       Warehouse Facility.

             Facility  Contract:  an  Eligible  Contract  which is subject to an
       Advance,  along  with  all  applicable  related  documentation.  For  the
       purposes of this Agreement, all references to a schedule under a Facility
<PAGE>
       Contract shall be deemed to  incorporate  the terms and conditions of the
       related master Lease.

             Facility  Equipment:  any  Equipment  which  is  the  subject  of a
       Facility Contract.

             Facility Funding Amount: Warehouse Facility Funding Amount, Limited
       Recourse  Facility  Funding  Amount,  and/or  the  Non-Recourse  Facility
       Funding Amount, as applicable.

             Facility  Funding Rate:  the Limited  Recourse  Facility  Rate, the
       Non-Recourse  Facility  Rate,  and/or the  Warehouse  Facility  Rate,  as
       applicable.

             Federal Release:  Federal Reserve Statistical Release No. H.15(519)
       under  the  caption   "U.S.   Government   Securities/Treasury   Constant
       Maturities" or any successor  publication providing information as to the
       yields of Treasury Notes.

             GAAP:  generally accepted  accounting  principles as in effect from
       time to time, which shall include the official interpretations thereof by
       the Financial Accounting Standards Board, consistently applied.

             Good Funds:  United States  dollars  available to Lender in Federal
       funds at or before 2:00 p.m. Chicago time
       on a Business Day.

             Governmental Body: any foreign,  federal, state, municipal or other
       government, or any department,  commission, board, bureau, agency, public
       authority or instrumentality thereof or any court or arbitrator.

             Incipient Default: any event or condition which, with the giving of
       notice or the lapse of time, or both, would become an Event of Default.

             Intangible Collateral: as defined in Section 3.2(b).

             Lease: any lease agreement or master lease agreement  pertaining to
       Equipment between Borrower, as lessor and another Person, as lessee.

             Lender  Lien:  the Lien on the  Collateral  granted by  Borrower to
       Lender pursuant to Article III of this Agreement.

             Lien: any mortgage, deed of trust, hypothecation,  pledge, security
       interest,  encumbrance,  lien  or  charge  of  any  kind  (including  any
       agreement to give any of the foregoing),  any  conditional  sale or other
       title  retention  agreement  or any  lease  in the  nature  of any of the
       foregoing.

             Limited  Recourse  Facility:  the  Advances to be made by Lender to
       Borrower pursuant to subsection 2.2.1.

             Limited  Recourse  Facility  Funding  Amount:  with respect to each
       Facility  Contract  which is proposed to be made the subject of a Limited
       Recourse  Facility  Advance,  the lesser of (i) the present  value of all
       payments due thereunder  (with the exception of any  residuals,  purchase
       options or security deposits) for the Approved Contract Term of each such
       Facility Contract,  using a discount rate to determine such present value
       equal  to the  Limited  Recourse  Facility  Rate,  or  (ii)  100%  of the
       Acquisition Cost for each item of Facility Equipment,  provided, however,
<PAGE>
       that ten percent (10%) of the Limited  Recourse  Facility  Funding Amount
       shall be placed into the Recourse  Reserve  Account and be subject to the
       related provisions hereof.

             Limited  Recourse  Facility Note: a promissory  note in the form of
       Exhibit G2 executed by Borrower in favor of Lender.

             Limited  Recourse  Facility  Rate: a fixed per annum  interest rate
       equal to the sum of (i) 3.50%; and (ii) the weekly average U.S.  Treasury
       Constant  Maturities  for a Treasury Note having  approximately  an equal
       term  as the  weighted  average  term  of the  Contracts  subject  to the
       Advance,  as  reported  by the  Federal  Release  for the  calendar  week
       immediately preceding funding of a Limited Recourse Facility Advance.

             Limited  Recourse  Facility  Contract:  a  Contract  subject  to an
       Advance under the Limited Recourse Facility.

             Loan Documents:  this Agreement,  the Notes, the  Assignments,  the
       Contract  Funding  Requests,  the  Closing  Certificate,   UCC  financing
       statements,  and  all  other  documents,  instruments,  and  certificates
       executed by Borrower pursuant to this Agreement.

             Loan Repayment Amount:  with respect to an Advance at any time, the
       aggregate  unpaid  principal  of, and  accrued  interest  (including  any
       interest  accrued at the Default Rate)  computed in  accordance  with the
       simple interest method,  on such Advance.  For purposes of this Agreement
       the simple  interest  method shall mean a constant  interest charge based
       upon a declining principal balance.

             Lockbox:  the arrangement with the Bank, which shall be a financial
       institution acceptable to Lender in its sole discretion,  who will act as
       the agent for collection of all  remittances and proceeds due to Borrower
       from  End-Users  subject  to  Facility  Contracts,  and  which  shall  be
       identified as follows:

                       __________________________________
                      
                       __________________________________

                       __________________________________          

             Lockbox Agreement:  the agreement among Borrower,  Lender and Bank,
       substantially  in the form attached  hereto as Exhibit F, which shall set
       forth the terms, conditions and provisions of the Lockbox.

             Net Loss:

                    (a) the  amount  of the Loan  Repayment  Amount  for a given
             Facility  Contract,   plus  any  and  all  costs  of  repossession,
             retaking,  storing,  repairing,  and  refurbishing  the  Equipment,
             including reasonable attorneys' fees and expenses);

                                              less

                    (b) those amounts  recovered,  if any, by Borrower,  whether
             from  End-User,  a  guarantor,   the  resale  or  re-lease  of  the
             Equipment,  or  otherwise,  providing  that all  resale  terms  are
             subject to Lender's prior approval, which shall not be unreasonably
             withheld.
<PAGE>
             Non-Recourse  Facility:  the  Advances  to be  made  by  Lender  to
       Borrower pursuant to subsection 2.2.1.

             Non-Recourse Facility Funding Amount: with respect to each Facility
       Contract  which is  proposed  to be made the  subject  of a  Non-Recourse
       Facility Advance, the lesser of (i) the present value of all payments due
       thereunder  (with the  exception of any  residuals,  purchase  options or
       security  deposits) for the Approved  Contract Term of each such Facility
       Contract,  using a discount rate to determine such present value equal to
       the Non-Recourse  Facility Rate, or (ii) 100% of the Acquisition Cost for
       each item of Facility Equipment.

             Non-Recourse  Facility  Note:  a  promissory  note  in the  form of
       Exhibit G3 executed by  Borrower in favor of Lender in  conjunction  with
       each Non-Recourse Facility Advance.

             Non-Recourse  Facility  Rate: a fixed per annum interest rate equal
       to the sum of (i) a premium  ranging  from 2.00% to 3.50% as announced by
       Lender  five (5) days prior to funding of the related  Advance;  and (ii)
       the weekly average U.S. Treasury Constant  Maturities for a Treasury Note
       having  approximately  an equal term as the weighted  average term of the
       Contracts subject to the Advance,  as reported by the Federal Release for
       the  calendar  week  immediately  preceding  funding  of  a  Non-Recourse
       Facility Advance.

             Non-Recourse  Facility  Contract:  a Contract subject to an Advance
       under the Non-Recourse Facility.

             Note(s): the Warehouse Facility Note, the Limited Recourse Facility
       Note and the Non-Recourse Facility Note(s).

             Ordinary Prepayment  Premium:  (i) Three Percent (3%) of the amount
       prepaid  if  prepaid  prior  to the  first  anniversary  of  the  related
       Disbursement Date, (ii) Two Percent (2%) of the amount prepaid if prepaid
       after the first  anniversary  to the second  anniversary  of the  related
       Disbursement  Date,  (iii) One  Percent  (1%) of the  amount  prepaid  if
       prepaid after the second anniversary of the related Disbursement Date.

             Permitted  Liens:  any of the following Liens: (i) the Lender Lien;
       (ii) the  Contracts;  (iii) any Borrower Lien;  (iv) any Liens  expressly
       subordinate  to (i), (ii) and/or (iii) above;  and (v) Liens for taxes or
       assessments and similar  charges,  which either are (A) not delinquent or
       (B)  being  contested   diligently  and  in  good  faith  by  appropriate
       proceedings,  and as to which Borrower has set aside adequate reserves on
       its books.

             Permitted Substitution: the substitution by Borrower of an Eligible
       Contract for a Facility  Contract,  in accordance  with the provisions of
       Section 3.3.

             Person: any individual,  sole  proprietorship,  partnership,  joint
       venture, trust, unincorporated  organization,  association,  corporation,
       institution, entity, party or Governmental Body.

             Prime:  the "corporate  base rate" of interest  publicly  announced
       from time to time by The First National Bank of Chicago.

             Property:  all types of real,  personal or mixed  property  and all
       types of tangible or intangible property.
<PAGE>
             Recourse Reserve Account:  the reserve account described in Section
       3.4.

             Remarketing  Period:  a 120 day  period  commencing  from  the date
       Borrower is required to prepay the unpaid  portion of a Limited  Recourse
       Facility Advance or Warehouse Facility Advance,  or undertake a Permitted
       Substitution hereunder with respect to a Contract Event of Default.

             Responsible  Officer:  any of the Chairman,  President,  Treasurer,
       Secretary or Vice President of Borrower.

             Sale Proceeds: the gross proceeds received by Borrower with respect
       to any sale of Facility Equipment,  less any reasonable  remarketing fees
       paid or costs incurred (including internal  commissions) by Borrower with
       respect to any such  sale;  provided,  however,  that such fees and costs
       shall not exceed five  percent (5%) of the Loan  Repayment  Amount of the
       related Facility Contract without Lender's prior written consent.

             Treasury Notes shall mean unsecured  promissory notes issued,  from
       time to time, as an  obligation  of the United  States  Government by the
       Secretary  of the  Treasury  in  various  denominations  and with  stated
       maturity dates from the date of issue.

             UCC: the Uniform Commercial Code.

             Underwriting    Guidelines:    the   recourse   and    non-recourse
       credit/underwriting guidelines for discussion purposes only, set forth in
       Exhibit D hereof.

             U.S.  Treasuries  Constant  Maturities:  as defined in the  Federal
       Release.

             Warehouse Facility shall mean the warehouse facility made available
       from Lender to Borrower pursuant to subsection 2.2.1.

             Warehouse Facility Funding Amount:  shall mean with respect to each
       Facility Contract which is proposed to be made the subject of a Warehouse
       Facility Advance, the lesser of (i) the present value of all payments due
       thereunder  (with the  exception of any  residuals,  purchase  options or
       security  deposits) for the Approved  Contract Term of each such Facility
       Contract,  using a discount rate to determine such present value equal to
       the Warehouse Facility Rate in effect five (5) Business Days prior to the
       related  Advance,  or (ii) 100% of the Acquisition  Cost for each item of
       Facility Equipment.

             Warehouse  Facility  Note: a full recourse  promissory  note in the
       form of Exhibit G1 executed by Borrower in favor of Lender.

             Warehouse  Facility Rate:  with respect to each Warehouse  Facility
       Advance, a floating per annum rate equal to Prime plus 2.00%.

       1.2 Time Periods. In this Agreement and the other Loan Documents,  in the
computation of periods of time from a specified  date to a later  specified date
(i) the word "from" means "from and including,"  (ii) the words "to" and "until"
each mean "to,  but  excluding"  and  (iii)  the words  "through,"  "end of" and
"expiration" each mean "through and including." All references in this Agreement
and the other Loan Documents to "month,"  "quarter" or "year" shall be deemed to
refer to a calendar month, quarter or year.
<PAGE>
       1.3 Accounting Terms. Unless otherwise  specified in this Agreement,  all
accounting terms used herein shall be construed,  all accounting  determinations
hereunder shall be made, and all financial  statements  required to be delivered
pursuant hereto shall be prepared in accordance with GAAP.

       1.4  References.  All  references  in  this  Agreement  to an  "Article,"
"Section," "subsection," "subparagraph," "clause" or "Exhibit," unless otherwise
indicated,  shall  be  deemed  to  refer  to an  Article,  Section,  subsection,
subparagraph, clause or Exhibit, as applicable, of or to this Agreement.

       1.5  Lender's   Discretion.   Whenever  the  terms   "satisfactory   to,"
"determined  by,"  "acceptable  to," "shall elect," "shall  request," or similar
terms are used in this  Agreement or any of the other Loan Documents to apply to
Lender, except as otherwise  specifically provided herein or therein, such terms
shall mean satisfactory to, at the election of, determined by, acceptable to, or
requested by, Lender, in its sole, but reasonable, discretion.

       1.6  Statements  as to  Knowledge.  Any  statements,  representations  or
warranties  which are based upon the best  knowledge of Borrower shall be deemed
to have been made after due inquiry with respect to the matter in question.

                                   ARTICLE II

                          ADVANCES AND TERMS OF PAYMENT

       2.1 Discretionary Borrowing/Lending. Notwithstanding the other provisions
of this Agreement, Advances hereunder shall be made only when both (i) Borrower,
in its sole discretion, desires to borrow money from Lender, and (ii) Lender, in
its sole  discretion,  desires to loan money to  Borrower;  it being agreed that
this Agreement shall not be construed as imposing any duty on Borrower to borrow
from Lender, nor any duty on Lender to loan to Borrower.

       2.2 Warehouse,  Limited Recourse & Non-Recourse Facilities. The Warehouse
Facility  is a full  recourse  warehouse  line of credit in the  maximum  amount
outstanding at any one time of up to One Million Dollars ($1,000,000.00), which,
subject to the  provisions of subsection 2.2 shall be made available to Borrower
by Lender.  At such times as the total amount  outstanding  under the  Warehouse
Facility  reaches One Million  Dollars  ($1,000,000),  and  provided (i) that no
Borrower Event of Default is then existing, (ii) no Contract Event of Default is
then  existing with respect to the  Contracts  subject to the related  Warehouse
Facility Advance, and (iii) all required documentation  reasonably  satisfactory
to Lender shall have been received,  Lender shall have the right to pay down the
Warehouse  Facility  through the  delivery  of  proceeds  of a Limited  Recourse
Facility Advance or Non-Recourse  Facility  Advance,  and thereupon all affected
Warehouse  Facility  Contracts  will be  subject  to the  terms  of the  Limited
Recourse Facility Advance or Non-Recourse Facility Advance, as applicable.  With
respect  to  such  Facility  Contract(s)  which  are to be  converted  from  the
Warehouse Facility ("Converted Contracts"), upon such conversion, Borrower shall
pay to Lender the difference,  if any,  between (i) the balance in the Warehouse
Facility with respect to such Converted Contracts, and (ii) the Limited Recourse
Facility Funding Amount or Non-Recourse  Facility Funding Amount, as applicable,
with respect to such Converted Contracts.

The Limited Recourse  Facility is a term loan to fund Limited Recourse  Facility
Contracts,  in the  maximum  amount  outstanding  at any one  time of up to Five
Million Dollars ($5,000,000.00) less any amounts outstanding under the Warehouse
Facility,  which,  subject to the  provisions of subsection  2.2.2 shall be made
available to Borrower by Lender.
<PAGE>
The  Non-Recourse  Facility  is a  series  of term  loans  to fund  Non-Recourse
Facility Contracts which, subject to the provisions of subsection 2.2.2 shall be
made available to Borrower by Lender.

             2.2.1 Procedure for Borrowing.  Subject to the  satisfaction of the
       terms and  conditions  set forth in Sections 2.1, 2.2 , 4.1 (Closing) and
       4.2  (Advances),  on or after the Closing Date Lender shall  disburse the
       proceeds of any Advance as Borrower  may request in the related  Contract
       Funding Request.  The Contract  Funding Request shall specify:  (A) under
       which Facility the requested  Advance is to be made, (B) if the requested
       Advance is for the  Warehouse  Facility,  whether  the  Limited  Recourse
       Facility  or the  Non-Recourse  Facility  will be used  to pay  down  the
       subject Warehouse Advance, (C) the date such Advance is to be made, which
       shall be a Business Day not less than 5 Business  Days after the delivery
       to  Lender  of such  Contract  Funding  Request,  and (D) the  amount  of
       Advance,  which shall not exceed the applicable  Facility Funding Amount,
       and without the written consent of Lender, be not less than Seven Hundred
       Fifty Thousand Dollars ($750,000.00) under the Limited Recourse Facility;
       One Hundred Fifty Thousand Dollars  ($150,000.00)  under the Non-Recourse
       Facility, not less than Five Hundred Thousand Dollars ($500,000.00) under
       the Warehouse Facility for Facility  Contracts to be ultimately  financed
       under the  Limited  Recourse  Facility,  and One Hundred  Fifty  Thousand
       Dollars ($150,000.00) under the Warehouse Facility for Facility Contracts
       to be ultimately financed under the Non-Recourse  Facility.  Lender shall
       not be obligated to make any Advance (i) if an Incipient Default or Event
       of  Default  exists  if the  requested  Advance  is  made,  (ii) any more
       frequently  than four times each month under the  Warehouse  Facility and
       four times each month under the Limited Recourse Facility or Non-Recourse
       Facility,  or (iii) with respect to any Contract which Lender  determines
       is not an Eligible Contract or for an End-User which Lender determines is
       not an Eligible End-User.

             2.2.2  Reborrowing.  Borrower  shall be entitled  to  reborrow  any
       portion of the Advance which is repaid or prepaid.

       2.3  Termination  of Facility.  After March 27, 1997,  upon not less than
sixty  (60)  days'  prior  notice,  either  party  may  notify  the other of its
intention  not  to  seek/provide  any  further  financing  hereunder;  provided,
however, that notwithstanding the foregoing, all of Borrower's Obligations shall
survive any expiration or termination of this Agreement  and/or the  termination
of any Facility Contract.

       2.4 Interest Rate,  Computation.  Each Advance shall bear interest at the
respective  Limited  Recourse  Facility  Rate,  Non-Recourse  Facility  Rate  or
Warehouse  Facility  Rate, as  applicable,  which Rates shall be computed on the
basis of a year consisting of 360 days and charged for the actual number of days
during the  period for which  interest  is being  charged.  Except as may be set
forth elsewhere herein,  accrued and unpaid interest on each Warehouse  Facility
Advance shall be due and payable monthly in arrears on the first Business Day of
each month  commencing with the first month  immediately  following the month in
which such Advance is made.  The principal  balance of each  Warehouse  Facility
Advance shall be payable on the earlier to occur of (i) one hundred twenty (120)
days after the related  Disbursement Date, or (ii) the delivery of proceeds of a
Limited Recourse  Facility Advance or a Non-Recourse  Facility Advance which are
applied  to the  related  Warehouse  Facility  Advance  for  the  same  Facility
Contract(s),  to the extent the  principal  balance of such  Warehouse  Facility
Advance is not paid in full as a result thereof.
<PAGE>
       2.5 Payments.  Provided the Borrower is not in default,  Borrower, at its
sole cost and expense,  shall be  responsible  for the billing and collecting of
the  payments  due under any  Contract(s).  All billing with respect to Facility
Contracts  shall be accomplished  by separate  invoices  (i.e.,  not included in
invoices to the same End-User for rentals or other  payments due under any other
agreement  between  Borrower and  End-User),  and shall direct the  End-Users to
forward  all  Facility  Contract  remittances  (for so long as such  remittances
pertain to a Facility  Contract) to the  Lockbox,  which shall be subject to the
Lockbox Agreement,  and at the Bank. The fees and expenses of such Lockbox shall
be payable by Borrower.  With respect to Warehouse Facility Advances and Limited
Recourse  Facility  Advances,  Lender and Borrower  shall agree on a monthly due
date by which  Borrower  shall pay to Lender the  amounts  due under the related
Facility  Contracts,  whether or not such  amounts  have been  remitted  by such
End-Users. With respect to Non-Recourse Facility Contracts, on or before the due
date set forth in each Facility  Contract,  or the next occurring  Business Day,
commencing  with the first month  following  the Advance with  respect  thereto,
Borrower shall pay the amounts due under such Facility  Contracts to Lender,  if
such amounts have been received by Borrower, either directly or via the Lockbox.
All payments made pursuant to this subsection 2.5 shall be applied first, to any
accrued and unpaid fees and expenses then owed by Borrower to Lender; second, to
accrued and unpaid interest then due Lender  calculated at the Limited Recourse,
Non-Recourse or Warehouse Facility Rate, as applicable, through the last date of
such  immediately  preceding  month,  and third,  to principal due Lender on the
Advance with respect to which the payment has been made until paid in full.

       2.6   Prepayment.

             2.6.1  Voluntary  Prepayment.  Borrower  may  prepay  one  or  more
       Advances under the Warehouse Facility in accordance with the terms of the
       next two sentences of this subsection,  except that such prepayment shall
       be without  premium or penalty,  and that Borrower shall provide at least
       five (5)  Business  Days' prior notice  received by Lender.  Borrower may
       prepay one or more Advances under the Limited  Recourse  Facility  and/or
       Non-Recourse  Facility  upon at least  thirty (30)  Business  Days' prior
       notice  received  by  Lender,  by  paying to  Lender  the  amount of such
       prepayment,  plus all  accrued  and unpaid  interest  (at the  applicable
       Facility  Funding Rate(s) or Default Rate)  calculated in accordance with
       the simple interest  method,  plus the amount of the Ordinary  Prepayment
       Premium  applicable  thereto.  For purposes of this  Agreement the simple
       interest  method  shall  mean a  constant  interest  charge  based upon a
       declining principal balance.  Upon request by Borrower,  Lender shall, as
       soon as  practicable,  provide  to  Borrower  the  amount  of  Borrower's
       Obligations  which must be repaid to Borrower to satisfy the requirements
       of this paragraph.

             2.6.2  Mandatory.

                    (a)  Termination of Contract due to End-User  Buyout.  If an
             End-User  voluntarily  terminates  a Facility  Contract  before its
             scheduled  expiration  by  exercising  an  option to  purchase  the
             Facility  Equipment,  Borrower shall prepay the associated  Advance
             within  ten (10)  Business  Days of such  termination  by paying to
             Lender (i) the Loan Repayment  Amount with respect to such Advance,
             along  with  (ii)  the  applicable   Ordinary  Prepayment  Premium.
             Notwithstanding  the foregoing,  if Borrower elects to exercise its
             right of Permitted  Substitution  with  respect to such  terminated
             Facility Contract,  no Ordinary Prepayment Premium shall be payable
             with respect thereto.
<PAGE>
                    (b) Casualty. If (i) any Equipment subject to a Warehouse or
             Limited Recourse Advance is lost or damaged,  (ii) the manufacturer
             of the Equipment determines that such Equipment cannot be repaired,
             and (iii) the  End-User  elects not to replace  the  Equipment  and
             instead to pay a stipulated  loss value or casualty  value (as such
             is defined in the applicable Facility Contract) for such Equipment,
             then,  within ten (10) Business  Days  following a period of ninety
             (90)  days  after  the  determination  is  made  by  the  Equipment
             manufacturer that the Equipment cannot be repaired,  Borrower shall
             prepay the  associated  Warehouse  or Limited  Recourse  Advance by
             paying to Lender the Loan  Repayment  Amount  with  respect to such
             Warehouse or Limited Recourse Advance,  and, to the extent Borrower
             is able to collect  sufficient  proceeds from the insurance carrier
             and/or the End-User, an amount to additionally reimburse Lender for
             costs incident to breaking its corresponding  debt, which shall not
             exceed three  percent (3%) of the  principal  amount  prepaid,  and
             which  shall be  evidenced  by a  certificate  prepared  by  Lender
             showing,  in reasonable  detail,  the calculation of such costs. No
             Ordinary  Prepayment  Premium  shall be  payable  in  respect  to a
             mandatory prepayment made pursuant to this subsection.

                    (c)  Contract  Event of  Default.  If  Borrower  prepays  an
             Advance pursuant to Section 8.2.2 hereof with respect to a Contract
             Event of Default,  no Ordinary  Prepayment Premium shall be payable
             by Borrower to Lender in connection with any such prepayment.

                    (d) Early Termination without End-User Buyout. If a Facility
             Contract  is  voluntarily  terminated  by a  End-User  prior to the
             scheduled  expiration,  without the exercise of a purchase  option,
             Borrower  shall prepay the  associated  Advance  within thirty (30)
             days of such  event by  paying  to  Lender  the (i) Loan  Repayment
             Amount and the (ii)  Ordinary  Prepayment  Premium  with respect to
             such Advance.  Notwithstanding the foregoing, if Borrower elects to
             exercise its right of Permitted  Substitution  with respect to such
             terminated Facility Contract,  no Ordinary Prepayment Premium shall
             be payable with respect thereto.

             2.6.3 No Other  Prepayments  Permitted.  No Advance  may be prepaid
       except as otherwise  expressly provided in this Agreement unless Borrower
       pays the Ordinary  Prepayment  Premium  together with the Loan  Repayment
       Amount for such Advance.

             2.6.4  Involuntary  Prepayment.  Any  prepayment  of  the  Advances
       received by Lender  resulting  from the  exercise by Lender of any remedy
       available to Lender  subsequent to the  occurrence of a Borrower Event of
       Default and the acceleration of Borrower's Obligations shall be deemed to
       be a mandatory prepayment, and the applicable Ordinary Prepayment Premium
       shall be payable with respect thereto.

             2.6.5 Release of Lender  Lien(s).  Upon payment in full of the Loan
       Repayment Amount and the Ordinary  Prepayment  Premium, if any, due under
       Section 2.6.2(a) or 2.6.2(d) hereof,  Lender shall release the applicable
       Lender Lien(s) in the related Collateral.

       2.7 Late  Charges;  Default Rate. If any payment of principal or interest
to be made by  Borrower  to Lender  under the  Facility  becomes  past due for a
period of 10 days,  Borrower shall pay to Lender on demand a late charge of five
percent (5%) of the amount of such overdue payment, provided, however, that such
late charges  shall only apply to  Non-Recourse  Facility  Contracts if Contract
<PAGE>
Proceeds have been received by Borrower, either directly or via the Lockbox, and
not remitted to Lender on a timely  basis.  In  addition,  during a Default Rate
Period, Borrower's Obligations pertaining to the Facility shall bear interest at
the Default Rate.

       2.8 Payment after  Borrower  Event of Default.  Upon the  occurrence  and
during the  continuation of a Borrower Event of Default,  all Contract  Proceeds
pertaining to Facility  Contracts and/or Facility  Equipment shall be applied by
Lender in such manner as Lender shall determine.

       2.9 Maximum  Interest.  Notwithstanding  any  provision  to the  contrary
herein contained,  Lender shall not collect a rate of interest on any obligation
or  liability  due and owing by  Borrower  to  Lender  in excess of the  maximum
contract rate of interest  permitted by applicable law. Lender and Borrower have
agreed  that  the  interest  laws of the  State of  Illinois  shall  govern  the
relationship  between  them,  but in the  event of a final  adjudication  to the
contrary,  nunc pro tunc, Borrower shall be obligated to pay to Lender only such
interest as then shall be permitted by the applicable laws of the State found to
govern the contract relationship between Lender and Borrower. All interest found
in excess of that rate of interest  allowed  and  collected  by Lender  shall be
applied to the Advances in such manner as to prevent the payment and  collection
of interest in excess of the rate permitted by applicable law.

       2.10 Limited Recourse Facility Fee.  Commencing with the first day of the
month  immediately  following 120 days from the date of this Agreement until the
date upon  which the  outstanding  principal  balance  of the  Limited  Recourse
Facility reaches  $1,500,000,  Borrower shall pay to Lender a fee at a per annum
rate of two percent (2.0%) of the result of (i) $5,000,000, minus (ii) the daily
average  principal balance of the Limited Recourse Facility which is outstanding
during the quarter  immediately  preceding  the quarter in which such payment is
made. Thereafter, the Limited Recourse Facility Fee shall be a per annum rate of
one and one-half  percent (1.5%) of the result of (i) $5,000,000  minus (ii) the
daily  average  principal  balance of the  Limited  Recourse  Facility  which is
outstanding during the quarter  immediately  preceding the quarter in which such
payment is made. Such Facility Fee shall be payable  quarterly in arrears on the
first  Business Day of the month.  The amount of each such fee shall be computed
on the basis of a year  consisting of 360 days and charged for the actual number
of days during the period for which such fee is being  charged.  Notwithstanding
the above, no Limited Recourse  Facility Fee shall be due and payable during any
period in which the Limited Recourse Facility is unavailable to Borrower.

       2.11 Method of Payment;  Good Funds. All payments which are to be made by
Borrower to Lender pursuant to the Loan Documents shall be made by wire transfer
to Bank of America,  231 South LaSalle  Street,  Chicago,  Illinois  60697;  ABA
#071000039,  Heller Financial,  Inc., Acct.  #74-21753,  Phone Advice to Product
Credit Manager--LPG and to Product Business Manager--LPG: 708-916-1116.

Payment  shall not be deemed to be received  until  Lender is in receipt of Good
Funds.

                                   ARTICLE III

                             NOTE; SECURITY INTEREST

       3.1  Note.  Borrower's   Obligations  described  in  clause  (i)  of  the
definition of such term shall be evidenced by the ---- Notes.
<PAGE>

       3.2  Grant  of  Security  Interest.  As  security  for  the  payment  and
performance of Borrower's  Obligations,  Borrower hereby grants to Lender a Lien
in the  following  described  collateral  (the  "Collateral"),  such  Lien to be
superior and prior to all other Liens other than Permitted Liens:

             (a) Facility Equipment. All of Borrower's right, title and interest
       in and to the Facility Equipment.

             (b) The  Contracts.  All chattel paper and Contracts  pertaining to
       any Facility Equipment,  including, without limitation, all of Borrower's
       right,  title  and  interest  in,  to and under  each  Facility  Contract
       relating to each item of Facility  Equipment and the right to receive all
       payments thereunder (collectively, the "Intangible Collateral").

             (c)  Lockbox  and  Lockbox  Agreement.   The  Lockbox  and  Lockbox
       Agreement.

             (d)  Recourse Reserve Account. The Recourse Reserve Account.

             (e) Books and  Records.  All of the books and  records of  Borrower
       pertaining to the Property described in subparagraphs (a) - (d) above.

             (f) Proceeds. All attachments,  additions, accessions, upgrades and
       accessories that are part of the related Facility Equipment; all repairs,
       substitutions  and  replacements  pertaining  to the items  described  in
       subparagraphs  (a) through (e) above,  as applicable,  including all cash
       and non-cash  proceeds  (including  Casualty Payments and other insurance
       proceeds) pertaining thereto.

       All of the  Collateral  assigned  to Lender  hereunder  shall  secure the
payment  and  performance  of all of  Borrower's  Obligations,  and  whether now
existing  or in the  future;  provided,  however,  that  upon  the  payment  and
performance in full of all of Borrower's  Obligations with respect to a Facility
Contract (or the exercise of a Permitted Substitution with respect thereto), the
Loan Documents  applicable to such Facility Contract and such Facility Equipment
shall  automatically  terminate and Lender shall execute and deliver to Borrower
such UCC  termination  statements  and other  instruments as may be necessary to
release the applicable Lender Lien(s) in the related Collateral.

       3.3  Substitution of Contracts.  Within Ninety (90) days after a Contract
Event of Default occurs on a Limited Recourse Facility Contract, or in the event
of a prepayment by an End-User with respect to a Facility Contract,  or with the
prior,  written  agreement of Lender,  in addition to any other remedy available
hereunder to Borrower  with respect  thereto,  Borrower may  substitute  another
Eligible  Contract  for  an  existing  Facility  Contract   ("Existing  Facility
Contract"),  provided (i) that the present  value  (determined  using a discount
rate which is equal to the  Facility  Rate which is  applicable  to the Existing
Facility Contract) of the payments remaining under such Substitute Contract,  is
equal to or greater than the present value  (calculated  as described  above) of
the  remaining  payments  of such  Existing  Facility  Contract,  including  any
payments which are past due under such Existing Facility Contract; and (ii) that
the number of  payments  remaining  under  such  Substitute  Contract  equals or
exceeds the number of payments  remaining under the Existing Facility  Contract.
Such substitution shall be deemed to cure such Contract Event of Default.

       3.4 Recourse Reserve  Account.  In conjunction with each Limited Recourse
Facility  Advance,  Borrower agrees to additionally  collateralize  its Net Loss
Pool (as defined in Section 8.3.2 hereof)  obligations under this Agreement with
<PAGE>
a reserve account ("Recourse Reserve Account") equal to ten percent (10%) of the
aggregate Loan Repayment  Amounts for such Limited Recourse  Facility.  Borrower
further agrees that the Recourse  Reserve  Account shall be funded on an ongoing
basis by Lender  withholding  ten  percent  (10%)  from the  calculation  of the
related Limited Recourse Facility Funding Amount and from payment of the related
Advance. Such Recourse Reserve Account shall be under the control of Lender, and
shall earn interest for the benefit of Borrower at the then  prevailing rate for
similar  accounts,  less any  monthly  service  fees  imposed  by the  financial
institution at which such Recourse  Reserve  Account is  maintained.  Lender and
Borrower  agree to adjust  the  balance  of the  Recourse  Reserve  Account on a
calendar quarterly basis,  commencing September 30, 1996 so that the quotient of
the Recourse  Reserve  Account  balance  divided by the aggregate Loan Repayment
Amount is equal to 0.1.

       Should Borrower fail to pay any cure/recourse/prepayment obligation under
the Limited Recourse and/or  Warehouse  Facility when due, Lender shall have the
right to use the  Recourse  Reserve  Account to the extent  necessary to satisfy
such obligation of Borrower. Such right shall be in addition to, and not in lieu
of, any other remedies Lender may have under this Agreement or under  applicable
law.

       Should  any of the  Borrower  Events  of  Default  set  forth in  Section
8.1.1(d) hereof occur, then the entire Recourse Reserve Account shall be paid to
Lender for potential Net Losses  incurred by Lender due to End-Users'  defaults.
Upon  final  liquidation  and/or  pay off of the entire  Borrower  portfolio  of
Facility Contracts,  any remaining balance in the Recourse Reserve Account shall
be returned to Borrower or to Borrower's successor in interest.


                                   ARTICLE IV

                         CONDITIONS OF CLOSING; ADVANCES

       4.1 Conditions of Closing. The Closing shall not take place unless all of
the  conditions  set forth in this Section 4.1 have been  satisfied in a manner,
form and substance satisfactory to Lender:

             4.1.1  Representations  and  Warranties.  On the Closing Date,  the
       representations  and  warranties  of  Borrower  set  forth  in  the  Loan
       Documents shall be true and correct in all material respects.

             4.1.2  Delivery. The following shall have been delivered to Lender,
       each duly authorized and executed:

                    (a) the Agreement, with all Exhibits; the Warehouse Facility
             Note,   the  Limited   Recourse   Facility  Note  and  the  Closing
             Certificate;

                    (b) a certificate of the Secretary or an Assistant Secretary
             of  Borrower in the form of Exhibit J, with all  attachments  noted
             therein;

                    (c) a  certified  copy  of the  forms  of  Contract  used by
             Borrower, to be attached to the Agreement as Group Exhibit C;

                    (d)   the Lockbox Agreement; and

                    (e) such additional  instruments,  documents,  certificates,
             consents,  financing  statements,  waivers  and  opinions as Lender
<PAGE>
             reasonably  may  request,  including,  but not  limited to, a Trust
             Agreement  substantially  in the form of  Exhibit O hereto,  in the
             event that  Borrower  will be retaining  possession of any original
             master leases comprising Facility Contracts.

             4.1.3 Security Interests.  All UCC financing statements,  including
       UCC-1(s)  naming  Borrower  as debtor and  Lender as secured  party to be
       filed where  applicable,  substantially  in the form  attached  hereto as
       Exhibit B, shall have been filed and  confirmation  thereof  received  by
       Lender.

             4.1.4   Opinion  of  Counsel.   Lender  shall  have  received  from
       Borrower's in-house counsel, an opinion dated the Closing Date, addressed
       to Lender in the form of Exhibit K.

             4.1.5  Performance;  No Default.  Borrower shall have performed and
       complied  with  all  agreements  and  conditions  contained  in the  Loan
       Documents to be performed by or complied  with prior to or at the Closing
       Date.

             4.1.6  Approval  of Loan  Documents  and  Security  Interests.  The
       approval  and/or  consent shall have been obtained from all  Governmental
       Bodies and all other  Persons  whose  approval or consent is necessary or
       required to enable Borrower to (i) enter into and perform its obligations
       under the Loan Documents,  (ii) grant to Lender the Lender Lien and (iii)
       consummate the Advances.

             4.1.7  Material  Adverse  Change.  Since the issuance of Borrower's
       most recent fiscal  year-end  financial  statements,  no event shall have
       occurred  which  has a  material  adverse  effect  on (i)  the  financial
       condition,   Property,  business,   operations,   ownership,   structure,
       prospects or profits of Borrower, (ii) the ability of Borrower to perform
       its obligations under the Loan Documents, or (iii) the Collateral.

             4.1.8 Resolution of Borrower's Collection  Procedures.  Lender must
       be satisfied,  in its sole but  reasonable  discretion,  with  Borrower's
       collection procedures and the implementation of such procedures.

             4.1.9 Fees.  Lender shall have received from Borrower in Good Funds
       the sum of $3,000.00 as an  out-of-pocket  fee to cover Lender's  Closing
       costs and expenses.

       4.2  Conditions  of Advances.  The  obligation  of Lender to disburse any
Advances on or after the Closing  Date shall be subject to the  satisfaction  of
all of the  conditions  set  forth in this  Section  4.2 in a  manner,  form and
substance satisfactory to Lender:

             4.2.1 Representations and Warranties.  On the date of such Advance,
       the  representations  and  warranties  of Borrower  set forth in the Loan
       Documents shall be true and correct in all material respects.

             4.2.2   Delivery  of  Documents.   In  addition  to  the  documents
       previously  delivered to Lender pursuant to Section 4.1.2,  the following
       shall have been delivered to Lender, each duly authorized and executed:

                    (a) the  Contract  Funding  Requests  for the Advances to be
             made, with all attachments noted therein;  along with Good Funds in
             the amount of $100.00 per Eligible Contract  requested to be placed
             in the Warehouse Facility, as and for a transaction fee;
<PAGE>
                    (b) such additional  instruments,  documents,  certificates,
             consents,  financing  statements,  waivers  and  opinions as Lender
             reasonably may request.

                    For the purposes of Section  4.2.2(a)  each funded  schedule
       under a master lease shall constitute a separate Eligible Contract.

             4.2.3  Security Interests. The following UCC financing statements:

                    (a) in the case of Facility  Contracts  under which Borrower
             is deemed by  Lender  to be the  owner of the  Equipment,  UCC-1(s)
             naming Borrower as debtor, and Lender as secured party, to be filed
             where the Equipment is located and at Borrower's principal place of
             business,

                    (b)  UCC-1(s)  naming  End-User  as  debtor or  lessee,  and
             Borrower as secured  party or lessor,  to be filed in the  state(s)
             where the Equipment is located,

                    (c) UCC-3(s),  as required,  naming Lender as assignee to be
             filed in the  jurisdiction(s)  where the  UCC-1(s)  referred  to in
             4.2.3(b) above are filed, and

                    (d) all other  filings and actions  requested  by Lender and
             reasonably  required to perfect and  maintain  the Lender Lien as a
             valid and perfected Lien in the  Collateral,  shall have been filed
             and confirmation thereof received by Lender.

             4.2.4 Additional  Conditions.  Borrower shall have re-satisfied the
       conditions set forth in Sections 4.1.5 (Performance;  No Default),  4.1.6
       (Approval of Loan Documents and Security Interests),  and 4.1.7 (Material
       Adverse Change) hereof with respect to the requested Advance(s).

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

       Borrower hereby represents and warrants to Lender as follows:

       5.1 Organization,  Power, Authority, etc. Borrower (i) is duly organized,
validly  existing and in good standing  under the laws of the State of New York,
(ii) is qualified to do business in every jurisdiction in which the character of
the Property  owned or leased by it or the  business  conducted by it makes such
qualification necessary and the failure to so qualify would permanently preclude
Borrower  from  enforcing  its rights with respect to any  Facility  Contract or
Facility  Equipment or would expose  Borrower to any material loss or liability,
(iii) has the power and authority to carry on its  business,  (iv) has the power
and  authority  to  execute  and  perform  this  Agreement  and the  other  Loan
Documents,  and (v) has duly authorized the execution,  delivery and performance
of this Agreement and the other Loan Documents.

       5.2 Validity, etc., of Loan Documents.  This Agreement and the other Loan
Documents  constitute the legal,  valid and binding  obligations of Borrower and
are  enforceable  against  Borrower in accordance with their  respective  terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by equitable  principles  (whether or not any
action to enforce such document is brought at law or in equity).  The execution,
delivery and  performance of the Loan Documents by Borrower (i) has not violated
<PAGE>
and will not violate any provision of law, any order of any  Governmental  Body,
or the  Certificate of  Incorporation  or Bylaws of Borrower,  or any indenture,
agreement  or other  instrument  to which  Borrower  is a party,  (ii) is not in
conflict with, will not result in a breach of or, with the giving of notice,  or
the  passage of time,  or both,  will not  constitute  a default  under any such
indenture,  agreement  or other  instrument,  and (iii)  will not  result in the
creation  or  imposition  of any Lien of any nature  whatsoever  upon any of the
Property of Borrower, except for Permitted Liens.

       5.3  Other  Agreements.  Borrower  is not a  party  to any  agreement  or
instrument  materially  adversely  affecting  its present or proposed  business,
properties,  or assets,  and  Borrower  is not in  default  in the  performance,
observance or fulfillment of any material obligation,  covenant or condition set
forth in any agreement or instrument to which it is a party, which default would
have a material  adverse  effect on the ability of Borrower to consummate any of
the  transactions  contemplated  by the Loan  Documents or to perform any of its
obligations under any of the Loan Documents.

       5.4  Principal  Place of  Business.  The  principal  place of business of
Borrower and its chief executive office are at One Northern Concourse,  P.O. Box
4785,  Syracuse,  New York 13221-4785.  Borrower has not done business under any
name other than CIS Corporation.

       5.5  Priority.  The Lender  Lien is subject to no prior  Liens other than
Permitted  Liens, and all Borrower Liens have been or will be assigned to Lender
pursuant to an Assignment.

       5.6 Financial Statements.  Borrower has delivered to Lender the financial
statements  described on Exhibit L. Such financial statements present fairly the
financial  condition  and results of  operations of Borrower as of the dates and
for the periods indicated therein.  All of the foregoing  financial  statements,
except as otherwise  indicated  therein,  have been prepared in accordance  with
GAAP.

       5.7  Litigation.  Except as set forth in Exhibit M, there are no actions,
suits, arbitrations, proceedings or claims (whether or not purportedly on behalf
of Borrower) pending or to the best knowledge of Borrower,  threatened,  against
Borrower  or  maintained  by  Borrower,  at  law  or in  equity  or  before  any
Governmental Body which, if adversely determined,  would have a material adverse
effect  on the  ability  of  Borrower  to  consummate  any  of the  transactions
contemplated by the Loan Documents or perform any of its  obligations  under any
of the Loan Documents.

       5.8 Necessary Property. Borrower has all necessary rights in its Property
(including  all  patents or  trademarks)  which are  necessary  to  conduct  the
business of Borrower as now conducted.

       5.9 Validity and  Enforceability of Contracts.  At the time a Contract is
assigned to Lender  (and  thereupon  becomes a Facility  Contract)  and,  unless
expressly  limited to that point in time,  at all future  times with  respect to
each of the  Facility  Contracts,  all rights  assigned as part of the  Facility
Contracts, including without limitation all Facility Equipment covered thereby:

             (i) Any  modifications  of a  Contract  from the form  approved  by
       Lender,  as attached to this Agreement as Group Exhibit C, are identified
       in the Contract by amendment or conspicuous markings, letterings or title
       heading  (e.g.  "Additional  Provisions),   and  the  existence  of  such
       modifications  are noted by  Borrower  in the  related  Contract  Funding
       Request;  all Contracts have been originated by Borrower as either lessor
<PAGE>
       or secured party;  all Contracts  arise from a bona fide  non-cancellable
       contract for Eligible Equipment with an Eligible End-User for an Approved
       Contract  Term;  and all  Equipment  described in the Contracts is in all
       respects in accord with the  requirements  of the  Contracts and has been
       delivered  to and  unqualifiedly  accepted  by the  End-User  thereunder;
       unless  specifically  agreed  to  by  Lender  in  writing,  none  of  the
       Equipment,  after delivery and  acceptance by the End-User,  is a fixture
       under the applicable  laws of any state where such Equipment is or may be
       located nor is located outside the United States;

             (ii) All Contracts and related Equipment comply with all applicable
       laws and  regulations,  including,  without  limitation,  interest/usury,
       truth-in-lending  and disclosure laws; all Contracts are genuine,  valid,
       binding  and  enforceable  in  accordance  with their  terms,  accurately
       describe the related  Equipment and the Payments due under the Contracts;
       all  Contracts,  the related  Equipment and all proceeds  thereof are not
       subject to any lien,  claim or security  interest  except the interest of
       the  End-User,  which  shall  be  assigned  to  Lender  contemporaneously
       herewith,  and Permitted  Liens;  and all Contracts,  and related rights,
       agreements,  documents and  instruments  are assignable to Lender without
       notice to or consent of any person,  including  without  limitation,  any
       End-User or any  Governmental  Body or agency and no such assignment will
       delegate,  create or impose any duty,  obligation  or liability on Lender
       except that so long as no Contract Event of Default has occurred,  Lender
       shall not take any action or  exercise  any right that would  disturb any
       End-User's  full and quiet  enjoyment  of all of such  End-User's  rights
       under that Facility Contract;

             (iii)  At the  time  of  Borrower's  assignment  of the  Contracts,
       Borrower has (A) good title to all of the Contracts,  including the right
       to receive the  payments  due  thereunder,  (B) either good title to or a
       first, prior and perfected lien in all related  Equipment;  (B) all legal
       power,  right and  authority to sell the Contracts and grant the security
       interest  described  herein  to  Lender;   (C)  not  sold,   transferred,
       encumbered,  assigned  or pledged  any part of the  Contracts  or related
       Equipment  to any other  Person;  and (D) paid in full all vendors of the
       Equipment subject to the Contracts;

             (iv) All  counterparts of all Contracts have been clearly marked to
       indicate that only one thereof is the "Original" and assignable, and such
       counterpart  shall be the counterpart  delivered to Lender at the time of
       Borrower's assignment of the Contract;

             (v) Except for any master leases,  which are to be held in trust by
       Borrower  pursuant to the Trust  Agreement,  Borrower has provided Lender
       with an original of all material  agreements  entered into in  connection
       with the  Contracts,  and the Equipment  related to such  Contracts;  the
       Contract   constitutes  the  entire  agreement  and  there  are  no  oral
       representations,  warranties or agreements related thereto; the Contracts
       employ  substantially  standard  pricing  and  documentation  (including,
       without  limitation,  provisions  concerning  payment terms,  assignment,
       maintenance,   termination,   renewal,   insurance  and  stipulated  loss
       provisions) which have been approved by Lender;  the Contracts contain no
       purchase  option to the End-User  which has not been disclosed in writing
       to Lender;

             (vi) The End-User in each Contract has  represented  to Borrower in
       the Contract (i) that the  execution,  delivery  and  performance  of the
       Contract was duly  authorized,  and that upon  execution  thereof by each
<PAGE>
       party  thereto,  the  Contract  will  be in full  force  and  effect  and
       constitute  a  valid  legal  and  binding   obligation  of  End-User  and
       enforceable  against End-User in accordance with its terms;  (ii) that no
       consent or approval of, giving of notice to, registration with, or taking
       of any other action in respect of, any state, federal or other government
       authority or agency is required with respect to the  execution,  delivery
       and performance by the End-User of the Contract or, if any such approval,
       notice,  registration  or action is required,  it has been obtained;  and
       (iii) that the entering into and  performance  of the Contract e will not
       violate any judgment,  order, law or regulation applicable to End-User or
       any  provision  of  End-User's  Articles of  Incorporation  or By-Laws or
       result in any breach of, or constitute a default under,  or result in the
       creation of any lien, charge, security interest or other encumbrance upon
       any assets of End-User or upon the Equipment  pursuant to any  instrument
       to which End-User is a party or by which it or its property may be bound;

             (vii)  None of the  following  existed  at the  time of  Borrower's
       assignment to Lender of the Contracts: (i) any payment owing with respect
       to any Contract is past due more than ten (10) days,  (ii) to  Borrower's
       knowledge,  after due inquiry having been made, any End-User is otherwise
       in default  under a  Contract,  or (iii) any  End-User  has  canceled  or
       terminated  or given  notice of or, to  Borrower's  knowledge,  after due
       inquiry having been made, attempted to cancel or terminate any Contract;

             (viii) Borrower has not been made aware, nor has knowledge,  of any
       setoffs,  abatements,  recoupments,  claims, counterclaims or defenses on
       the part of any End-User  under the  Contracts  to any claims  against or
       obligations  of any End-User  thereunder,  nor do the  Contracts by their
       terms  give  rise to any such  right of  setoff,  abatement,  recoupment,
       claims,  counterclaims  or  defenses  against  Borrower  or  assignee  of
       Borrower;

             (ix)  Borrower has not done anything that might impair the value of
       the Contracts or any Equipment covered by the Contracts;

             (x)  All  sales,   gross   receipts,   property  or  other   taxes,
       assessments, fines, fees and other liabilities relating to the Contracts,
       the related  Equipment,  or the proceeds  thereof have been paid when due
       and all filings in respect of any such taxes,  assessments,  fines,  fees
       and other liabilities have been timely made;

             (xi)  Borrower  is not in default  which has  continued  beyond any
       applicable  grace periods or cure rights of any of its obligations  under
       the Contracts,  including without  limitation,  any obligation to repair,
       maintain or replace any  Equipment  or to provide  service as provided in
       the Contracts;

             (xii)  Borrower will not agree to any  alterations,  modifications,
       changes or amendments after Borrower's  assignment without Lender's prior
       written consent;

             (xiii) At the time of Borrower's  assignment of the  Contracts,  no
       amounts have been prepaid on the Contracts  except advance payments which
       are required by the express written terms of the Contracts;

             (xiv)  Borrower has not withheld any  information or material facts
       in  connection  with any  Contracts  or  Equipment  which  would make any
       information  furnished to Lender misleading and Borrower has no knowledge
       of any  Contract  Event of  Default  or of any fact  which may impair the
       validity, value or enforceability of any Contract or Equipment;
<PAGE>
             (xv) Borrower has no reason to believe that any credit  information
       provided to Lender by Borrower  with  respect to any End-User is false in
       all material respects;

             (xvi) All Facility  Equipment is covered by comprehensive  physical
       damage  insurance for the full insurable value thereof,  unless otherwise
       mutually  agreed to by Borrower and Lender,  and, if applicable,  general
       public liability  coverage.  Lender has been named as a "Loss Payee" and,
       if  applicable,  as an  "Additional  Insured".  Said insurance is in full
       force and effect, and has not lapsed or been cancelled by the End-User or
       the respective insurers; all Facility Equipment covered by a Warehouse or
       Limited Recourse Contract is in good condition and repair;

             (xvii) The Contract by its terms may not be canceled or  terminated
       or  attempted  to be  canceled  or  terminated  prior  to the  full  term
       indicated for such  Contract,  and Borrower shall not waive or alter such
       terms;

             (xviii) Borrower has not breached any  representation,  warranty or
       guarantee  under the Contract or any  agreement,  document or  instrument
       related thereto;

             (xix) Upon  recording  financing  statements as outlined in Section
       4.2.3 with  respect  to the  Contracts  and the  related  Equipment,  and
       Lender's  possession of the original  chattel paper with respect thereto,
       Lender's  security  interest  therein  shall be perfected  and shall have
       priority  over all  other  liens,  claims,  rights of other  persons  and
       security interests with respect thereto; and

             (xx)  Borrower  has not filed any  UCC-1 or other  document  in the
       public records against any End-User or End-User Guarantor  concerning any
       proposed  Facility  Contract or  Equipment  except  those which have been
       disclosed and either assigned or subordinated to Lender's interest in the
       Facility Contracts and the related Equipment and Proceeds,  and there are
       no other UCC-1's or other public record  filings  concerning  any part of
       any Facility  Contracts or Equipment  whether  executed by or in favor of
       Borrower.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

       Borrower covenants and agrees with Lender as follows:

       6.1 Payment of Borrower's Obligations. Borrower shall pay and perform all
of  Borrower's  Obligations  as and when the same  become  due,  payable  and/or
performable, as applicable.

       6.2 Preservation of Existence.  Borrower shall maintain its existence and
rights  in full  force  and  effect  to the  extent  necessary  to  perform  its
obligations under the Loan Documents.

       6.3 Legal Requirements. Borrower (i) promptly and faithfully shall comply
with,  conform to and obey all applicable  present and future laws,  ordinances,
rules, regulations and other requirements that could materially adversely affect
the conduct of its operations,  and (ii) shall use or use reasonable  efforts to
cause the portion of the Collateral  consisting of Warehouse or Limited Recourse
Facility  Equipment to be used in a manner and for the use  contemplated  by the
<PAGE>
manufacturer  thereof,  and in  material  compliance  with all  laws,  rules and
regulations of every  Governmental Body having  jurisdiction over such Warehouse
or Limited Recourse Facility Equipment.

       6.4 Financial Statements and Other Reports.  Borrower shall maintain full
and  complete  books of account  and other  records  reflecting  the  results of
Borrower's  operations,  all in accordance with GAAP, and shall furnish or cause
to be furnished to Lender within:

             (i) 125 days after the end of each year, (A) the audited  financial
       statements for such year for Borrower certified (without qualification as
       to  the  opinion  or  scope  of  examination)  by a firm  of  independent
       certified  public  accountants  selected by Borrower and  satisfactory to
       Lender; and (B) a true and correct copy of Borrower's Form 10K filed with
       the Securities and Exchange Commission;

             (ii) 60 days after the end of each year,  computer  diskettes/tapes
       containing all backup data regarding Borrower's portfolio,  in format set
       forth in Exhibit P hereof;

             (iii)  60  days  after  the  end of  each  quarter,  (I)  quarterly
       financial  statements  of  Borrower,  (II) a true and correct copy of the
       Lockbox statements for the preceding quarter, (III) the completed Lockbox
       Compliance  Certificate for the preceding  quarter,  in the form attached
       hereto as Exhibit N, and (IV) a true and correct copy of Borrower's  Form
       10Q filed with the Securities and Exchange Commission;

             (iv) 25 days after the end of each month: reports setting forth (I)
       any change in the  identity or location of all Facility  Equipment,  with
       respect to which Borrower has received notice; (II) leasing,  remarketing
       activities and insurance  settlements with respect to Facility  Contracts
       under which a Contract Event of Default has occurred; (III) a delinquency
       report with respect to Facility Contracts in the form attached as Exhibit
       Q; (IV) amounts received and receivable due under each Facility Contract,
       including  the amounts  overdue and the period for which such amounts are
       overdue,  and (V)  computer  diskettes/tapes  containing  all backup data
       regarding Facility Contracts and Facility Equipment,  in format set forth
       in Exhibit P hereof; and

             (v) 10 days  after  receipt  thereof  by  Borrower,  copies  of all
       End-User  financial  statements  required  to be  delivered  to  Borrower
       pursuant to the applicable Contract.

       All of the items described in clauses (ii, (iii) and (iv) of this Section
       6.4 shall be certified by a Responsible Officer of Borrower.

       6.5 Removal of Facility  Equipment.  Promptly after a Responsible Officer
learns  that any  Facility  Equipment  has been  moved  by a  End-User  from one
location to another,  Borrower will inform Lender or will cause such End-User to
inform Lender of such move and will execute such additional financing statements
as Lender reasonably may request.

       6.6 Damage to Equipment. Promptly after a Responsible Officer learns that
any  Facility  Equipment  is  damaged,  and if such  Facility  Equipment  can be
repaired in accordance with the terms of the applicable  Facility Contract so as
to restore  the same to good and working  order,  Borrower  shall take  whatever
actions  are  required  to be taken by lessor  under the terms of such  Facility
Contract.
<PAGE>
       6.7   Books and Records; Inspections.

             6.7.1 Books and Records. Borrower shall keep and maintain, or cause
       to be kept and  maintained,  complete and accurate  books and records and
       make  all  necessary   entries   therein  to  reflect  the   transactions
       contemplated   hereby  and  all  payments,   credits,   adjustments   and
       calculations relative thereto.

             6.7.2 Inspections.  Upon reasonable prior notice, Lender shall have
       full and complete access to the books and records of Borrower  pertaining
       to the  Collateral.  In addition,  from time to time,  but not more often
       than twice each year (and upon the occurrence and during the continuation
       of a Borrower Event of Default as often as Lender in its sole  discretion
       deems necessary in order to monitor the business activities of Borrower),
       representatives of Lender shall have the right to conduct an audit of the
       books and  records of  Borrower  and  Borrower's  operations.  During the
       pendency of a Borrower Event of Default,  Borrower shall pay to Lender on
       demand the actual, reasonable,  out-of-pocket travel expenses incurred by
       Lender for any employee of Lender who may conduct or assist in conducting
       any such audit.

       6.8 Maintenance.  Borrower, pursuant to the applicable Facility Contract,
shall perform its obligations thereunder with respect to maintenance and service
of Facility  Equipment so as to keep such Facility  Equipment in good  operating
condition, ordinary wear and tear from normal use excepted.

       6.9 Notice of Defaults;  Change in Business and Adverse Events. Except as
otherwise  noted  in  Section  8.2.2  hereof,   Borrower,   promptly  after  any
Responsible  Officer becomes aware thereof,  shall give Lender written notice of
the occurrence of (i) any Event of Default or any Incipient Default, accompanied
by a statement of such  Responsible  Officer  setting forth what action Borrower
proposes  to take in  respect  thereof,  (ii) any  change  in the (A)  executive
officers or key  employees  of  Borrower,  or (B) location of the chief place of
business of Borrower,  (iii) any event which may have a material  adverse effect
on the (A)  enforceability  of the Lender  Lien or (B)  ability of  Borrower  to
perform  any of its  obligations  under  any of the  Loan  Documents,  (iv)  any
material default in payment or performance by Borrower or any End-User under any
Facility  Contract or (v) any material  damage to or irreparable  malfunction of
any Facility Equipment.

       6.10  Insurance.  Borrower,  pursuant to the  Facility  Contracts,  shall
maintain  in force and pay or cause each  End-User  to maintain in force and pay
for any insurance which Borrower or such End-User, as applicable, is required to
provide or cause to be  provided  pursuant  to this Loan  Agreement  and/or each
Facility Contract.  Borrower, pursuant to the applicable Facility Contract, will
cause the  End-User  under each  Facility  Contract  to  maintain  all  Facility
Equipment in accordance  with the terms of all insurance  policies  which are or
may be in effect  with  respect  thereto so as not to alter or impair any of the
benefits or coverage to which  Borrower or the  applicable  End-User is entitled
under any such insurance policies.

       6.11 Taxes. Borrower shall pay or, pursuant to each Contract, shall cause
the End-User thereunder to pay promptly when due all taxes, levies,  assessments
and  governmental  charges  upon or  relating to  Facility  Equipment  for which
Borrower or the applicable End-User is or may be liable.

       6.12  Contracts.  With respect to each of the Contracts,  Borrower shall:
(i) perform all acts  necessary to preserve the validity and  enforceability  of
each such Contract;  (ii) take all actions reasonably necessary to assist Lender
in  collecting  when due all amounts owing to Borrower with respect to each such
<PAGE>
Contract;  (iii) at all times keep accurate and complete  records of performance
by Borrower and the End-User under each such Contract;  and (iv) upon request of
Lender verify with the End-User under each Facility Contract the payments due to
Borrower under such Facility  Contract,  except that (A) prior to the occurrence
of a Borrower  Event of Default or Incipient  Default,  such requests  shall not
occur any more  frequently  than once each year and (B) after the occurrence and
during the  continuation  of a Borrower  Event of Default or Incipient  Default,
such requests may occur as often as Lender shall require.

                                   ARTICLE VII

                               NEGATIVE COVENANTS

       Until  Borrower's  Obligations  are paid and performed in full,  Borrower
shall not:

       7.1  Liens.  Create  or  incur  any  Lien on the  Collateral  other  than
Permitted Liens.

       7.2 Borrowing.  Create, incur or assume any indebtedness which is secured
by Liens on the Collateral other than the Advances or Permitted Liens.

       7.3  Modifications  of Facility  Contracts.  Without  the prior,  written
consent of Lender:  amend,  supplement,  modify,  compromise or waive any of the
terms of any Facility Contract (i) if the effect of such amendment,  supplement,
modification,  compromise  or waiver is to (A) reduce or waive the amount of any
payment  thereunder,  (B) extend the term thereof (except as otherwise permitted
pursuant to Section  7.4), or (C) waive any  provisions  thereof with respect to
taxes,  insurance  or  maintenance  or (ii) unless such  amendment,  supplement,
modification,  compromise  or waiver is with  respect to (A) the  removal of any
Facility Equipment and, in connection with such removal,  Borrower complies with
the  provisions  of Section  6.5,  or (B) a  Permitted  Substitution  and if, in
connection with such Permitted Substitution any prepayment of any portion of the
Facility shall occur, Borrower shall comply with the terms of subsection 2.6.

       7.4  Extensions  of  Facility  Contracts;  Future  Contracts  of Facility
Equipment.  Without the prior written consent of Lender:  (i) Extend the term of
any Facility  Contract,  unless as of the end of the Approved  Contract  Term of
such Facility  Contract,  Lender has released its lien on such Facility Contract
pursuant to the last  paragraph  of Section  3.2, or (ii)  re-lease any Facility
Equipment unless such re-lease is for the purpose of mitigating  damages arising
from a Contract Event of Default.

       7.5  Maintenance  of Perfected  Lender  Lien.  Change the location of its
chief executive  office or principal  place of business,  except if Borrower has
(i) given Lender at least 30 days prior written  notice  thereof and (ii) caused
to be filed all UCC  financing  statements  which in the  opinion  of Lender are
necessary or advisable to maintain the perfection of the applicable Lender Lien.

       7.6 Merger and  Acquisition.  Without at least  thirty  (30) days'  prior
notice to Lender,  consolidate with or merge into any Person,  or acquire all or
substantially all of the stock or Property of any Person.

       7.7  Transactions  with  Affiliates.   Enter  into  any  transaction  for
Equipment  with any  Affiliate  to be  ultimately  financed by Lender  hereunder
unless  the  monetary  or  business  consideration  arising  therefrom  would be
substantially   as   advantageous  to  Borrower  as  the  monetary  or  business
consideration  which would be obtained by Borrower in a comparable  arm's-length
transaction with another Person,  and no other provision of this Agreement would
be violated as a result thereof.
<PAGE>
       7.8 Sale or Transfer of Collateral.  Sell, assign or otherwise dispose of
any interest in the Collateral, except as such is assigned to Lender as provided
herein,  without the prior,  written  consent of Lender,  which Lender shall not
unreasonably  withhold,  and,  in any event,  any  purchaser  or  assignee  from
Borrower shall assume all of Borrower's obligations hereunder and shall take any
interest in the  Collateral  subject and  subordinate to the interests of Lender
hereunder  and shall  execute  such  documents  as may be  required by Lender to
evidence such assumption and subordination.

       7.9 Lockbox  Compliance  Ratio  Covenant.  Allow the  Lockbox  Compliance
Ratio,  as  defined  in  the  Lockbox  Compliance  Certificate,  expressed  as a
percentage, to be less than eighty percent (80%) for three consecutive reporting
periods.

       7.10 Delinquency Covenant.  Allow Facility Contract 90-day delinquency to
be greater than eight percent (8%) of the Aggregate Portfolio Outstandings,  nor
allow Facility Contract total delinquency to be greater than twenty five percent
(25%)  of the  Aggregate  Portfolio  Outstandings.  As  used  herein,  Aggregate
Portfolio  Outstandings  shall have the  meaning set forth in Exhibit Q (Monthly
Delinquency Report).


                                  ARTICLE VIII

                     BORROWER AND CONTRACT EVENTS OF DEFAULT

       8.1   Definitions

             8.1.1 Borrower  Events of Default -- Definition.  The occurrence of
       any of the  following  shall  constitute  a  Borrower  Event  of  Default
       hereunder:

                    (a) Default in Payment.  If Borrower  shall fail to remit to
             Lender when due any payment that Borrower is required to make under
             the Warehouse  and/or Limited Recourse  Facilities,  or required to
             remit under the Non-Recourse  Facility,  when and as the same shall
             become due and  payable,  and such  failure  shall  continue  for a
             period of 5 Business Days after notice from Lender.

                    (b)   Breach  of   Representation   or   Warranty.   If  any
             representation  made by Borrower to Lender in any Loan  Document or
             in any report,  certificate,  opinion,  financial  statement (other
             than those financial  statements  provided by and pertaining to any
             End-User) or other document or statement furnished pursuant thereto
             shall be false or misleading in any material  respect when made, or
             any  warranty  given by Borrower  shall be  breached  by  Borrower,
             unless (i) the fact,  circumstance or condition is made true within
             ten (10) Business Days after notice thereof is given to Borrower by
             Lender,  and (ii) in  Lender's  judgment,  such  cure  removes  any
             adverse effect on the Lender.

                    (c)  Breach of  Covenant.  If  Borrower  shall  fail to duly
             observe or perform any  covenant,  condition or agreement set forth
             in Article VI or VII of the  Agreement  on its part to be performed
             or observed for ten (10) Business Days after a Responsible  Officer
             has knowledge of such failure.
<PAGE>
                    (d)   Bankruptcy, Receivership, Insolvency, etc.

                          (i) If Borrower  shall (A) apply for or consent to the
                    appointment  of a receiver,  trustee or liquidator for it or
                    any of its Property,  (B) be unable to pay its debts as they
                    mature,  (C) make a general  assignment  for the  benefit of
                    creditors, (D) be adjudicated a bankrupt or insolvent or (E)
                    file a voluntary petition in bankruptcy, or a petition or an
                    answer  seeking   reorganization   or  an  arrangement  with
                    creditors   or  to  take   advantage   of  any   bankruptcy,
                    reorganization,    insolvency,    readjustment    of   debt,
                    dissolution or liquidation law or statute, or file an answer
                    admitting  the  material  allegations  of a  petition  filed
                    against it in any proceeding under any such law, or

                          (ii)   If   any   Governmental   Body   of   competent
                    jurisdiction  shall  enter  an  order  appointing,   without
                    consent of Borrower, a custodian, receiver, trustee or other
                    officer with similar powers with respect to Borrower or with
                    respect to any substantial part of the Property belonging to
                    Borrower,  or if an order for relief shall be entered in any
                    case or proceeding  for  liquidation  or  reorganization  or
                    otherwise to take  advantage of any bankruptcy or insolvency
                    law  of  any  jurisdiction,  or  ordering  the  dissolution,
                    winding-up or  liquidation  of Borrower,  or if any petition
                    for any such relief  shall be filed  against  Borrower,  and
                    such petition shall not be dismissed within 45 days.

                    (e) Non-Payment of Other  Indebtedness.  Default by Borrower
             (other  than  in  payment  of  Borrower's  Obligations)  in the (i)
             payment  when due (subject to any  applicable  grace period or cure
             period),  whether by  acceleration  or  otherwise,  of any recourse
             indebtedness, where the amount thereof is in excess of $500,000, or
             (ii)  performance or observance of any obligation or condition with
             respect to any recourse indebtedness of Borrower,  where the amount
             of such recourse  indebtedness is in excess of $500,000 (other than
             in payment of Borrower's Obligations) if the effect of such default
             is to accelerate the maturity of any such recourse  indebtedness or
             to permit the holder thereof to cause such recourse indebtedness to
             become due and payable prior to its expressed maturity.

                    (f) Other Material Obligations.  Default in the payment when
             due,  or  in  the   performance  or  observance  of,  any  material
             obligation of, or condition  agreed to by, Borrower with respect to
             any  purchase or lease of goods or  services,  where (i) the amount
             with respect to any such  purchase or lease of goods or services is
             in excess of $500,000 and (ii) any grace period or cure period with
             respect to any such payment,  performance  or observance has lapsed
             (except such default in payment,  performance  or observance  shall
             not be deemed to constitute a default hereunder if the existence of
             any such  default is being  contested by Borrower in good faith and
             by appropriate proceedings diligently pursued).

             8.1.2 Contract Events of Default -- Definition. The occurrence of a
       default by any  End-User  pursuant  to the terms of a Facility  Contract,
       which default entitles  Borrower to accelerate or terminate such Facility
       Contract or to repossess the related Facility Equipment, shall constitute
       a Contract Event of Default.
<PAGE>
       8.2   Remedies.

             8.2.1 Borrower  Events of Default -- Remedies.  If a Borrower Event
       of Default shall have occurred, and has not been cured by Borrower (or by
       Lender,  at its option) within an applicable  cure period,  or a Material
       Adverse Change occurs of the type set forth in Section 4.1.7 (i) or (ii),
       then Lender shall have the right to do any or all of the following:

                    (a)  complete  and  deliver to the  End-Users  the  Contract
             Payment  Letters in photocopy  form to commence  direct billing and
             collection with respect to the Facility Contracts,  and deduct from
             such receipts and  remittances a fee equal to three percent (3%) of
             the  aggregate  monthly  receipts  ("Administration  Fee") from the
             payment  on  the  Facility   Contracts  as  compensation   for  the
             additional administrative burden;

                    (b) (i)  exercise of any of  Borrower's  rights under any of
             the Facility Contracts, or (ii) by written notice, require Borrower
             to  exercise  on  behalf  of Lender as  secured  party  under  this
             Agreement any and all of the rights available to Borrower under any
             Facility  Contract to the extent not already exercised by Borrower,
             whereupon   Borrower  shall  immediately  take  all  requested  and
             reasonable action;

                    (c)  declare  that no further  Advances  shall be made,  and
             proceed  against  Borrower for all rights and  remedies  Lender may
             have in law or in equity under the Loan Documents;

                    (d) declare the entire amount of Borrower's  Obligations and
             Administration  Fee due and payable  immediately,  and  exercise in
             respect of the Facility  Equipment all the rights and remedies of a
             secured party upon default under the UCC.

             So long as no Contract Event of Default has occurred,  Lender shall
       not take any  action  or  exercise  any  right  that  would  disturb  any
       End-User's  full and quiet  enjoyment  of all of such  End-User's  rights
       under that Facility Contract. Lender will give Borrower reasonable notice
       of the time and place of any public sale of any Collateral or of the time
       after which any public or private  sale of such  Collateral  or any other
       intended  disposition thereof is to be made. Unless otherwise provided by
       law, the requirement of reasonable  notice shall be met if such notice is
       delivered  at least ten (10)  Business  Days before,  or mailed,  postage
       prepaid,  to Borrower,  at least twenty (20) days before the time of such
       sale or disposition.

             Notwithstanding  the foregoing,  to the extent that a breach occurs
       under  Section  8.1.1(b),  and such breach  relates to a single  Facility
       Contract,  Borrower shall have twenty (20) days from receipt of demand by
       Lender to repurchase the Facility  Contract  pursuant to the terms of the
       Mandatory Prepayment clause set forth at Section 2.6.4 herein. Borrower's
       failure to repurchase such Facility  Contract within said twenty (20) day
       period shall then  constitute a Borrower  Event of Default  under Section
       8.1.1(a).

             All actual costs and expenses incurred by Lender in connection with
       the  enforcement  and/or  exercise  of  any  of its  rights  or  remedies
       (including,  without  limitation,  reasonable  attorneys  fees) hereunder
<PAGE>
       shall (i) be payable by Borrower to Lender immediately upon demand,  (ii)
       constitute a portion of  Borrower's  Obligations  and (iii) be secured by
       the Lender Lien.

             8.2.2 Contract Event of Default -- Remedies. Upon the occurrence of
       a Contract Event of Default regarding late or missing payments,  Borrower
       shall,  within  thirty (30) days  thereafter,  deliver to Lender  written
       notice thereof.  Upon the occurrence of a Contract Event of Default other
       than above,  Borrower shall immediately  deliver to Lender written notice
       thereof.  The  above  referenced  notices  shall  identify  the  Facility
       Contract which is in default and the applicable Advance, and describe the
       nature of such  default and the actions  Borrower  proposes to  undertake
       with  respect to such  default.  If any  payment(s)  under a Warehouse or
       Limited Recourse Facility  Contract  become(s) ninety (90) days past due,
       whether or not such payment(s)  have been cured by Borrower,  then within
       ten (10)  Business  Days  thereafter,  Borrower  shall prepay in full the
       unpaid portion of the Advance  pertaining to such Facility  Contract,  or
       exercise its right of substitution pursuant to Section 3.3 hereof. If any
       payment(s) under a Non-Recourse  Facility Contract  become(s) thirty (30)
       days  past  due,  whether  or not  such  payment(s)  have  been  cured by
       Borrower, then Lender may complete and deliver to the applicable End-User
       the Contract  Payment Letter in photocopy form to commence direct billing
       and collection  thereof.  Lender, at any time (unless such Contract Event
       of Default shall have been cured),  at its option,  by notice to Borrower
       and/or End-User,  may terminate such Facility Contract and accelerate all
       payments due thereunder.

                    Lender,  with respect to the Facility  Equipment  subject to
       such Facility Contract,  shall have and may exercise against Borrower all
       the rights and remedies of a secured  party under the Illinois UCC and/or
       the UCC applicable to the location of the related Facility Equipment, and
       any other applicable laws. Lender will give Borrower reasonable notice of
       the time and place of any public  sale of any  Collateral  or of the time
       after which any public or private  sale of such  Collateral  or any other
       intended  disposition thereof is to be made. Unless otherwise provided by
       law, the requirement of reasonable  notice shall be met if such notice is
       delivered  at least ten (10)  Business  Days before,  or mailed,  postage
       prepaid,  to Borrower  at least  twenty (20) days before the time of such
       sale or disposition.  In addition to the foregoing, at Lender's election,
       Lender may complete and deliver one or more Contract  Payment  Letters in
       photocopy form in order to commence  direct  billing and collection  with
       respect to one or more Contracts  subject to a Contract Event of Default.
       Furthermore:

                    (i) Lender only shall be entitled to exercise the rights and
             remedies  set  forth in this  Section  8.2.2  with  respect  to the
             Facility  Contract,  the End-User and the Facility  Equipment which
             are the subject of such Contract Event of Default;

                    (ii) the expenses  and other  payments to which any proceeds
             of  the  Collateral   shall  be  applied  in  accordance  with  the
             provisions of subsections  8.6 & 8.7 shall be so applied to payment
             of Borrower's Obligations pertaining to the Facility Contract which
             is the subject of such Contract Event of Default, and

                    (iii)  upon  payment  and  performance  in  full  of  all of
             Borrower's Obligations pertaining to the Facility Contract which is
             the  subject  of such  Contract  Event  of  Default,  both  (A) the
<PAGE>
             Contract  Event of Default with respect to such Facility  Contract,
             and (B) any related Borrower Event of Default shall be deemed to be
             cured.

       8.3   Recourse

             8.3.1  Full  Recourse  Borrower  shall be liable to Lender  without
       limitation with respect to (i) that portion of Borrower's Obligations (A)
       described in Sections 10.6  (Attorneys' Fees and Other Expenses) and 10.7
       (Indemnity),  and/or (B)  incurred  pursuant to the  Warehouse  Facility,
       and/or (ii) any actual loss, cost, liability,  damage or expense incurred
       by Lender as a result of any of the Borrower Events of Default  described
       in  subsections  (a), (b) and (c) of Section 8.1.1.  Notwithstanding  the
       foregoing,  however,  no officer,  director,  shareholder  or employee of
       Borrower shall have any  individual or personal  liability of any kind to
       Lender  with  respect to any of  Borrower's  Obligations,  other than any
       actual loss, cost,  liability,  damage or expense incurred by Lender as a
       result of any materially adverse  misrepresentation,  gross negligence or
       willful misconduct on the part of such officer, director,  shareholder or
       employee in connection  with the  transactions  contemplated by this Loan
       Agreement.

             If Borrower  becomes  liable to Lender on account of the foregoing,
       Lender shall have all of the rights set forth in Section 8.2.1  (Remedies
       -- Borrower Events of Default).

             8.3.2 Limited Recourse  without  affecting  Borrower's  obligations
       under  Section  8.2.2 hereof,  the maximum  aggregate  amount of Net Loss
       which  Borrower  shall be  required  to bear  hereunder  with  respect to
       Contract Events of Default under the Limited Recourse Facility ("Net Loss
       Pool") shall be limited to:

                    A.  During the second  calendar  quarter of 1996,  an amount
             equal to the greater of (i) twenty  percent  (20%) of the aggregate
             Limited  Recourse  Facility  Funding Amounts paid to Borrower or at
             Borrower's  direction under the Limited Recourse Facility;  or (ii)
             $250,000.00; and

                    B. on June 30,  1996,  the Net Loss Pool  shall be reset for
             the forthcoming  calendar  quarter  initially to an amount equal to
             the  greater  of (i) twenty  percent  (20%) of the  aggregate  Loan
             Repayment  Amount  owed to  Lender  as of June 30,  1996  under the
             Limited Recourse Facility,  or (ii) $250,000.00;  and such Net Loss
             Pool  shall  increase  by  twenty  percent  (20%) of the  aggregate
             Limited  Recourse  Facility Funding Amounts paid to Borrower during
             such quarter for new Limited Recourse Facility Contracts; and

                    C.  thereafter,  on the last Business Day of each succeeding
             calendar  quarter,  the  Net  Loss  Pool  shall  be  reset  for the
             forthcoming  calendar  quarter  initially to an amount equal to the
             greater of (i) twenty percent (20%) of the aggregate Loan Repayment
             Amount  owed to  Lender  as of such  last  Business  Day  under the
             Limited Recourse Facility,  or (ii) $250,000.00;  and such Net Loss
             Pool  shall  thereafter  increase  by twenty  percent  (20%) of the
             aggregate   Limited  Recourse  Facility  Funding  Amounts  paid  to
             Borrower during such  forthcoming  calendar quarter for new Limited
             Recourse Facility Contracts.
<PAGE>
             No Net Loss incurred by Borrower shall be assessed  against the Net
       Loss Pool with respect to any Limited Recourse Facility Contract,  unless
       Borrower  establishes  and  reports a Net Loss on such  Limited  Recourse
       Facility  Contract  within the Remarketing  Period,  whether or not legal
       possession of the related Facility Equipment has been obtained.  Net Loss
       shall  be  established  by  Borrower's  subsequent  disposition  of  such
       Facility  Equipment  in  a  commercially   reasonable  manner  under  the
       applicable state's Uniform Commercial Code within the Remarketing Period,
       and the application of the proceeds  thereof (plus any collected from the
       End-User or any other party) against the Loan Repayment Amount.

             The Net Loss Pool shall be reduced by any charges  made  against it
       pursuant  to  this  Section,  and  increased  by any  recoveries  made by
       Borrower  or Lender,  from  whatever  source,  which had been  previously
       charged against such Net Loss Pool; provided,  however,  that no Net Loss
       shall reduce the Net Loss Pool unless Borrower  establishes a Net Loss on
       the related Limited Recourse Facility Contract within the time frames set
       forth above.

             8.3.3  Non-Recourse.  Anything in this  Agreement  or any  exhibits
       hereto,  any  Non-Recourse  Facility  Note, any  certificate,  opinion or
       documents  of any  nature  whatsoever  to the  contrary  notwithstanding,
       neither Lender nor its  successors or assigns,  nor any holder or holders
       of any Non-Recourse  Facility Note shall have any claim,  remedy or right
       to proceed (at law or in equity)  against  Borrower or any  incorporator,
       shareholder,  director,  officer, or employee of Borrower for the payment
       of any  deficiency or any other sum owing on account of the  indebtedness
       evidenced  by any  Non-Recourse  Facility  Note or for the payment of any
       liability  of any nature  whatsoever  with  respect  to any  Non-Recourse
       Facility Note,  Non-Recourse  Facility Contract or Non-Recourse  Facility
       Equipment  or any  obligations  of  Borrower  under this  Agreement  with
       respect to any Non-Recourse Facility Note, Non-Recourse Facility Contract
       or  Non-Recourse  Facility  Equipment  (except  that Lender  shall not be
       prohibited from asserting a claim against Borrower personally which claim
       is for actual  damages  directly  resulting  from the Borrower  Events of
       Default described in subsections (a), (b) and (c) of Section 8.1.1), from
       any source  other than the  Collateral  pertaining  to such  Non-Recourse
       Facility  Contract,  including  the sums due and to become  due under any
       Non-Recourse  Facility  Contract;  and  the  Lender  by  acceptance  of a
       Non-Recourse  Facility Note waives and releases any liability of Borrower
       for and on  account of such  indebtedness  or such  liability,  except as
       provided  above,  and the  Lender,  its  successors  and  assigns and the
       holders of any  Non-Recourse  Facility  Note agree to look  either to the
       End-User  pertaining  to such  Non-Recourse  Facility  Contract or to the
       Collateral pertaining to such Non-Recourse  Facility Contract,  including
       the sums due and to become due under such Non-Recourse  Facility Contract
       for  the  payment  of  said  indebtedness  or the  satisfaction  of  such
       liability.

       8.4 Reassignment of Facility  Contracts.  Any Facility  Contract which is
paid in full to Lender by Borrower  shall be assigned to Borrower AS IS, WITHOUT
RECOURSE  and  without  representation  or  warranties  of any kind,  express or
implied,  of  any  nature  or  kind  whatsoever,  except  that,  subject  to the
limitations set forth in the last paragraph of this Section, Lender will warrant
and represent that at the time of Lender's  assignment of the Facility Contract,
or the Facility Equipment, or any interest therein, to Borrower,  Lender has not
placed or caused to be placed any lien or encumbrance  on the Facility  Contract
or the Collateral pertaining thereto, and, to the best of its knowledge, has not
done or failed to do  anything  which  would  impair the  enforceability  of the
Facility Contract.
<PAGE>
       Any warranty or representation of Lender regarding the  enforceability of
any  Facility  Contract  is  subject to the  effect of  bankruptcy,  insolvency,
reorganization,  moratorium or other  similar laws  affecting or relating to the
rights of creditors or secured parties generally, including, without limitation,
any limitations imposed by laws, statutes, and judicial decisions relating to or
affecting  the rights of  creditors  or secured  parties  generally,  or general
principles  of equity  (regardless  of  whether  enforcement  is  considered  in
proceedings  at law or in  equity),  upon  the  enforceability  of any  security
interest  or any  remedies,  covenants,  or  other  provisions  of the  Facility
Contract  and upon the  availability  of  injunctive  relief or other  equitable
remedies.

       8.5 Power of Attorney.  In order to permit  Lender to exercise the rights
and remedies set forth herein,  Borrower hereby  irrevocably  appoints Lender as
its attorney-in-fact  and agent with full power of substitution,  in the name of
Lender or in the name of Borrower, to perform any of the following acts upon the
occurrence  of a Borrower  Event of Default : (i) receive,  open and examine all
mail  addressed to Borrower and retain any such mail relating to the  Collateral
and return to Borrower only that mail which is not so related;  (ii) endorse the
name of Borrower on any checks or other  instruments  or evidences of payment or
other documents, drafts, or instruments arising in connection with or pertaining
to the Collateral, to the extent that any such items come into the possession of
Lender; (iii) compromise,  prosecute or defend any action,  claim, or proceeding
concerning  the  Collateral;  (iv)  perform  any and all acts which  Borrower is
obligated  to perform  under the Loan  Documents;  (v)  exercise  such rights as
Borrower  might  exercise  with respect to the  Collateral,  including,  without
limitation,  the leasing or other utilization  thereof and the collection of any
such  rents or other  payments  applicable  thereto;  (vi)  give  notice  of the
existence of the Lender's Lien, including,  without limitation,  notification to
End-Users  and/or other  account  debtors of the existence of such Lender's Lien
with  respect to the rents and other  payments  due to Borrower  relative to the
Collateral;  or (vii) upon notice to Borrower,  execute in  Borrower's  name and
file any notices, financing statements and other documents or instruments Lender
determines  are  necessary or required to carry out fully the intent and purpose
of the Loan Documents or to perfect the Lender Lien.

             Borrower  hereby  ratifies and approves all that Lender shall do or
cause to be done by virtue of the power of  attorney  granted  herein and agrees
that neither  Lender nor any of Lender's  employees,  agents,  officers,  or its
attorneys  will be liable for any acts or omissions or for any error of judgment
or  mistake  of fact or law made  while  acting in good  faith  pursuant  to the
provisions of this subparagraph, unless such act, omission, error of judgment or
mistake of fact or law is determined by a court of competent  jurisdiction  in a
decision  which no longer  is  subject  to appeal to be the  result of the gross
negligence or the willful or wanton  misconduct of Lender or any such employees,
agents, officers or attorneys of Lender. The appointment of Lender as Borrower's
attorney-in-fact is a power coupled with an interest, and therefore shall remain
irrevocable until all of Borrower's  Obligations have been paid and performed in
full.

       8.6  Expenses.  All  actual  costs  and  expenses  incurred  by Lender in
connection with the enforcement and/or exercise of any of its rights or remedies
(including,  without limitation,  reasonable attorneys fees) hereunder shall (i)
be payable by Borrower to Lender  immediately  upon  demand,  (ii)  constitute a
portion of Borrower's Obligations and (iii) be secured by the Lender Lien.

       8.7  Application of Funds.  Any funds received by Lender  pursuant to the
exercise of any rights accorded to Lender pursuant to or by the operation of any
of the terms of any of the Loan Documents,  including,  without limitation, Sale
Proceeds, shall be applied by Lender in the following order of priority:
<PAGE>
             (i)  Expenses:  First to the  payment  of all (A)  actual  fees and
       expenses,  including,  without  limitation,  court costs,  title charges,
       costs of maintaining and preserving the Collateral, reasonable attorney's
       fees,  and all other costs  incurred by Lender in  exercising  any rights
       accorded to Lender  pursuant to the Loan Documents or by applicable  law,
       but  excluding  costs  and  fees  deducted  in the  computation  of  Sale
       Proceeds,  and (B) Liens  superior  to the Liens of Lender,  except  such
       superior  Liens subject to which any sale of the Collateral may have been
       made;

             (ii)  Borrower's  Obligations.  Next,  to the payment of Borrower's
       Obligations, in such order as Lender may determine; and

             (iii)  Surplus.  Any  surplus,  to the  Person or  Persons  legally
       entitled thereto.

       8.8  Remarketing  Assistance on  Non-Recourse  Facility  Contracts.  With
regard to Non-Recourse  Facility  Contracts,  Lender shall be solely responsible
for the costs and expenses of repossession, refurbishment and remarketing of the
Equipment on such Contracts.  If requested by Lender,  Borrower agrees to assist
Lender as follows:

             (i) to use  commercially  reasonable  efforts to resell or re-lease
       the Equipment as soon as possible,  either by public or private sale, and
       for an amount  under the terms and  conditions  acceptable  to Lender (as
       used herein, the term "commercial  reasonable  efforts" shall include but
       not be limited to, advertising,  storing,  displaying, and using the same
       methods  to market  the  Equipment  as  Borrower  uses to market and sell
       equipment  in its  own  business;  and,  in  remarketing  any  Equipment,
       Borrower will not be authorized to make any warranties or representations
       for or on behalf of Lender); and

             (ii) to  notify  Lender  of all  offers  to  purchase  or lease the
       Equipment which Borrower  receives from any third party, and Lender shall
       accept or reject any such  offers in its sole but  reasonable  discretion
       (Lender  has the  right  to  establish  a  minimum  sales  price  for the
       Equipment and Borrower  agrees that it will not sell any Equipment for an
       amount  less than any  established  minimum  sales  price  without  prior
       written authorization from Lender).

       Borrower agrees that any sale, and the terms thereof,  will be subject to
the  prior  approval  of  Lender  in its sole  but  reasonable  discretion;  the
Equipment will be sold "AS IS" without  warranty or  representation,  express or
implied, of any nature or kind whatsoever, except that Lender shall warrant that
the Equipment is free from liens placed thereon, or caused to be placed thereon,
by Lender.

       As compensation for Borrower's  remarketing  services provided under this
Section  8.8,  Lender shall pay Borrower an amount equal to five percent (5%) of
the Loan Repayment Amount of the related Facility Contract, which sum shall be
(i)  payable to  Borrower  upon  consummation  of the resale or  re-lease of the
Equipment on such  Facility  Contract,  (ii) payable out of the proceeds of such
resale or  re-lease,  and (iii) deemed to include any and all  expenses,  costs,
fees,  commissions  and  charges  of  any  nature  whatsoever  related  to  such
remarketing services.
<PAGE>
                                   ARTICLE IX

                                     CLOSING

       The Closing Date shall be such date as the parties shall  determine,  and
the  Closing  shall take place on that date,  provided  all  conditions  for the
Closing as set forth in this Agreement have been  satisfied.  Unless the Closing
occurs on or before March 29, 1996,  this Agreement shall terminate and be of no
further  force or effect,  and  neither  of the  parties  hereto  shall have any
further obligation to any other party.

                                    ARTICLE X

                                  MISCELLANEOUS

       10.1 Rights,  Remedies and Powers. Each and every right, remedy and power
granted to Lender  hereunder  shall be  cumulative  and in addition to any other
right,  remedy  or power not  specifically  granted  herein or now or  hereafter
existing  in  equity,  at law,  by virtue of  statute  or  otherwise  and may be
exercised by Lender from time to time concurrently or independently as often and
in such order as Lender may deem expedient.  Any failure or delay on the part of
Lender  in  exercising  any such  right,  remedy  or power,  or  abandonment  or
discontinuance  of steps to  enforce  the same,  shall not  operate  as a waiver
thereof or affect Lender's right thereafter to exercise the same, and any single
or partial  exercise of any such right,  remedy or power shall not  preclude any
other or further exercise thereof or the exercise of any other right,  remedy or
power.  Acceptance of payments in arrears shall not waive or affect any right to
accelerate Borrower's Obligations.

       10.2 Modifications,  Waivers and Consents.  Any modification or waiver of
any  provision of this  Agreement,  or any consent to any  departure by Borrower
therefrom, shall not be effective in any event unless the same is in writing and
signed  by  Lender,  and then such  modification,  waiver  or  consent  shall be
effective only in the specific  instance and for the specific purpose given. Any
notice to or demand on Borrower in any event not specifically required of Lender
hereunder shall not entitle Borrower to any other or further notice or demand in
the same, similar or other circumstances unless specifically required hereunder.

       10.3  Communications.   All  notices,   consents,   approvals  and  other
communications  under the Loan  Documents  shall be in writing  and shall be (i)
delivered in person, (ii) sent by telephonic  facsimile ("FAX") or (iii) mailed,
postage  prepaid,  either by (A)  registered or certified  mail,  return receipt
requested, or (B) overnight express carrier, addressed in each case as follows:

      To Lender:

      Heller Financial, Inc.
      One TransAm Plaza Drive, Suite 222
      Oakbrook Terrace, Illinois 60181
      Attention: Executive Vice President, Vendor Finance Division
      FAX No.: (708) 916-7457

      Borrower:

      CIS Corporation
      Attention: Director of Corporate Finance And Chief Financial Officer
      P.O. Box 4785, Syracuse, New York 13221-4785 (mail)
      One Northern Concourse, North Syracuse, New York 13212 (overnight express)
      FAX No.: (315) 455-4713
<PAGE>
      with a copy to:   

      CIS Corporation
      Attention: Law Department
      P.O. Box 4785, Syracuse, New York 13221-4785 (mail)
      One Northern Concourse, North Syracuse, New York 13212 (overnight express)
      FAX No.: (315) 455-4713

or to such other  address,  as to either of the  parties  hereto,  as such party
shall designate in a written notice to the other party hereto.  All notices sent
pursuant to the terms of this Section 10.3 shall be deemed  received (i) if sent
by FAX during regular  business  hours, on the day sent if a Business Day, or if
such day is not a Business Day (or a Business Day after regular business hours),
then on the next Business Day, (ii) if sent by overnight,  express  carrier,  on
the next  Business Day  immediately  following the day sent, or (iii) if sent by
registered or certified mail, on the fifth Business Day following the day sent.

       10.4  Severability.  If any provision of this Agreement is prohibited by,
or is unlawful or unenforceable  under, any applicable law of any  jurisdiction,
such provision,  as to such jurisdiction,  shall be ineffective to the extent of
such  prohibi  tion  without   invalidating  the  remaining  provisions  hereof;
provided,  however,  that where the provisions of any such applicable law may be
waived,  they hereby are waived by Borrower to the full extent  permitted by law
so that this  Agreement  shall be deemed to be an  agreement  which is valid and
binding in accordance with its terms.

       10.5 Survival. The warranties, representations,  covenants and agreements
set forth herein shall  survive the making of the Advances and the execution and
delivery of the Loan Documents and shall continue in full force and effect until
Borrower's Obligations have been paid and performed in full.

       10.6 Attorneys' Fees and Other Expenses. Borrower agrees to pay to Lender
on demand any actual  out-of-pocket costs or expenses,  together with reasonable
attorneys'  fees,  incurred  by Lender in  connection  with the  enforcement  or
collection  against  Borrower  of any  provision  of any of the Loan  Documents,
whether or not suit is  instituted,  including,  but not limited to, such actual
costs or expenses arising from the enforcement or collection against Borrower of
any provision of any of the Loan Documents in any state or Federal bankruptcy or
reorganization  proceeding.  In addition,  in the event that Borrower  elects to
submit a Contract  Funding  Request  containing one or more Contracts which have
deviations  from the  standard  form  approved  by Lender and  attached  to this
Agreement as Group  Exhibit C, Lender  reserves the right to charge a reasonable
fee,  based on a rate of $125.00  per hour,  as an offset  against  the  related
Advance, for its inside counsel to review such Contract(s).

       10.7  Indemnity.  Lender assumes no obligation or liability to a End-User
under any Facility  Contract and no Advance shall impose any such  obligation or
liability on Lender except that the Lender agrees not to disturb any  End-User's
right of quiet  enjoyment under a Facility  Contract,  provided such End-User is
not in default thereunder. Borrower agrees to indemnify and save Lender harmless
of, from and against any losses, damages, penalties, forfeitures, claims, costs,
expenses  (including court costs and reasonable  attorneys' fees) or liabilities
which may at any time be brought,  incurred by, or assessed or adjudged  against
Lender from:

       (i)   any  claims  of any  Person  arising  from the  Facility  Contracts
             included  in any  Advance,  including,  without  limitation,  those
             arising or  resulting  from any  failure of any  Facility  Contract
             included in an Advance to comply  with any  applicable  law,  rule,
<PAGE>
             regulation or contractual specifications; any failure on Borrower's
             part to keep or perform any of Borrower's  obligations,  express or
             implied,  with  respect to any  Facility  Contract  included  in an
             Advance;  and any injury to persons or property or any violation or
             invasion of any patent or invention rights;

       (ii)  any breach by Borrower of any of its  representations,  warranties,
             covenants  or other  obligations  or  agreements  contained in this
             Agreement,   in  any  Facility  Contract  included  in  an  Advance
             (including,  without limitation, any such breach by Borrower or any
             entity or person controlled by Borrower);

provided,  however,  that this  indemnification  shall not apply to any  losses,
damages,  penalties,  forfeitures,  claims,  costs,  expenses or  liabilities of
Lender arising from

       (i)   with respect to the Non-Recourse  Facility,  any End-User's failure
       to pay  regularly  scheduled  payments  under a Facility  Contract or any
       other amounts due under the Facility  Contract unless it is determined by
       a court that the  End-User  is not  obligated  to pay, as a result of (A)
       such  Facility  Contract not being an Eligible  Facility  Contract on the
       Disbursement Date for the applicable  Advance (assuming that the End-User
       thereunder  was an Eligible  End-User) and  (B)Borrower  being in default
       under any  obligation it then owes to such End-User  under the applicable
       Facility  Contract  or any  other  agreement  relating  to the  Equipment
       subject to such Facility Contract,

       (ii)  Lender's gross negligence or willful misconduct, or

       (iii) action taken by Borrower at the direction of or with prior approval
        of Lender.

The  parties  hereto will each give the other  notice of any event or  condition
that  requires  indemnification  hereunder,  promptly upon  obtaining  knowledge
thereof. The indemnifying party agrees to pay all amounts due hereunder promptly
on  notice  thereof  from  the  indemnified   party.  To  the  extent  that  the
indemnifying party may make or provide to the indemnified  party's  satisfaction
for payment under this indemnity  provision,  and if the  indemnifying  party is
otherwise in compliance with the terms of this Agreement, the indemnifying party
shall be subrogated to the indemnified party's rights with respect to such event
or condition and shall have the right to control  litigation related thereto and
to determine  the  settlement  of claims  thereon.  All of the  indemnities  and
agreements  contained in this paragraph shall survive and continue in full force
and effect  notwithstanding  termination  of this  Agreement  or of any Facility
Contracts included in the Advances.  Any amounts subject to the  indemnification
provisions  of this Section  shall be paid by Borrower to Lender within five (5)
Business Days following Lender's entitlement thereto.

       10.8 Binding Effect.  This Agreement shall be binding upon the successors
and assigns of Borrower  and shall  inure to the benefit of the  successors  and
assigns of Lender.

       10.9  Assignments;  Participations.  Lender  shall be  entitled  to sell,
assign or  transfer  any  portion of its  interest  in the  Facility;  provided,
however,  Lender  hereby  agrees to deliver to Borrower  notice of such proposed
sale,  assignment  or transfer not less than 30 days prior to the proposed  date
for the  consummation  thereof,  which notice shall include a description of the
financial  institution to which such sale, assignment or transfer is proposed to
be made. In connection  with any such sale,  assignment or transfer,  Lender may
<PAGE>
disclose such information  with respect to Borrower,  its business and financial
affairs and the Facility as Lender  reasonably deems necessary,  unless any such
information  which has been  provided by Borrower to Lender is  confidential  in
nature,  in which  case such  confidential  information  shall not be  disclosed
without  the  prior  written  consent  of  Borrower,  which  consent  shall  not
unreasonably be withheld or delayed.

       10.10  Further  Assurances.  Each of Borrower and Lender agrees that upon
the  request of the other  party  hereto at any time and from time to time after
the  execution  of this  Agreement  it shall  execute and deliver  such  further
instructions,  documents, and certificates and take such further actions as such
party reasonably may request.

       10.11 GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS. THIS
AGREEMENT  AND EACH OF THE OTHER LOAN  DOCUMENTS  SHALL BE A CONTRACT MADE UNDER
AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS  APPLICABLE TO CONTRACTS  MADE
AND  PERFORMED  ENTIRELY  WITHIN THE STATE OF  ILLINOIS.  BORROWER  DOES  HEREBY
SUBMIT,  AT LENDER'S  ELECTION,  TO THE EXCLUSIVE  JURISDICTION AND VENUE OF ANY
COURTS  (FEDERAL,  STATE OR LOCAL)  HAVING A SITUS WITHIN THE COUNTY OF COOK AND
THE STATE OF ILLINOIS  WITH  RESPECT TO ANY  DISPUTE,  CLAIM,  OR SUIT,  WHETHER
DIRECTLY OR  INDIRECTLY  ARISING OUT OF OR  RELATING TO THIS  AGREEMENT,  OR ANY
RELATED  NOTE OR ANY OF  BORROWER'S  OBLIGATIONS  OR  INDEBTED  NESS  HEREUNDER.
BORROWER AGREES THAT, SHOULD LENDER BE UNABLE TO EFFECTUATE  PERSONAL SERVICE OF
PROCESS ON BORROWER, THAT LENDER MAY THEREUPON OBTAIN SUCH SERVICE OF PROCESS ON
BORROWER'S  REGISTERED AGENT,  WHICH SHALL BE THE SECRETARY OF STATE OF NEW YORK
STATE UNTIL BORROWER  OTHERWISE  ADVISES  LENDER.  BORROWER  HEREBY  IRREVOCABLY
WAIVES ANY CLAIM THAT THE COUNTY OF COOK,  STATE OF ILLINOIS IS AN  INCONVENIENT
FORUM OR AN  IMPROPER  FORUM  BASED ON LACK OF VENUE AS WELL AS ANY RIGHT IT MAY
NOW OR HEREAFTER HAVE TO REMOVE ANY SUCH ACTION OR PROCEEDING,  ONCE  COMMENCED,
TO  ANOTHER  COURT ON THE  GROUNDS OF FORUM NON  CONVENIENS  OR  OTHERWISE.  THE
EXCLUSIVE  CHOICE OF FORUM SET FORTH  HEREIN SHALL NOT BE DEEMED TO PRECLUDE THE
ENFORCEMENT  BY LENDER OF ANY  JUDGMENT  OBTAINED IN SUCH FORUM OR THE TAKING OF
ANY ACTION BY LENDER TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION.

       10.12  WAIVER OF JURY  TRIAL.  BORROWER  AND LENDER  HEREBY  WAIVE  THEIR
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING  OUT OF THIS LOAN  AGREEMENT  OR ANY OF THE OTHER LOAN  DOCUMENTS.  THIS
WAIVER IS INTENDED TO BE EFFECTIVE  WITH RESPECT TO ALL DISPUTES WHICH ARISE OUT
OF ANY  OF THE  LOAN  DOCUMENTS  OR  PERTAIN  TO THE  TRANSACTIONS  CONTEMPLATED
THEREBY. THIS WAIVER IS IRREVOCABLE, AND MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING,  AND SUCH  WAIVER  SET  FORTH  HEREIN  SHALL  APPLY  TO ANY  SUBSEQUENT
AMENDMENTS,  RENEWALS,  SUPPLEMENTS  OR  MODIFICATIONS  TO THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS.

       10.13  Possession  and Use of Facility  Equipment.  So long as a Borrower
Event of Default has not occurred, Borrower shall be permitted to remain in full
possession,  enjoyment and control of Facility Equipment, and to manage, operate
and  use the  same  and  each  part  thereof  with  the  rights  and  franchises
appertaining  thereto;  provided always, that the possession,  enjoyment control
and  use of  the  Facility  Equipment  shall  at all  times  be  subject  to the
pertaining  Facility Contract and to the observance and performance of the terms
of this  Agreement.  It is expressly  understood  that the use and possession of
Facility Equipment by the pertaining End-User subject to the pertaining Facility
Contract shall not constitute a violation of this Section 10.13.

       10.14 Constructive Trust for Certain Payments.  Notwithstanding  anything
to the contrary contained in this Agreement, if Lender at any times receives (i)
any  payments in respect of amounts due under a Facility  Contract  for a period
prior to the date set forth in the Contract Payment Letter for receipt by Lender
<PAGE>
of the first payment to be made under such Facility Contract, (ii) so long as no
Borrower  Event of Default  has  occurred,  any  payment  made by an End-User in
respect  of sales or use tax or  property  tax,  or (iii) any other  amount  not
constituting   part  of  the  Collateral,   Lender  shall  hold  such  funds  in
constructive trust for the sole benefit of Borrower and shall promptly turn over
such funds to Borrower.

       10.15 Direct Billing and Collecting Option.  Notwithstanding  anything to
the  contrary  contained  in this  Agreement,  prior to  Borrower  submitting  a
Contract Funding Request for a Non-Recourse  Facility Advance,  Borrower may, at
Borrower's  option,  deliver a Contract Payment Letter to any End-User(s)  whose
Contract(s) are included in such Advance. In such event and with respect only to
Borrower's  Obligations  relating to such Non-Recourse  Facility Contracts under
which the End-User(s)  will be notified prior to the related Advance that Lender
will be billing and collecting,  this Agreement shall be deemed to be amended as
follows:

             (a) The fifth sentence of Section 2.5, beginning with "With respect
       to Non-Recourse Facility Contracts..." shall be deleted and the following
       substituted therefor:

                       "Lender shall bill and collect the payments due under any
                       Non-Recourse  Facility  Contract(s)  as to which Borrower
                       has   delivered   a  Contract   Payment   Letter  to  the
                       End-User(s) prior to the related Advance."

             (b) Subclauses III and IV of clause (iv) of Section 6.4 are deleted
       in their entirety.

             (c)  Clauses  (ii),  (iii) and (iv) in Section  6.12 are deleted in
       their entirety.

             (d) The  following  phrase is inserted at the  beginning of Section
       8.2.1(a);  after the phrase  "whether  or not such  payment(s)  have been
       cured by Borrower,  then" in the first  paragraph of Section  8.2.2;  and
       after the phrase "[i]n addition to the foregoing,  at Lender's election,"
       in the second paragraph of Section 8.2.2:

                       "[i]f Borrower has not previously done so,".


                                           SIGNATURE BLOCK ON FOLLOWING PAGE

<PAGE>

This  Agreement has been executed and delivered by each of the parties hereto by
a duly authorized officer of each such party on the date first set forth above.

HELLER FINANCIAL, INC.                               CIS CORPORATION


By: /s/Jeffrey D. Kochanek                           By:  /s/Frank J. Corcoran
- --------------------------                           -------------------------
AVP, Credit Manager, LPG                             VP                 
              
<PAGE>
 
            Form of Full Recourse Warehouse Facility Promissory Note



                             WAREHOUSE FACILITY NOTE

                               Up to $1,000,000.00

                        Chicago, Illinois March 27, 1996



For  Value  Received,  CIS  Corporation,  a New York  corporation  ("Borrower"),
promises to pay to the order of Heller Financial,  Inc., a Delaware  corporation
("Lender"),  the principal sum of One Million Dollars ($1,000,000.00) or so much
as is advanced by Lender under the Warehouse Facility, plus interest thereon and
any  other  charges  applicable  thereto,  all as set forth  more  fully in that
certain  Multi-Facility  Loan and  Security  Agreement  dated  of even  date and
executed  by and  between  Borrower  and  Lender  (the  "Loan  Agreement").  All
capitalized  terms not otherwise  defined herein shall have the meaning ascribed
to  them in  such  Loan  Agreement,  the  applicable  provisions  of  which  are
incorporated herein by this reference.

This Note is executed to evidence the Warehouse  Facility  described in the Loan
Agreement.  Each Warehouse  Facility  Advance shall bear interest as provided in
the Loan Agreement.  Interest which accrues on each Warehouse  Facility Advance,
together with the principal amount thereof,  shall be payable in accordance with
the Loan  Agreement.  The principal  balance of the Warehouse  Facility,  or any
portion thereof, shall or may be prepaid as described in the Loan Agreement.

If any payment to be made pursuant to this Note becomes past due for a period in
excess of ten (10) days, Borrower shall pay to Lender on demand any late charges
or other payments which Lender is entitled to receive from Borrower  pursuant to
the provisions of Article II of the Loan Agreement.

At the  election  of the  holder  hereof,  upon  the  occurrence  of an Event of
Default,  the Warehouse  Facility,  and all accrued and unpaid interest thereon,
together with any other applicable charges,  shall be and become immediately due
and payable in full.

If any suit or action is  instituted  or attorneys  are employed to collect this
Note or any part  thereof,  Borrower  promises  and  agrees  to pay all costs of
collection, including actual court costs and reasonable attorneys' fees.

Borrower for itself and its successors and assigns hereby waives presentment for
payment,  protest and  demand,  notice of  protest,  demand and of dishonor  and
nonpayment  of this Note,  and  expressly  agrees that this Note, or any payment
hereunder,  may be  extended  from time to time  before,  at or after  maturity,
without  in any  way  affecting  the  liability  of  Borrower  hereunder  or any
guarantor hereof.

Lender or the holder hereof shall not be required to look to any  collateral for
the payment of this Note, but may proceed against the undersigned in such manner
as it deems  desirable.  None of the rights or  remedies of Lender or the holder
hereunder or under the Loan Agreement are to be deemed waived or affected by any
<PAGE>
failure to exercise  same.  All remedies  conferred upon Lender or the holder of
this Note, the Loan Agreement or any other  instrument or agreement to which the
undersigned  is a party or under  which  any or all of them is  bound,  shall be
cumulative and not exclusive, and such remedies may be exercised concurrently or
consecutively at Lender's or the holder's option.

THIS  PROMISSORY NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF
THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN
THE STATE OF ILLINOIS. BORROWER DOES HEREBY SUBMIT, AT LENDER'S ELECTION, TO THE
EXCLUSIVE JURISDICTION AND VENUE OF ANY COURTS (FEDERAL,  STATE OR LOCAL) HAVING
A SITUS WITHIN THE COUNTY OF COOK AND THE STATE OF ILLINOIS  WITH RESPECT TO ANY
DISPUTE,  CLAIM,  OR SUIT  WHETHER  DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR
RELATING TO THIS PROMISSORY NOTE.  BORROWER AGREES THAT, SHOULD LENDER BE UNABLE
TO EFFECTUATE PERSONAL SERVICE OF PROCESS ON BORROWER, THAT LENDER MAY THEREUPON
OBTAIN SUCH SERVICE OF PROCESS ON BORROWER'S  REGISTERED  AGENT,  WHICH SHALL BE
THE  SECRETARY  OF STATE OF NEW YORK  STATE  UNTIL  BORROWER  OTHERWISE  ADVISES
LENDER.  BORROWER HEREBY  IRREVOCABLY  WAIVES ANY CLAIM THAT THE COUNTY OF COOK,
STATE OF ILLINOIS IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF
VENUE  AS WELL AS ANY  RIGHT IT MAY NOW OR  HEREAFTER  HAVE TO  REMOVE  ANY SUCH
ACTION OR PROCEEDING,  ONCE COMMENCED,  TO ANOTHER COURT ON THE GROUNDS OF FORUM
NON  CONVENIENS  OR OTHERWISE.  THE  EXCLUSIVE  CHOICE OF FORUM SET FORTH HEREIN
SHALL  NOT BE DEEMED  TO  PRECLUDE  THE  ENFORCEMENT  BY LENDER OF ANY  JUDGMENT
OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION BY LENDER TO ENFORCE THE SAME
IN ANY OTHER APPROPRIATE JURISDICTION.

BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION  BASED UPON OR  ARISING  OUT OF THIS  PROMISSORY  NOTE.
BORROWER  AND LENDER  ALSO WAIVE ANY BOND OR SURETY OR  SECURITY  UPON SUCH BOND
WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF LENDER. THIS WAIVER IS INTENDED
TO BE EFFECTIVE  WITH RESPECT TO ALL DISPUTES  WHICH ARISE OUT OF THE PROMISSORY
NOTE, THE LOAN DOCUMENTS OR PERTAIN TO THE  TRANSACTIONS  CONTEMPLATED  THEREBY.
BORROWER AND LENDER EACH ACKNOWLEDGE  THAT THIS WAIVER IS A MATERIAL  INDUCEMENT
TO ENTER  INTO A BUSINESS  RELATIONSHIP,  THAT EACH  ALREADY  HAS RELIED ON SUCH
WAIVER IN ENTERING INTO THIS  PROMISSORY  NOTE AND THE OTHER LOAN  DOCUMENTS AND
THAT EACH WILL CONTINUE TO RELY ON SUCH WAIVER IN THEIR RELATED FUTURE DEALINGS.
BORROWER  AND LENDER  FURTHER  WARRANT AND  REPRESENT  THAT EACH  KNOWINGLY  AND
VOLUNTARILY HAS WAIVED ITS JURY TRIAL RIGHTS FOLLOWING  CONSULTATION  WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE, AND MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING,  AND SUCH  WAIVER  SET  FORTH  HEREIN  SHALL  APPLY  TO ANY  SUBSEQUENT
AMENDMENTS,  RENEWALS,  SUPPLEMENTS OR  MODIFICATIONS TO THIS PROMISSORY NOTE OR
THE OTHER LOAN DOCUMENTS.  IN THE EVENT OF LITIGATION,  THIS PROMISSORY NOTE MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

This Note shall be binding upon Borrower,  its successors and assigns, and shall
inure to the benefit of the successors and assigns of Lender.

IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first
written above.



                                          CIS CORPORATION


 


                                      By: /s/ Frank J. Corcoran
                                          ---------------------
                                          VP
<PAGE>

                Form of Limited Recourse Facility Promissory Note



                         LIMITED RECOURSE FACILITY NOTE



                               Up to $5,000,000.00

                        Chicago, Illinois March 27, 1996



For  Value  Received,  CIS  Corporation,  a New York  corporation  ("Borrower"),
promises to pay to the order of Heller Financial,  Inc., a Delaware  corporation
("Lender"),  the principal sum of Five Million  Dollars  ($5,000,000.00),  or so
much as is advanced by Lender under the Limited Recourse Facility, plus interest
thereon and any other charges applicable thereto, all as set forth more fully in
that  certain  Multi-Facility  Loan and  Security  Agreement  dated of even date
herewith and executed by and between Borrower and Lender (the "Agreement").  All
capitalized  terms not otherwise  defined herein shall have the meaning ascribed
to them in such Agreement,  the applicable  provisions of which are incorporated
herein by this reference.

This Note is executed to evidence the Limited Recourse Facility described in the
Agreement.  Each  Advance  shall bear  interest as  provided  in the  Agreement.
Interest  which  accrues on each Advance,  together  with the  principal  amount
thereof,  shall  be  payable  in  accordance  with the  applicable  Amortization
Schedule  attached to each Contract Funding Request.  Each payment  described on
such Amortization  Schedule represents payment of interest as well as principal.
The principal balance of the Limited Recourse Facility,  or any portion thereof,
shall or may be prepaid as described in the Agreement.

If any payment to be made pursuant to this Note becomes past due for a period in
excess of ten (10) days, Borrower shall pay to Lender on demand any late charges
or other payments which Lender is entitled to receive from Borrower  pursuant to
the provisions of Article II of the Agreement.

At the  election  of the  holder  hereof,  upon  the  occurrence  of an Event of
Default,  the Limited  Recourse  Facility,  and all accrued and unpaid  interest
thereon,  together  with any  other  applicable  charges,  shall  be and  become
immediately due and payable in full.

If any suit or action is  instituted  or attorneys  are employed to collect this
Note or any part  thereof,  Borrower  promises  and  agrees  to pay all costs of
collection, including actual court costs and reasonable attorneys' fees.

Borrower for itself and its successors and assigns hereby waives presentment for
payment,  protest and  demand,  notice of  protest,  demand and of dishonor  and
nonpayment  of this Note,  and  expressly  agrees that this Note, or any payment
hereunder,  may be  extended  from time to time  before,  at or after  maturity,
without  in any  way  affecting  the  liability  of  Borrower  hereunder  or any
guarantor hereof.
<PAGE>
Recourse  against  Borrower  shall be  limited  as more  fully  set forth in the
Agreement.  None of the rights or remedies of Lender or the holder  hereunder or
under the  Agreement  are to be deemed  waived or  affected  by any  failure  to
exercise  same.  All remedies  conferred upon Lender or the holder of this Note,
the Agreement or any other instrument or agreement to which the undersigned is a
party or under which any or all of them is bound,  shall be  cumulative  and not
exclusive,  and such remedies may be exercised  concurrently or consecutively at
Lender's or the holder's option.

THIS  PROMISSORY NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF
THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN
THE STATE OF ILLINOIS. BORROWER DOES HEREBY SUBMIT, AT LENDER'S ELECTION, TO THE
EXCLUSIVE JURISDICTION AND VENUE OF ANY COURTS (FEDERAL,  STATE OR LOCAL) HAVING
A SITUS WITHIN THE COUNTY OF COOK AND THE STATE OF ILLINOIS  WITH RESPECT TO ANY
DISPUTE,  CLAIM,  OR SUIT  WHETHER  DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR
RELATING TO THIS PROMISSORY NOTE.  BORROWER AGREES THAT, SHOULD LENDER BE UNABLE
TO EFFECTUATE PERSONAL SERVICE OF PROCESS ON BORROWER, THAT LENDER MAY THEREUPON
OBTAIN SUCH SERVICE OF PROCESS ON BORROWER'S  REGISTERED  AGENT,  WHICH SHALL BE
THE  SECRETARY  OF STATE OF NEW YORK  STATE  UNTIL  BORROWER  OTHERWISE  ADVISES
LENDER.  BORROWER HEREBY  IRREVOCABLY  WAIVES ANY CLAIM THAT THE COUNTY OF COOK,
STATE OF ILLINOIS IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF
VENUE  AS WELL AS ANY  RIGHT IT MAY NOW OR  HEREAFTER  HAVE TO  REMOVE  ANY SUCH
ACTION OR PROCEEDING,  ONCE COMMENCED,  TO ANOTHER COURT ON THE GROUNDS OF FORUM
NON  CONVENIENS  OR OTHERWISE.  THE  EXCLUSIVE  CHOICE OF FORUM SET FORTH HEREIN
SHALL  NOT BE DEEMED  TO  PRECLUDE  THE  ENFORCEMENT  BY LENDER OF ANY  JUDGMENT
OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION BY LENDER TO ENFORCE THE SAME
IN ANY OTHER APPROPRIATE JURISDICTION.

BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS PROMISSORY NOTE. THIS
WAIVER IS INTENDED TO BE EFFECTIVE  WITH RESPECT TO ALL DISPUTES WHICH ARISE OUT
OF THE  PROMISSORY  NOTE,  THE LOAN  DOCUMENTS  OR PERTAIN  TO THE  TRANSACTIONS
CONTEMPLATED THEREBY. THIS WAIVER IS IRREVOCABLE, AND MAY NOT BE MODIFIED EITHER
ORALLY OR IN  WRITING,  AND SUCH  WAIVER  SET FORTH  HEREIN  SHALL  APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS PROMISSORY
NOTE OR THE OTHER LOAN DOCUMENTS.

This Note shall be binding upon Borrower,  its successors and assigns, and shall
inure to the benefit of the successors and assigns of Lender.

IN WITNESS WHEREOF, Borrower has executed this Note as of the date first written
above.


   
                                          CIS CORPORATION





                                      By: /s/Frank J. Corcoran
                                          --------------------
                                          VP


