
                           LOAN AND SECURITY AGREEMENT



                                 CIS Corporation

                                      with

                              CoreStates Bank, N.A.




<PAGE>

                                TABLE OF CONTENTS

                                                                              

         SECTION 1.  DEFINITIONS AND INTERPRETATION
                  1.1      Terms Defined
                           -------------
                  1.2      Accounting Principles
                           ---------------------

SECTION 2.  THE LOANS
                  2.1      Credit Facility - Description
                           -----------------------------
                  2.2      Advances and Payments
                           ---------------------
                  2.3      Preconditions to Advances and Assignment of Leases
                           and Leased Property
                           -------------------
                  2.4      Credit Facility Interest
                           ------------------------
                  2.5      Additional Interest Provisions
                           ------------------------------
                  2.6      Administrative Fee
                           ------------------
                  2.7      Prepayments
                           -----------
                  2.8      Use of Proceeds
                           ---------------
                  2.9      Capital Adequacy
                           ----------------

         SECTION 3.  COLLATERAL
                  3.1      Description
                  3.2      Lien Documents
                  3.3      Other Actions
                  3.4      Searches
                  3.5      Filing Security Agreement
                  3.6      Power of Attorney

         SECTION 4.  CLOSING AND CONDITIONS PRECEDENT TO ADVANCES
                  4.1      Resolutions, Opinions, and Other Documents
                  4.2      Absence of Certain Events
                  4.3      Warranties and Representations at Closing
                  4.4      Compliance with this Agreement
                  4.5      Officers' Certificate
                  4.6      Closing
                  4.7      Non-Waiver of Rights

         SECTION 5.  REPRESENTATIONS AND WARRANTIES
                  5.1      Corporate Organization and Validity
                  5.2      Places of Business
                  5.3      Pending Litigation
                  5.4      Title to Collateral
                  5.5      Governmental Consent
                  5.6      Taxes
                  5.7      Financial Statements
                  5.8      Full Disclosure
                  5.9      Subsidiaries
<PAGE>
                  5.10     Guarantees, Contracts, etc.
                  5.11     Government Regulations, etc.
                  5.12     Names
                  5.13     Other Associations
                  5.14     Environmental Matters
                  5.15     Capital Stock
                  5.16     Solvency
                           --------
                  5.17     Leases and Leased Property
                           --------------------------

         SECTION 6.  BORROWER'S AFFIRMATIVE COVENANTS
                  6.1      Payment of Taxes and Claims
                  6.2      Maintenance of Insurance, Financial Records
                           and Corporate Existence
                  6.3      Business Conducted
                  6.4      Litigation/Action Effecting Plan of
                           Reorganization
                  6.5      Taxes
                  6.6      Bank Accounts
                  6.7      Employee Benefit Plans
                  6.8      Warranties for Future Advances
                  6.9      Financial Covenants
                  6.10     Financial and Business Information
                  6.11     Officers' Certificates
                  6.12     Inspection
                  6.13     Tax Returns and Reports
                  6.14     Material Adverse Developments
                  6.15     Places of Business
                  6.16     Sale of Collateral
                  6.17     Compliance with Plan of Reorganization
                  6.18     Release of Collateral

         SECTION 7.  BORROWER'S NEGATIVE COVENANTS:
                  7.1      Merger, Consolidation, Dissolution or Liquidation
                  7.2      Liens and Encumbrances
                  7.3      Transactions With Affiliates or Subsidiaries
                  7.4      Guarantees
                  7.5      Use of Lender's Name
                  7.6      Continental's Consolidated Financial Statements

         SECTION 8.  DEFAULT
                  8.1      Events of Default
                           -----------------
                  8.2      Cure
                           ----
                  8.3      Rights and Remedies on Default
                           ------------------------------
                  8.4      Nature of Remedies
                           ------------------
                  8.5      Set-Off
                           -------

         SECTION 9.  MISCELLANEOUS
                  9.1      GOVERNING LAW
                  9.2      Integrated Agreement
                  9.3      Waiver
                  9.4      Time
<PAGE>
                  9.5      Expenses of Lender
                  9.6      Brokerage
                  9.7      Notices
                  9.8      Headings
                  9.9      Survival
                  9.10     Successors and Assigns
                  9.11     Duplicate Originals
                  9.12     Modification
                  9.13     Signatories
                  9.14     Third Parties
                  9.15     Discharge of Taxes, Borrower's Obligations, Etc.
                  9.17     Consent to Jurisdiction
                  9.18     Waiver of Jury Trial
                  9.19     WARRANT OF ATTORNEY:
                  9.20     Information to Participant

<PAGE>






                                  EXHIBIT LIST



Exhibit  2.1(b)   --       Form of Revolving Credit Note





                                    

<PAGE>

                           LOAN AND SECURITY AGREEMENT


         This Loan and Security  Agreement  ("Agreement") is dated this 26th day
of June,  1996, by and among CIS Corporation  ("Borrower")  and CoreStates Bank,
N.A., a national banking association ("Lender").


                                   BACKGROUND

         A. Borrower is in the business of leasing personal  property to Lessees
or  otherwise  financing  the  purchase  of  personal  property  for third party
purchasers  pursuant to leases or installment sale agreements.  Borrower wishes,
from time to time, to obtain advances up to the Maximum Credit Limit.  Lender is
willing to make loans and grant extensions of credit to Borrower under the terms
and provisions hereinafter set forth.

         B. The  parties  desire to reduce  the  terms and  conditions  of their
relationship to writing.

         NOW,  THEREFORE,  the parties  hereto,  intending to be legally  bound,
hereby agree as follows:

SECTION 1.  DEFINITIONS AND INTERPRETATION

         1.1 Terms Defined: As used in this Agreement,  the following terms have
the following respective meanings:

                  Account - Any right to payment for goods sold or leased or for
services  rendered  which is not evidenced by an  instrument  or chattel  paper,
whether or not it has been earned by performance.

                  Adjusted  Debt to Tangible Net Worth Ratio - At any time means
the ratio of (i) total  Liabilities  less  Nonrecourse  Debt to (ii)  Borrower's
Tangible Net Worth.

                  Administrative Fee - Section 2.6.

                  Advance(s)  -  Any  monies  advanced  or  credit  extended  to
Borrower by Lender under the Credit Facility.

                  Affiliate - As to any person, each other person that directly,
or indirectly, through one or more intermediaries, controls or is controlled by,
or is under common control with, the person in question.

                  Agreement  -  This  Loan  and  Security  Agreement,  as it may
hereafter be amended, supplemented or replaced from time to time.

                  Aircraft  Lease  - A  Lease  pursuant  to  which  Borrower  is
leasing, or has leased, Leased Property comprised of aircraft,  airframes and/or
aircraft engines (collectively and individually referred to as "Aircraft") which
has a  remaining  term of at least  three (3) months and which is  otherwise  an
Eligible Lease.

                  Aircraft   Loans  -  Revolving   Credit   Loans   specifically
collateralized by and relating to, Aircraft Leases.

                  Aircraft Sublimit - $1,000,000.
<PAGE>
                  Applicable Rate - Section 2.4.

                  Assignment Agreement - Section 2.3(b).

                  Authorized  Officer  - Any  officer  or  partner  of  Borrower
authorized by specific  resolution of Borrower to request  Advances as set forth
in the incumbency certificate referred to in Section 4.1(d) of this Agreement.

                  Base Rate - That per annum rate  designated  or  announced  by
Lender at its principal  office from time to time as its prime rate of interest,
which may be  greater  or less than other  interest  rates  charged by Lender to
other  borrowers  and is not solely  based or dependent  upon the interest  rate
which Lender may charge any particular borrower or class of borrowers.

                  Books and Records - All of Borrower's  original  ledger cards,
payment  schedules,  credit  applications,   Contract  Rights,  liens,  security
instruments, guarantees and other General Intangibles relating in any way to the
Leases or Leased Property.

                  Borrowing  Base - As of any date of  determination,  an amount
equal to the lesser of, (i) the  Maximum  Credit  Limit,  or (ii) the  aggregate
amount,  with respect to the Eligible Leases, of the lesser of the following for
each Eligible Lease, as determined on a lease-by-lease basis, (A) eighty percent
(80%) of the original cost of the Leased Property,  less the aggregate amount of
payments  scheduled  to have been paid prior to the date of  determination  with
respect to the corresponding  Eligible Lease, and (B) seventy-five percent (75%)
of the present value of the remaining  scheduled  Lease  payments due under such
Eligible  Lease,  discounted  at the then  applicable  Applicable  Rate, as such
Applicable Rate may change from time to time.

                  Borrowing Base Certificate - Section 2.1(d).

                  Business Day - Any day that is not a Saturday or Sunday or day
on which Lender is required or permitted to close.

                  Closing Date - Section 4.6.

                  Collateral - All now or hereafter  existing  Leases and Leased
Property,  Books  and  Records  and all  cash  and  noncash  proceeds,  thereof,
including insurance proceeds.

                  Continental -  Continental  Information  Systems  Corporation,
parent company of Borrower which owns 100% of the issued and  outstanding  stock
of Borrower.

                  Contract Rights - All rights under contracts not yet earned by
performance.

                  Credit Facility - Section 2.1(a).

                  Current  Term - The  Initial  Term  during  the  period of the
Initial  Term,  and any renewal or extended  term  during the term  thereof,  if
Lender elects, in its sole discretion to renew or extend the Credit Facility.

                  Defaulted Lease - Any Lease where the Lease or Leased Property
associated   therewith   fails,   at  any  time,  to  comply  with  all  of  the
representations and warranties set forth in Section 5.17 below.
<PAGE>
                  Distribution -

                  (1)      Dividends or other distributions on capital stock
of Borrower; and

                  (2) The redemption, repurchase or acquisition of such stock or
of warrants, rights or other options to purchase such stock.

                  Eligible Lease(s) - All Leases which meet all of the following
specifications:  (1) are not  subject to any Lien,  security  interest  or prior
assignment  other than Permitted  Liens;  (2) are valid and enforceable  Leases,
representing  the  undisputed  obligation  of  each  Lessee,  with  rentals  due
thereunder  not more than 60 days past due;  (3) are not subject to any defense,
set off, counterclaim,  deduction,  or allowance or adjustment;  (4) provide for
the lease of Leased  Property  which has not been  returned,  rejected,  lost or
damaged; (5) arose in the ordinary course of Borrower's  business;  (6) Borrower
has not received notice of bankruptcy, receivership,  reorganization, insolvency
or material  adverse  change in the financial  condition of the Lessee;  (7) the
Lessee is not a Subsidiary or Affiliate of Borrower,  does not control Borrower,
and is not under the control of or under common control with  Borrower;  (8) are
not Defaulted Leases and comply with all general warranties set forth in Section
5.17 hereof;  (9) are Leases  which have not been an "Eligible  Lease" under the
Borrowing  Base for more than twelve  months in the  aggregate;  (10) are Leases
with  stated  terms of not greater  than 60 months;  and (11) if such Leases are
Aircraft  Leases,  Borrower  shall have delivered each of the items with respect
thereto required by Section 2.3(c) hereof.

                  Equipment - The meaning  ascribed  thereto in the Pennsylvania
Uniform Commercial Code.

                  ERISA - The Employee  Retirement  Income Security Act of 1974,
as the same may be amended, from time to time.

                  Event of Default - Section 8.1.

                  Expenses - Section 9.5.

                  Financial  Statements - The  financial  statements of Borrower
prepared in accordance with GAAP.

                  GAAP - Generally accepted  accounting  principles as in effect
on the Closing Date, as may be amended from time to time.

                  General  Intangibles  - The  meaning  ascribed  thereto in the
Pennsylvania  Uniform Commercial Code and shall include,  but not be limited to,
all  Contract  Rights  (including  without  limitation,  all  rights  under  any
remarketing agreements), chattel paper, documents,  instruments, books, records,
ledgers,  journals,  check books,  print outs,  blue prints,  designs,  computer
programs,  computer  tapes,  punch cards,  formulae,  drawings,  customer lists,
choses in  action,  claims,  goodwill,  designs  and  plans,  licenses,  license
agreements,  tax and all other types of refunds, returned and unearned insurance
premiums,   rights  and  claims  under  insurance  policies,   patents,   patent
application,  trademarks,  trade names, trade styles, trademark applications and
copyrights.

                  Hazardous Substance - Section 5.14.

                  Initial Term - Section 2.1(c).
<PAGE>
                  Interest  Coverage  Ratio - The ratio of Borrower's  operating
cash flow (Net Income before interest,  taxes,  depreciation  and  extraordinary
items) to interest expense (excluding interest expense recorded on Continental's
financial statements as relating to Nonrecourse Debt).

                  Inventory - The meaning  ascribed  thereto in the Pennsylvania
Uniform   Commercial  Code  and  shall  include  all  additions,   improvements,
accessions,  attachments,  upgrades,  replacements and substitutions  thereto or
therefor.

                  IRS - Section 6.7.

                  Lease(s)  - All of  Borrower's  Accounts,  Documents,  General
Intangibles,  Instruments  and Chattel Paper arising in connection with each and
every  equipment  lease,  including  without  limitation each and every Aircraft
Lease,  and/or schedule to a master lease agreement,  assigned to Lender, or now
or hereafter  designated  on any  schedule,  Assignment  Agreement or Collateral
Agreement (with respect to an Aircraft  Lease) as being assigned to Lender.  The
term "Lease" includes (i) all payments to be made thereunder, (ii) all rights of
Borrower  therein,  and (iii) any and all  amendments,  renewals,  extensions or
guarantees thereof.

                  Leased  Property  - Any  property  leased  or to be  leased or
financed by Borrower  pursuant to a Lease; the term "Leased  Property"  includes
all of Borrower's Inventory or Equipment,  including without limitation Aircraft
subject to an Aircraft Lease, so leased and any and all additions, improvements,
accessions,  attachments,  upgrades,  replacements and substitutions thereto and
therefor.

                  Lessee - The lessee(s) or obligor(s)  responsible  for payment
and/or performance under a Lease.

                  Liabilities  -  All  of  Borrower's   liabilities   (excluding
indebtedness  for  borrowed  money  which  is  expressly   subordinated  to  the
Obligations of Borrower to Lender, on terms  satisfactory to Lender) as would be
shown on a consolidated  financial  statement of Borrower prepared in accordance
with GAAP.

                  Lien - Any interest of any kind or nature in property securing
an obligation owed to, or a claim of any kind or nature in property by, a Person
other than the owner of the  Property,  whether  such  interest  is based on the
common law, statute,  regulation or contract, and including, but not limited to,
a security  interest  or lien  arising  from a  mortgage,  encumbrance,  pledge,
conditional sale or trust receipt, a lease, consignment or bailment for security
purposes, a trust, or an assignment.

                  Loans - All Revolving Credit Loans.

                  Loan Documents - This Agreement, the Revolving Credit Note and
all agreements, instruments and documents executed and/or delivered from time to
time in  connection  therewith,  all as may be amended or replaced  from time to
time.

                  Maturity Date - Section 2.1(c).

                  Maximum Credit Limit - Five Million ($5,000,000) Dollars.

                  Net  Income  - The  consolidated  net  income  after  taxes of
Borrower as such would appear on  Borrower's  consolidated  statement of income,
prepared in accordance with GAAP.
<PAGE>
                  Nonrecourse  Debt - All  Liabilities  of  Borrower  which  are
non-recourse  in nature and treated as  non-recourse  obligations  on Borrower's
Financial Statements.

                  Obligations  -  All  existing  and  future   liabilities   and
obligations  of every  kind or nature at any time owing by  Borrower  to Lender,
whether joint or several, related or unrelated, primary or secondary, matured or
contingent,  due or to become due,  and  whether  principal,  interest,  fees or
Expenses,  including,  without limitation,  obligations in respect of the Credit
Facility and this Agreement and any  extensions,  modifications,  substitutions,
increases  and  renewals  thereof,  and the  payment of all  reasonable  amounts
advanced by Lender to preserve,  protect and enforce rights hereunder and in the
Collateral and all Expenses incurred by Lender in connection therewith.

                  PBGC - Section 6.7.

                  Pennsylvania  Uniform  Commercial  Code  or UCC - The  Uniform
Commercial  Code as enacted in  Pennsylvania,  as the same shall be amended from
time to time.

                  Permitted  Liens - Any of the following  Liens:  (i) a Lien on
the  Collateral  granted by  Borrower  to Lender  pursuant  to Section 3 of this
Agreement;  (ii) the leasehold  interest(s) of the Lessee(s) under the Lease(s);
(iii) any Liens to which Lender has consented in writing and which are expressly
subordinate  to (i) or (ii)  above;  and (iv)  Liens  for taxes  (excluding  any
federal tax lien) or assessments and similar  charges,  which either are (A) not
delinquent or (B) being  contested  diligently  and in good faith by appropriate
proceedings,  and provided  that  Borrower  has set aside on its books  adequate
reserves in respect thereof in accordance with GAAP and only so long as Lender's
Lien on the Collateral is not materially and adversely affected thereby.

                  Person  -  An  individual,  partnership,  corporation,  trust,
unincorporated association or organization, joint venture or any other entity.

                  Plan of Reorganization - That certain Trustee's Proposed Joint
Plan of  Reorganization  dated  October  4, 1994 in the  bankruptcy  case of CIS
Corporation,  Continental  Information  Systems  Corporation,  et al, 89 B 10073
(PBA) through 89 B 10084
(PBA) inclusive.

                  Property - Any interest of Borrower in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.

                  Revolving Credit Note - Section 2.1(b).

                  Subsidiary - Any corporation  more than fifty percent (50%) of
whose voting stock is legally and  beneficially  owned by Borrower or owned by a
corporation  more than fifty  percent (50%) of whose voting stock is legally and
beneficially owned by Borrower.

                  Tangible  Net  Worth  -  At  any  time  means  the  amount  of
stockholders  equity on a consolidated  basis (excluding  trademarks,  goodwill,
covenants not to compete, deferred closing costs and all other intangible assets
as that term is defined under GAAP).

                  Unmatured  Event of Default - An event or condition which with
the  passage of time,  the giving of  notice,  or both would  become an Event of
Default.
<PAGE>
         1.2 Accounting  Principles:  Where the character or amount of any asset
or  liability or item of income or expense is required to be  determined  or any
consolidation  or other  accounting  computation  is required to be made for the
purposes of this  Agreement,  this shall be done in accordance with GAAP, to the
extent applicable, except as otherwise expressly provided in this Agreement.

SECTION 2.  THE LOANS

         2.1      Credit Facility - Description:

                  (a)  Subject to the terms and  conditions  of this  Agreement,
Lender hereby  establishes for the benefit of Borrower a  discretionary  line of
credit facility  ("Credit  Facility")  which shall include Advances which may be
extended by Lender in its sole and absolute  discretion to or for the benefit of
Borrower  from time to time  hereunder  in the form of  revolving  credit  loans
("Revolving Credit Loans").  The aggregate  outstanding  principal amount of all
Revolving  Credit  Loans,  at any time,  shall not  exceed the  Borrowing  Base.
Subject to such  limitation,  the  outstanding  balance of all Revolving  Credit
Loans may  fluctuate  from time to time,  to be  reduced by  repayments  made by
Borrower,  to be increased by future Revolving Credit Loans which may be made by
Lender.  In no event shall the initial  principal  amount of any Advance be less
than $200,000.  If the aggregate  outstanding  principal amount of all Revolving
Credit Loans exceeds the Borrowing Base,  Borrower shall either  immediately (x)
repay such excess in full or (y) pledge additional Eligible Leases in accordance
with the terms  hereof.  Lender has the right at any time and from time to time,
in its  sole  discretion,  (but  without  any  obligation)  as a form of  credit
enhancement,  to (i) require that Borrower supply  additional  and/or substitute
Collateral or (ii) demand that Borrower repay a portion of the outstanding Loans
in an amount that Lender deems appropriate  within fifteen (15) Business Days of
such demand.  The  Obligations  of Borrower  under the Credit  Facility and this
Agreement shall at all times be absolute and unconditional.

                  (b)  At  Closing,  Borrower  shall  execute  and  deliver  its
promissory  note  to  Lender  in the  principal  face  amount  of  Five  Million
($5,000,000) Dollars (as may be amended, modified or replaced from time to time,
the  "Revolving  Credit  Note").   The  Revolving  Credit  Note  shall  evidence
Borrower's  absolute  and  unconditional  obligation  to  repay  Lender  for all
Revolving Credit Loans made by Lender under the Credit  Facility,  with interest
as herein and therein  provided.  Each and every Revolving Credit Loan under the
Credit Facility shall be deemed  evidenced by the Revolving  Credit Note,  which
are  deemed  incorporated  herein  by  reference  and  made a part  hereof.  The
Revolving  Credit Note shall be  substantially  in the form set forth in Exhibit
"2.1(b)" attached hereto and made a part hereof.

                  (c) The term  ("Initial  Term") of the Credit  Facility  shall
expire on May 31,  1997.  The  Credit  Facility  may,  nonetheless,  be  renewed
annually in Lender's sole  discretion,  for additional one year periods provided
Borrower  requests  such  renewal  at least 60 days prior to the last day of the
then Current Term. All Revolving  Credit Loans shall be repaid on the earlier of
(i) 90  days  following  DEMAND  by  Lender  that  Borrower  repay  all  amounts
outstanding  under the Credit Facility or (ii) the last day of the Current Term,
unless such term is renewed or extended in Lender's sole  discretion  ("Maturity
Date"). Without impairing the discretionary nature of the Credit Facility, after
the Maturity Date no further Advances shall be available from Lender.

                  (d)  Borrower  shall  deliver,  at least  monthly on the tenth
Business  Day of each month,  and with each  borrowing  request,  unless  Lender
requests more frequent  delivery,  a borrowing  base  certificate in the form of
Exhibit  2.1(d)  attached  hereto  and  made  a  part  hereof  ("Borrowing  Base
<PAGE>
Certificate");  provided  that so long  as no  Event  of  Default  has  occurred
hereunder,  Lender shall not request Borrowing Base Certificates more frequently
than twice per month in  addition  to those  delivered  with each  request for a
borrowing.  Each Borrowing Base  Certificate  shall be executed by an Authorized
Officer, evidencing the availability under the Borrowing Base.

                  (e) As a sublimit  under the  Credit  Facility,  Borrower  may
request,  and Lender, in its sole and absolute  discretion may advance Revolving
Credit Loans in the form of Aircraft Loans;  provided that in no event shall the
maximum  amount of all Aircraft  Loans  exceed the  Aircraft  Sublimit and in no
event shall all Revolving  Credit Loans,  including such Aircraft Loans,  exceed
the Borrowing Base.  Notwithstanding  anything to the contrary contained in this
Agreement,  including the existence of excess  availability  under the Borrowing
Base,  each  Aircraft  Loan shall be repaid by  Borrower in  accordance  with an
amortization  schedule determined by Lender based on the anticipated payments to
be made under the  corresponding  Aircraft Lease, at the time such Aircraft Loan
is made.

         2.2      Advances and Payments:

                  (a)  Except  to  the  extent   otherwise  set  forth  in  this
Agreement, all payments of principal and of interest on the Credit Facility, the
Administrative  Fee,  the  Expenses,   and  all  other  charges  and  any  other
Obligations  of  Borrower  hereunder,  shall  be  made  to  Lender  at its  main
Philadelphia  banking  office  CoreStates  Bank,  N.A.,  1339  Chestnut  Street,
Philadelphia,  Pennsylvania,  in United States dollars, in immediately available
funds.  Lender  shall have the  unconditional  right and  discretion  to make an
Advance under the Credit Facility in the form of a Revolving Credit Loan to pay,
and/or to charge Borrower's operating account for, all of Borrower's Obligations
as they  become  due from time to time under this  Agreement  including  without
limitation, interest, principal, fees and reimbursement of Expenses.

                  (b) (i) Advances which may be made by Lender from time to time
under the Credit  Facility shall be made available by crediting such proceeds to
Borrower's operating account with Lender.

                           (ii)  All  Advances  requested  by  Borrower  must be
requested by 11:00 A.M. Philadelphia time, three Business Days prior to the date
of such  requested  Advance.  All  requests or  confirmation  of requests for an
Advance  are  to be in  writing  and  may  be  sent  by  telecopy  or  facsimile
transmission  provided  that Lender shall have the right to require that receipt
of such request not be effective  unless  confirmed via  telephone  with Lender.
Subject to satisfaction of the terms and conditions  hereof,  and if Lender,  in
its sole discretion,  decides to make such Advance,  the requested Advance shall
be made available to Borrower by crediting  such amount to Borrower's  operating
account with Lender on the day the requested Advance is to be made.

         2.3      Preconditions to Advances and Assignment of Leases and
                  Leased Property

                  (a)      Before Lender will make any Advance:

                           (i)  Borrower  will  deliver to Lender the  following
(dated and signed) in form and substance satisfactory to Lender:

                                    A. A  borrowing  request  setting  forth the
requested  date of the Advance (but no sooner than 3 Business  Days after Lender
receives  the  request),   the  requested   advance  amount,  a  Borrowing  Base
Certificate in the form attached hereto as Exhibit "2.1(d)" setting forth the
<PAGE>
availability  under  the  Borrowing  Base,  any  information  required  by  this
Agreement  and such other  information  as Lender shall  reasonably  request.  A
borrowing  request may be made  orally,  provided  that  Borrower  confirms  the
request in writing within two (2) days  thereafter,  provided  further  however,
that,  notwithstanding the discretionary  nature of the Credit Facility,  Lender
need not make any Advances until Lender receives actual written confirmation and
a Borrowing Base Certificate,

                                    B. Such financial information concerning any
of the Leases, Borrower or any Lessee as Lender may reasonably request, and

                                    C. Such other  instruments,  agreements  and
documents as Lender  reasonably  requests to carry out the intent of the parties
to this Agreement.

                           (ii) No  Event  of  Default  or  Unmatured  Event  of
Default shall have occurred hereunder.

                  (b) In order to establish  and/or increase the Borrowing Base,
Borrower  shall  deliver  to Lender the  following  items (all to be in form and
substance satisfactory to Lender):

                           (i) A description  of the collateral  package,  which
shall include, a description of the Lessee, the Leased Property, the net cost of
the Leased Property, the net remaining principal balance under the Lease(s), and
the terms of and rentals owed under each Lease, and such other information which
Lender shall reasonably request,

                           (ii)  An  Assignment  Agreement  signed  by  Borrower
assigning Borrower's right, title and interest in and to the Leased Property and
Leases to Lender,  in the form attached hereto as Exhibit "2.3(b)"  ("Assignment
Agreement"),

                           (iii)  Invoices  showing  the true cost of the Leased
Property net of any servicing or maintenance  charges,  brokers' fees or similar
type of "soft costs" along with proof that full payment for the Leased  Property
has been made to the vendor,

                           (iv)  If  requested  by  Lender,  additional  Uniform
Commercial Code ("UCC") financing  statements  covering,  inter alia, the Leased
Property and the Leases  listing Lender as secured party and Borrower as debtor,
to be filed in locations reasonably required by Lender,

                           (v) Copies of all UCC-1 financing statements filed by
Borrower  against   Lessee(s)  and  any   acknowledgment   copies  or  recording
information Borrower has received back from the recording offices,

                           (vi) Subject to 5.17(c)  below,  the sole original of
each Lease along with all schedules duly assigned to Lender,

                           (vii)  Evidence that each item of Leased  Property is
insured  against such risks, in such amounts,  with such insurance,  and on such
terms and  conditions  as shall be  satisfactory  to Lender,  including  but not
limited to,  provisions  naming Lender as lender loss payee, as its interest may
appear,  and preventing  cancellation or modification of the insurance  coverage
without at least 30 days prior notice to Lender ("Insurance Coverage"),

                           (viii) A certificate  of acceptance or other document
evidencing that the Lessee has received and accepted the Leased Property, and
<PAGE>
                           (ix)  An  undated   notice  signed  by  the  Borrower
directing  each  Lessee to pay all sums due or to become  due under  each  Lease
directly to Lender ("Lessee Notice") to be used only following the occurrence of
an Event of Default.  Lender will hold the Lessee Notices in escrow and will not
release them, unless and until an Event of Default shall have occurred.

                  (c) In order for an Aircraft  Lease to  constitute an Eligible
Lease,  Borrower  shall in addition to those items  described in Section  2.3(b)
above,  deliver to Lender the  following  items (all to be in form and substance
satisfactory to Lender):

                           (i) Collateral Agreement;

                           (ii) Aircraft Chattel Mortgage;

                           (iii) Aircraft Bill of Sale;

                           (iv)  Opinion of special  counsel with respect to the
Aircraft and the assignment of Borrower's right,  title and interest therein and
thereto to Lender;

                           (v)   specific   UCC-1   Financing    Statements   as
appropriate and as requested by Lender, in order to perfect Lender's interest in
the Aircraft and related Property;

                           (vi) a Notice and  Acknowledgment of Assignment to be
delivered to the Lessee upon the occurrence of an Event of Default;

                           (vii) appropriate Engine Exchange Agreements;

                           (viii) appropriate UCC-3 Termination Statements;

                           (ix)  appropriate  FAA  Releases  and FAA  Conveyance
Recordation Notices; and

                           (x) such other agreements,  instruments and documents
as  Lender  may  reasonably  request  in  order to  evidence  the  priority  and
perfection  of its  security  interest  in the  Aircraft  Leases  and the Leased
Property subject thereto.

         2.4  Credit  Facility  Interest:  The unpaid  principal  balance of all
Revolving Credit Loans shall bear interest,  subject to the terms hereof, at the
per annum rate equal to one percent (1%) in excess of the Base Rate ("Applicable
Rate").  Changes  in the Base Rate  shall  become  effective  on the same day as
Lender announces a change in its prime rate.  Interest on Revolving Credit Loans
shall be due and  payable  in arrears  on the first day of each  calendar  month
commencing the first full month following the Closing Date.

         2.5      Additional Interest Provisions.

                  (a)  Calculation  of Interest:  Interest on the Loans shall be
based on a three hundred sixty (360) day year  comprised of twelve 30-day months
and charged for the actual number of days elapsed.

                  (b)  Default  Rate:   After  the  occurrence  and  during  the
continuance of an Event of Default  hereunder,  the per annum  effective rate of
interest on all Revolving  Credit Loans  outstanding  under the Credit Facility,
shall be  increased to a rate equal to two (2%)  percentage  points in excess of
the Applicable Rate.
<PAGE>
                  (c) Continuation of Interest Charges: All contractual rates of
interest  chargeable on outstanding  Loans, shall continue to accrue and be paid
even after default, maturity,  acceleration,  judgment,  bankruptcy,  insolvency
proceedings  of any kind or the happening of any event or occurrence  similar or
dissimilar.

                  (f)  Applicable  Interest  Limitations:  In no  contingency or
event  whatsoever  shall the aggregate of all amounts deemed interest  hereunder
and  charged or  collected  pursuant to the terms of this  Agreement  exceed the
highest rate permissible  under any law which a court of competent  jurisdiction
shall, in a final determination,  deem applicable hereto. In the event that such
court determines Lender has charged or received interest  hereunder in excess of
the highest applicable rate, Lender shall in its sole discretion,  apply and set
off such excess interest  received by Lender against other Obligations due or to
become due and such rate shall  automatically  be  reduced to the  maximum  rate
permitted by such law.

         2.6  Administrative  Fee:  So  long  as this  Agreement  has  not  been
terminated  or if any of Borrower's  Obligations  remain  outstanding,  Borrower
shall unconditionally pay to Lender a non-refundable fee ("Administrative  Fee")
equal to Twelve Thousand ($12,000) Dollars per year. Such fee shall be paid on a
quarterly  basis,  in advance,  with the initial  installment due and payable at
Closing and each subsequent  quarterly  installment  payable on successive three
(3) month  intervals  commencing  on the first day of _______ and  continuing on
each ____________, ___________, ______________, and _______________, thereafter.

         2.7      Prepayments:

                  (a) Revolving  Credit Loans:  Subject to Section 2.1(a),  upon
five days prior  written  notice,  Revolving  Credit Loans may be prepaid at any
time and from time to time in whole or in part without premium or penalty.

                  (b)  Proceeds of  Collateral:  Prior to the  occurrence  of an
Event of Default, proceeds from Collateral and payments received pursuant to the
terms of the Leases,  to the extent  that the  aggregate  outstanding  principal
amount of all Revolving  Credit Loans exceeds the Borrowing Base, shall promptly
be paid to Lender and be first  applied to accrued  but unpaid  interest,  fees,
costs and Expenses related to the Credit  Facility,  and then to the outstanding
balance of the Revolving  Credit Loans.  Following the occurrence of an Event of
Default,  all proceeds from the Collateral and all payments received pursuant to
the terms of the Leases shall be immediately  delivered to Lender and Lender may
apply such proceeds to any of Borrower's Obligations in such order as Lender may
decide in its sole discretion.

                  (c)   Mandatory   Prepayment:   In  the  event  the  aggregate
outstanding  amount of all Revolving  Credit Loans  exceeds the Borrowing  Base,
Borrower shall either  immediately  (i) repay such excess in full or (ii) pledge
additional  Eligible Leases in accordance  with the terms hereof.  Such payments
shall first be applied to accrued but unpaid interest,  fees, costs and Expenses
related  to the  Credit  Facility  and then to the  outstanding  balance  of the
Revolving Credit Loans.

         2.8 Use of Proceeds: The extensions of credit under and proceeds of the
Credit  Facility shall be used to enable  Borrower to purchase  Leased  Property
and/or finance Leases associated with Leased Property.

         2.9 Capital Adequacy:  If any present or future law, governmental rule,
regulation,  policy, guideline, directive or similar requirement (whether or not
having the force of law)  imposes,  modifies,  or deems  applicable  any capital
<PAGE>
adequacy, capital maintenance or similar requirement which affects the manner in
which Lender  allocates  capital  resources to its  obligations  (including  any
obligations  hereunder),  and as a result thereof, in the opinion of Lender, the
rate of return on Lender's capital with regard to the Loans will be reduced to a
level below that which  Lender could have  achieved but for such  circumstances,
then in such case and upon notice from  Lender to  Borrower,  from time to time,
Borrower shall pay Lender such additional  amount or amounts as shall compensate
Lender  for such  reduction  in its rate of return,  commencing  as of the fifth
Business Day  following  the date of such notice.  Such notice shall contain the
statement of Lender with regard to any such amount or amounts  which  shall,  in
the absence of manifest  error,  be binding upon Borrower.  In determining  such
amount,  Lender may use any reasonable  method of averaging and attribution that
it deems applicable.

SECTION 3.  COLLATERAL

         3.1 Description:  As security for the payment of the  Obligations,  and
satisfaction  by Borrower of all  covenants and  undertakings  contained in this
Agreement and the other Loan  Documents  Borrower  hereby  assigns and grants to
Lender a  continuing  first lien on and  security  interest  in, upon and to the
Collateral.

         3.2  Lien  Documents:   At  Closing  and  thereafter  as  Lender  deems
necessary,  Borrower shall execute and deliver to Lender, or shall have executed
and delivered (all in form and substance reasonably satisfactory to Lender):

                  (a) Financing Statements - Financing statements,  as requested
by Lender,  pursuant to the UCC, which Lender may file in any jurisdiction where
any  Collateral is or may be located and in any other  jurisdiction  that Lender
deems appropriate; and

                  (b)  Other  Agreements  -  Any  other  agreements,  documents,
instruments and writings, including, without limitation, security agreements and
Assignment  Agreements,  reasonably  required by Lender to evidence,  perfect or
protect Lender's liens and security  interest in the Collateral or as Lender may
reasonably request from time to time.

         3.3 Other  Actions:  In addition to the  foregoing,  Borrower  shall do
anything  further  that may be  lawfully  and  reasonably  required by Lender to
perfect its security  interests and to effectuate  the intentions and objectives
of this Agreement,  including, but not limited to, the execution and delivery of
lockbox agreements, continuation statements, amendments to financing statements,
security  agreements,  contracts and any other documents required hereunder.  At
Lender's  request,  Borrower shall also  immediately  deliver (with execution by
Borrower of all necessary  documents or forms to reflect  Lender's Lien thereon)
to Lender, all items for which Lender must or may receive possession to obtain a
perfected security interest,  including without limitation,  all Leases,  notes,
certificates  and  documents  of  title,  chattel  paper,   warehouse  receipts,
instruments, and any other similar instruments constituting Collateral.

         3.4  Searches:  Lender  shall,  prior to or on the  Closing  Date,  and
thereafter  as Lender may from time to time  reasonably  require,  at Borrower's
expense,  obtain  the  following  searches  (the  results  of  which  are  to be
consistent with the warranties made by Borrower in this Agreement):

                  (a) UCC Searches: UCC searches with the Secretary of State and
local filing office of each state where Borrower maintains its executive office,
or maintains a significant concentration of assets;

                  (b) Judgments,  Etc.: Judgment, federal tax lien and corporate
tax lien searches, in all applicable filing offices of each state searched under
subparagraph (a) above.

                  Borrower  shall,  prior to or on the  Closing  Date and at its
expense,  obtain  and  deliver  to Lender  good  standing  certificates  showing
Borrower to be in good standing in its state of incorporation  and in each other
state or  foreign  country  in which it is doing  and  presently  intends  to do
business for which  Borrower's  failure to be so qualified  might have  material
adverse effect on Borrower's business, financial condition, Property or Lender's
rights hereunder.

         3.5  Filing  Security  Agreement:  A  carbon,   photographic  or  other
reproduction  or other copy of this  Agreement  or of a financing  statement  is
sufficient as and may be filed in lieu of a financing statement.

         3.6  Power of  Attorney:  Each of the  officers  of  Lender  is  hereby
irrevocably  made,  constituted  and appointed the true and lawful  attorney for
Borrower  (without  requiring  any of them to act as such)  with  full  power of
substitution to do the following:  (1) endorse the name of Borrower upon any and
all checks, drafts, money orders and other instruments for the payment of monies
that are payable to Borrower and constitute  collections on the Collateral;  (2)
execute  in  the  name  of  Borrower  any   financing   statements,   schedules,
assignments, instruments, documents and statements that Borrower is obligated to
give Lender hereunder or are necessary to perfect Lender's  security interest or
Lien in the  Collateral;  (3) to verify  validity,  amount  or any other  matter
relating to the Collateral by mail, telephone, telecopy or otherwise; and (4) do
such other and further  acts and deeds in the name of  Borrower  that Lender may
reasonably deem necessary or desirable to enforce any Lease or other Collateral.

SECTION 4.  CLOSING AND CONDITIONS PRECEDENT TO ADVANCES

         Closing under this Agreement and the making of the initial Advances are
subject to the following  conditions  precedent (all documents to be in form and
substance satisfactory to Lender and Lender's counsel):

         4.1      Resolutions, Opinions, and Other Documents:  Prior to
the closing, Borrower shall have delivered to Lender the
following:
<PAGE>
                  (a) this Agreement and the Revolving Credit Note both properly
executed;

                  (b) each document and agreement  required to be executed under
any provision of this Agreement or any related agreement;

                  (c) certified copies of (i) resolutions of Borrower's board of
directors authorizing the execution of this Agreement, the Revolving Credit Note
and each  document  required  to be  delivered  by any  Section  hereof and (ii)
Borrower's Articles of Incorporation and By-laws;

                  (d)  an  incumbency  certificate  identifying  all  Authorized
Officers of Borrower, with specimen signatures;

                  (e) a written  opinion  of  Borrower's  counsel  addressed  to
Lender;

                  (f)  certification by Borrower's chief financial  officer that
there  has not  occurred  any  material  adverse  change in the  operations  and
condition (financial or otherwise) of Borrower since February 29, 1996;

                  (g) payment by Borrower of all  Expenses  associated  with the
Credit  Facility  incurred to the Closing Date and the first  installment of the
Administrative Fee;

                  (h) Uniform Commercial Code,  judgment,  federal and state tax
lien  searches  against  Borrower,  at  Borrower's  expense,  showing  that  the
Collateral  is not  subject  to any  Liens,  together  with  Good  Standing  and
Corporate  Tax Lien  Search  Certificates  showing  no tax  Liens on  Borrower's
Property and showing Borrower to be in good standing in each jurisdiction  where
the failure to so qualify  might have a material  adverse  affect on  Borrower's
business, financial condition, Property or Lender's rights hereunder;

                  (i) An initial  borrowing base  certificate  dated the Closing
Date evidencing  Borrower's  maximum borrowing  availability under the Borrowing
Base as of the Closing Date; and

                  (j) A copy of the final confirmation order from the Bankruptcy
Court confirming the Plan of  Reorganization,  accompanied by a true and correct
copy of the Plan of  Reorganization,  along with a certification from Borrower's
counsel  that (i) no  appeal or motion to  suspend,  revoke,  withdraw,  vacate,
reconsider or amend such confirmation order has been granted or is pending; (ii)
the Plan of Reorganization,  as filed, has not been amended;  and (iii) Borrower
is in full  compliance  with the Plan of  Reorganization  and that the Effective
Date (as defined in the Plan of Reorganization) shall have occurred.

         4.2 Absence of Certain  Events:  At the Closing  Date and prior to each
Advance,  no Event of Default or Unmatured Event of Default hereunder shall have
occurred and be continuing.

         4.3  Warranties  and  Representations  at Closing:  The  warranties and
representations  contained  in  Section 5 as well as any other  Section  of this
Agreement shall be true and correct in all material respects on the Closing Date
and at the time of each Advance with the same effect as though made on and as of
that date.  Borrower  shall not have taken any action or permitted any condition
to exist which would have been prohibited by any Section hereof.

         4.4 Compliance with this  Agreement:  Borrower shall have performed and
complied  with  all  agreements,   covenants  and  conditions  contained  herein
<PAGE>
including,  without limitation, the provisions of Sections 6 and 7 hereof, which
are  required  to be  performed  or complied  with by Borrower  before or at the
Closing Date and as of the date of each Advance.

         4.5  Officers'  Certificate:  Lender shall have  received a certificate
dated the  Closing  Date and signed by the chief  financial  officer of Borrower
certifying  that all of the  conditions  specified  in this  Section  have  been
fulfilled.

         4.6 Closing:  Subject to the  conditions  of this Section 4, the Credit
Facility shall be made  available  upon  execution  hereof and completion of the
conditions contained in Section 4.1 hereof (the "Closing Date").

         4.7 Non-Waiver of Rights:  By completing the Closing  hereunder,  or by
making  Advances  hereunder,  Lender  does not  thereby  waive a  breach  of any
warranty,   representation  or  covenant  made  by  Borrower  hereunder  or  any
agreement,  document, or instrument delivered to Lender or otherwise referred to
herein,  and any  claims  and  rights of  Lender  resulting  from any  breach or
misrepresentation by Borrower are specifically reserved by Lender.

SECTION 5.  REPRESENTATIONS AND WARRANTIES

         To induce  Lender to enter  into this  Agreement  and make the  initial
Advances under the Credit Facility to Borrower, Borrower warrants and represents
to Lender that:

         5.1      Corporate Organization and Validity:

                  (a)  Borrower  is a  corporation  duly  organized  and validly
existing under the laws of its state of  incorporation,  is duly  qualified,  is
validly  existing and in good  standing  and has lawful  power and  authority to
engage in the  business it conducts in each state and other  jurisdiction  where
the nature and extent of its business requires  qualification,  except where the
failure to so qualify  would not have a material  adverse  effect on  Borrower's
business,  financial condition,  Property or prospects. A list of all states and
other  jurisdictions  where  Borrower  is  qualified  to do business is attached
hereto as Exhibit "5.1" and made a part hereof.

                  (b) The making and  performance  of this Agreement and related
agreements,  and each document  required by any Section  hereof will not violate
any  law,  government  rule or  regulation,  or the  charter,  minutes  or bylaw
provisions  of Borrower or violate or result in a default  (immediately  or with
the  passage of time)  under any  contract,  agreement  or  instrument  to which
Borrower is a party,  or by which it is bound.  Borrower is not in  violation of
nor has  knowingly  caused any Person to violate  any term of any  agreement  or
instrument  to which it or such Person is a party or by which it may be bound or
of its charter,  minutes or bylaws which violation could have a material adverse
effect on Borrower's business, financial condition, Property or prospects.

                  (c) Borrower has all requisite  corporate  power and authority
to enter into and perform this  Agreement  and to incur the  obligations  herein
provided  for,  and has taken  all  proper  and  necessary  corporate  action to
authorize the execution,  delivery and  performance of this  Agreement,  and the
documents and related agreements required hereby.

                  (d) This Agreement,  the Revolving Credit Note and all related
agreements  and  documents  required to be executed  and  delivered  by Borrower
hereunder,  when  delivered,  will  be  valid  and  binding  upon  Borrower  and
enforceable in accordance with their respective terms.
<PAGE>
         5.2 Places of Business:  The only places of business of  Borrower,  and
the places  where it keeps and intends to keep its Books and Records  concerning
the Collateral, are at the addresses listed in Exhibit "5.2" attached hereto and
made a part hereof.

         5.3  Pending  Litigation:   There  are  no  judgments  or  judicial  or
administrative  orders,   proceedings  or  investigations  (civil  or  criminal)
pending,  or to the knowledge of Borrower,  threatened,  against Borrower in any
court or before any governmental authority or arbitration board or tribunal that
may materially and adversely affect the business, financial condition,  Property
or  prospects  of  Borrower,  or the ability of  Borrower to perform  under this
Agreement.  Borrower is not in default  with  respect to any order of any court,
governmental  authority,  regulatory  agency or  arbitration  board or tribunal,
including  without  limitation the Plan of  Reorganization.  No shareholder,  or
executive officer of Borrower or Continental,  has been indicted or convicted in
connection with or is engaging in any criminal conduct,  or is currently subject
to any lawsuit or  proceeding  or under  investigation  in  connection  with any
criminal activity.

         5.4 Title to Collateral:  Borrower has good and marketable title in fee
simple  (or its  equivalent  under  applicable  law) to all  the  Collateral  it
respectively purports to own, free from Liens, other than Permitted Liens.

         5.5  Governmental  Consent:  Neither  the nature of  Borrower or of its
business  or  Property,  nor any  relationship  between  Borrower  and any other
Person, nor any circumstance  affecting Borrower in connection with the issuance
or  delivery  of the  Revolving  Credit  Note,  is such as to require a consent,
approval or authorization of, or filing, registration or qualification with, any
governmental  authority on the part of Borrower in connection with the execution
and  delivery of this  Agreement  or the  issuance or delivery of the  Revolving
Credit Note or other documents contemplated hereby.

         5.6 Taxes:  All tax  returns  required  to be filed by  Borrower in any
jurisdiction have in fact been filed, and all taxes, assessments, fees and other
governmental  charges  upon  Borrower,  or upon any of its  Property,  income or
franchises,  which are shown to be due and  payable  on such  returns  have been
paid, except for those taxes being contested in good faith with due diligence by
appropriate  proceedings  for which  appropriate  reserves have been  maintained
under GAAP.  Borrower is not aware of any proposed  additional tax assessment or
tax to be assessed  against or applicable to Borrower that might have a material
adverse  effect  on  Borrower's  business,  financial  condition,   Property  or
prospects.

         5.7  Financial  Statements:   Borrower's  annual  consolidated  audited
balance sheet as of May 31, 1995 and the quarterly consolidated balance sheet as
of February 29, 1996 and the related  income  statements  and statements of cash
flows as of such dates,  all  accompanied  by reports  thereon  from  Borrower's
independent  certified public  accountants,  (complete copies of which have been
delivered to Lender),  have been  prepared in  accordance  with GAAP and present
fairly the  financial  position of the Borrower as of such dates and the results
of its operations for such periods.  The fiscal year for Borrower currently ends
on May 31. Borrower's federal tax identification number is 16- 1258753.

         5.8 Full Disclosure:  Neither the financial  statements  referred to in
Section  5.7,  nor this  Agreement or related  agreements  and  documents or any
written  statement  furnished  by  Borrower  to  Lender in  connection  with the
negotiation of the Credit Facility and contained in any financial  statements or
documents  relating to Borrower  contain any untrue statement of a material fact
or omit a material fact  necessary to make the statements  contained  therein or
herein not misleading.
<PAGE>
         5.9 Subsidiaries: Borrower has no Subsidiaries or Affiliates, except as
listed on Exhibit "5.9" attached hereto and made a part hereof.

         5.10     Guarantees, Contracts, etc.:

                  (a) Borrower  does not have any  available  recourse  lines of
credit and Borrower does not serve as guarantor,  surety or accommodation  maker
for the  obligations  of any  Person,  except as  described  in Exhibit  "5.10",
attached hereto and a made part hereof.

                  (b) Borrower is not a party to any contract or  agreement,  or
subject to any charter or other  corporate  restriction,  which  materially  and
adversely affects its business, financial condition, Property or prospects.

                  (c)  Except  as  otherwise   specifically   provided  in  this
Agreement,  Borrower  has not agreed or  consented to cause or permit any of the
Collateral  whether now owned or hereafter  acquired to be subject in the future
(upon the  happening of a  contingency  or otherwise) to a Lien not permitted by
this Agreement.

         5.11     Government Regulations, etc.:

                  (a) Borrower has obtained all licenses, permits, franchises or
other  governmental  authorizations  necessary for the ownership of its Property
and for the conduct of its  business,  where the failure to obtain  would have a
material  adverse  effect on the  business,  financial  condition,  Property  or
prospects of Borrower.

                  (b) Borrower is not in violation of, has not received  written
notice  that it is in  violation  of,  or has  knowingly  caused  any  Person to
violate, any applicable statute, regulation or ordinance of the United States of
America,  or of any  state,  city,  town,  municipality,  county or of any other
jurisdiction,  or of any  agency,  or  department  thereof,  (including  without
limitation,  environmental  laws and  regulations),  which  may  materially  and
adversely affect its business, financial condition, Property or prospects.

                  (c)  Borrower  is  current  with  all  reports  and  documents
required to be filed with any state or federal securities  commission or similar
agency and is in full  compliance in all material  respects with all  applicable
rules and regulations of such commissions.

         5.12 Names:  Within five (5) years prior to the Closing Date,  Borrower
has not conducted  business  under or used any other name (whether  corporate or
assumed) except for the names shown on Exhibit "5.12",  attached hereto and made
a part  hereof.  Borrower is the sole owner of all names  listed on such Exhibit
"5.12" and any and all business done and all invoices issued in such trade names
are Borrower's sales, leases, business and invoices. Each trade name of Borrower
represents a division or trading style of Borrower and not a separate  corporate
subsidiary or affiliate or independent entity.

         5.13 Other Associations: Borrower is not engaged and has no interest in
any joint  venture or  partnership  with any other Person except as described on
Exhibit "5.13" hereto and made a part hereof.

         5.14  Environmental  Matters:  Except as  disclosed  on Exhibit  "5.14"
attached hereto and made a part hereof, Borrower has no knowledge:
<PAGE>
                  (a) of the presence of any Hazardous  Substances on any of the
real property where Borrower conducts  operations or has its personal  property,
or

                  (b) of any on-site spills, releases,  discharges,  disposal or
storage of Hazardous Substances that have occurred or are presently occurring on
any of such real property or where any Collateral is located, or

                  (c)  of  any  spills,  releases,  discharges  or  disposal  of
Hazardous  Substances that have occurred,  are presently  occurring on any other
real property as a result of the conduct, action or activities of Borrower.

As used herein, the term "Hazardous  Substances" means any substances defined or
designated as hazardous or toxic waste,  hazardous or toxic material,  hazardous
or toxic  substance  or similar  term,  by any  environmental  statute,  rule or
regulation of any governmental entity presently in effect and applicable to such
real  property,  other than such  otherwise  Hazardous  Substances  which may be
present in minimal  quantities  and which are  stored,  used and  disposed of in
accordance with applicable laws.

         5.15 Capital Stock:  The authorized and  outstanding  shares of capital
stock of Borrower is as set forth on Exhibit "5.15"  attached  hereto and made a
part  hereof.  All of the capital  stock of  Borrower  has been duly and validly
authorized and issued and is fully paid and non-assessable and has been sold and
delivered to the holders  thereof in compliance  with, or under valid  exemption
from, all Federal and state laws and the rules and regulations of all regulatory
bodies  thereof  governing the sale and delivery of  securities.  Except for the
rights and obligations set forth in Exhibit "5.15",  there are no subscriptions,
warrants, options, calls, commitments, rights or agreements by which Borrower or
any of the shareholders of Borrower is bound relating to the issuance, transfer,
voting or redemption of shares of its capital  stock or any  pre-emptive  rights
held by any Person  with  respect to the  shares of capital  stock of  Borrower.
Except as set forth in Exhibit  "5.15",  Borrower has not issued any  securities
convertible into or exchangeable for shares of its capital stock or any options,
warrants or other rights to acquire such shares or securities  convertible  into
or exchangeable for such shares.

         5.16  Solvency:  Borrower  is  solvent,  able to pay its  debts as they
become due, and has capital sufficient to carry on its business and all business
in which it is about to  engage,  and now owns  Property  having a value both at
fair  valuation  and at  present  fair  salable  value  greater  than the amount
required  to pay its  debts.  Borrower  will not be  rendered  insolvent  by the
execution and delivery of this Agreement or any of the other documents  executed
in connection with this Agreement or by the transactions  contemplated hereunder
or thereunder.

         5.17  Leases and Leased  Property:  With  respect to each Lease  and/or
items of Leased Property:

                  (a)  Each  Lease  is  genuine,  based  on  contracts  that are
enforceable  in  accordance  with its terms  against  the  Lessee and the Leased
Property named and referenced therein,  constitutes the entire agreement for the
leasing of the Leased Property thereby covered, has not been altered or amended,
except as set forth in the related  schedules,  and Borrower's Books and Records
relating thereto are accurate, complete and genuine;

                  (b) The sole  original  of each  Lease has been  delivered  to
Lender,  and all other counterparts of each Lease shall contain a legend stating
that the Lease has been  assigned to  CoreStates  Bank,  N.A.,  pursuant to that
<PAGE>
certain  Loan and Security  Agreement  dated  _____________________,  or contain
similar  language  specifying  that  such  counterpart  is not an  original  for
"chattel paper" purposes under the UCC;

                  (c) Where the Lease  consists of a Master Lease  Agreement and
specific  schedules  which describe the terms of any specific items to be leased
pursuant to such schedule,  the sole original schedule shall constitute the sole
original  Lease,  provided that the terms of the Master Lease  Agreement and the
schedule make it clear that the sole original  schedule is a separate  lease for
"Chattel  Paper"  purposes  under the UCC and that  possession  of such schedule
constitutes possession of "Chattel Paper" under the UCC;

                  (d) Except as otherwise  consented to by Lender in writing, no
more than fifteen (15%) percent of the Credit Facility is secured by Leases with
the same  Lessee  and no more  than  twenty-five  (25%)  percent  of the  Credit
Facility is secured by Leases with the same two Lessees;

                  (e) The original amount and unpaid balance of each Lease shown
on Borrower's  Books and Records and on any  statement or schedule  delivered to
Lender in connection  therewith is the true and correct amount  actually owed to
Borrower, no portion of which, except as specifically provided for in the Lease,
has been prepaid;

                  (f) The amount due under each Lease is not subject to, and the
terms of each  Lease  provide  that the  Lessee  may not  assert,  any  claim or
reduction,  counterclaim,  setoff,  recoupment, or any other claim, allowance or
adjustment  and no Lease has been  re-negotiated,  restructured  or  compromised
except as renewed in the ordinary course of business;

                  (g) All security agreements,  title retention  instruments and
other  documents and instruments  which are security for any Lease,  and/or each
Lease,  contain a correct  and  sufficient  description  of the Leased  Property
covered thereby and all security  interests  granted therein to Borrower (either
directly or as  assignee),  if  applicable,  have been  properly  perfected  and
assigned to Lender;

                  (h) Unless otherwise  specifically consented to in writing and
provided that following such consent the Borrowing Base is adjusted accordingly,
Borrower  has not and will not  enter  into any  agreement  with a Lessee of any
Leased Property which provides, directly or indirectly, for the crediting of any
obligation  or  liability  of  Borrower to such Lessee  against  future  rentals
accruing under the Lease;

                  (i) To the  best  of  Borrower's  knowledge,  information  and
belief,  each  item of  Leased  Property  has  been  delivered  to  and,  in all
instances,  accepted by the Lessee and has not been  removed from service and is
in good  condition,  ordinary  wear and tear  accepted,  has not been  returned,
rejected, lost, stolen, destroyed or damaged;

                  (j) Each Lease has been duly  executed  by  Borrower  and each
Lessee, is a valid, legal and binding  obligation of Borrower,  and such Lessee,
and is  enforceable  against  Borrower  and such Lessee in  accordance  with its
terms. Borrower is the sole owner of each of the Leases and has the authority to
assign all of its right,  title and  interest  therein upon the terms herein set
forth;

                  (k) Borrower has made an adequate credit investigation of each
Lessee and has determined  that the credit is  satisfactory  in accordance  with
Borrower's credit rating guidelines;
<PAGE>
                  (l) All  costs,  fees,  and  expenses  incurred  in making and
closing  each of the  Leases has been paid and each Lease is and will be current
at the time of the  assignment  thereof to Lender.  No default exists nor to the
best of Borrower's knowledge,  information and belief, do any events exist which
with the  giving of notice or the  passage of time or both,  will  result in the
occurrence of a default of any obligation, as expressed in any Lease;

                  (m) All  rentals,  fees,  costs,  expenses and charges paid or
payable  by the  Lessee  under any  Lease,  including  without  limitation,  any
brokerage  and other fees paid to Borrower  do not violate any laws  relating to
the maximum fees, costs, expenses or charges that can be charged in any state in
which any Leased  Property  is located or in which the  corresponding  Lessee is
located, or in which a transaction was consummated,  or in any other state which
may have jurisdiction with respect to any such Leased Property, Lease or Lessee;

                  (n) Lender has a first perfected lien and security interest in
the Collateral (including without limitation each Lease and the Leased Property)
subject to no Lien other than a Permitted  Lien.  Borrower  has taken and in the
future, shall take all steps necessary to maintain Lender's first perfected lien
and security  interest in the  Collateral,  including,  if required,  perfecting
Borrower's  security  interest  (in the event  the Lease is not a "true  lease")
through filing financing  statements,  amendments thereto, or assignments and/or
continuations  thereof and recording of the  documentation  necessary to perfect
Borrower's lien;

                  (o) For each Lease, unless Lender has previously  consented in
writing after notice from  Borrower,  Borrower has filed within ten (10) days of
receipt by the Lessee of possession of the Leased  Property,  such UCC financing
statements (listing Borrower as secured party, Lessee as debtor, and such Leased
Property as  collateral),  in such  locations as would be required by applicable
law (if  Borrower  were a secured  party and  Lessee  were a debtor) in order to
perfect a security  interest in such Leased Property under the UCC or otherwise,
in favor of Lender, as Borrower's assignee;

                  (p) Each  Lease is valid  and  enforceable  and  presents  the
undisputed  obligation  of the Lessee  named  therein and is not more than sixty
(60) days past due;

                  (q) Each  item of  Leased  Property  has been  insured  in the
ordinary course of Borrower's or the corresponding Lessee's business;

                  (r)  Borrower  has  not  received   notice  of  a  bankruptcy,
receivership, reorganization or insolvency of any Lessee;

                  (s) No Lessee is a  subsidiary,  or affiliate of Borrower,  or
under common control with Borrower or is an officer or employee of Borrower;

                  (t)  The  Lessee  is  not   otherwise  in  default  under  the
corresponding Lease; and

                  (u) No Lease has been  restructured due to a Lessee default or
provides  for the lease of Leased  Property,  ownership of which is evidenced by
certificate of title.

SECTION 6.  BORROWER'S AFFIRMATIVE COVENANTS

         Borrower  covenants that until all of Borrower's  Obligations to Lender
are paid and satisfied in full and the Credit Facility has been terminated:
<PAGE>
         6.1 Payment of Taxes and Claims: Borrower shall pay, before they become
delinquent,  all taxes,  assessments and governmental  charges or levies imposed
upon  it  or  upon  Borrower's  Property  unless  such  taxes,   assessments  or
governmental  charges  are  being  contested  diligently  and in good  faith  by
appropriate  proceedings,  and provided that Borrower has set aside on its books
adequate  reserves in respect  thereof and in  accordance  with GAAP and only so
long as Lender's Lien on its Collateral  and/or Borrower's  business,  financial
condition, Property or prospects (financial or otherwise) are not materially and
adversely affected thereby.

         6.2      Maintenance of Insurance, Financial Records
                  and Corporate Existence:

                  (a) Property  Insurance - Borrower shall maintain or caused to
be maintained insurance on the Collateral against fire, flood, casualty and such
other hazards in such amounts,  with such  deductibles and with such insurers as
are customarily used by companies  operating in the same industry as Borrower or
the corresponding Lessee. At or prior to Closing,  Borrower shall furnish Lender
with copies of original policies of insurance  certified as true and correct and
being in full force and effect as of the Closing Date or such other  evidence of
insurance as Lender may require. In the event Borrower fails to procure or cause
to be  procured  any such  insurance  or to  timely  pay or cause to be paid the
premium(s) on any such  insurance,  Lender may do so for Borrower,  but Borrower
shall  continue to be liable for the same.  The  policies  of all such  casualty
insurance shall contain  standard  Lender's Loss Payable Clauses issued in favor
of Lender under which all losses  thereunder shall be paid to Lender as Lender's
interest may appear.  Such policies shall  expressly  provide that the requisite
insurance  cannot be altered or canceled  without thirty (30) days prior written
notice to Lender and shall insure Lender  notwithstanding  the act or neglect of
Borrower.  Borrower  hereby  appoints  Lender  as  Borrower's  attorney-in-fact,
exercisable  at  Lender's  option to endorse  any check  which may be payable to
Borrower in order to collect the  proceeds of such  insurance  and any amount or
amounts  collected by Lender pursuant to the provisions of this paragraph may be
applied by Lender to Borrower's Obligations. Borrower further covenants that all
insurance  premiums  owing  under its  current  casualty  policy have been paid.
Borrower also agrees to notify Lender,  promptly,  upon Borrower's  receipt of a
notice of termination,  cancellation,  or non-renewal from its insurance company
of any such policy.

                  (b) Public and Products  Liability  Insurance  Borrower  shall
maintain,  and shall deliver to Lender upon Lender's request evidence of, public
liability,  products  liability  and  business  interruption  insurance  in such
amounts as is customary for companies in the same or similar  businesses located
in the same or similar area.

                  (c)  Financial  Records -  Borrower  shall  keep  current  and
accurate books of records and accounts in which full and correct entries will be
made of all of its  business  transactions,  and will  reflect in its  financial
statements  adequate accruals and appropriations to reserves,  all in accordance
with GAAP. Borrower shall not change its respective fiscal year end date without
at least 60 days prior written notice to Lender.

                  (d)  Corporate  Existence  and Rights - Borrower  shall do (or
cause to be done) all things  necessary  to preserve  and keep in full force and
effect its existence, good standing, rights and franchises.

                  (e)  Compliance  with Laws - Borrower  shall be in  compliance
with any and all laws, ordinances, governmental rules and regulations, and court
or  administrative  orders or decrees to which it is subject,  whether  federal,
<PAGE>
state   or   local,    (including    without    limitation    environmental   or
environmental-related  laws,  statutes,   ordinances,   rules,  regulations  and
notices),  and  shall  obtain  and  maintain  any  and  all  licenses,  permits,
franchises or other  governmental  authorizations  necessary to the ownership of
its Property or to the conduct of its businesses,  which violation or failure to
obtain  may  materially  adversely  affect  the  business,  Property,  financial
conditions or prospects of Borrower.

         6.3  Business  Conducted:  Borrower  shall  continue  in  the  business
presently  operated by it using its best efforts to maintain its  customers  and
goodwill.  Unless Lender consents otherwise in writing,  which consent shall not
be unreasonably withheld,  Borrower shall not engage, directly or indirectly, in
any material  respect in any line of business  substantially  different from the
businesses conducted by it immediately prior to the Closing Date.

         6.4 Litigation/Action Effecting Plan of Reorganization:  Borrower shall
give prompt notice to Lender of any litigation which may have a material adverse
effect on the business, financial condition,  Property or prospects of Borrower.
Borrower  shall  also  promptly  notify  Lender of the  initiation  of any legal
action, the result of which could modify, revoke or otherwise affect the Plan of
Reorganization or the corresponding confirmation order.

         6.5 Taxes: Borrower shall pay all taxes (other than taxes based upon or
measured by Lender's  income or revenues),  if any, in connection with the Loans
and/or the recording of any financing  statements or other Loan  Documents.  The
Obligations  of  Borrower  under  this  section  shall  survive  the  payment of
Borrower's  Obligations  under  this  Agreement  and  the  termination  of  this
Agreement. Borrower shall cause to be paid all taxes incurred in connection with
any of the  Leases  or the  acquisition,  sale  or  lease  of any of the  Leased
Property.

         6.6 Bank Accounts:  Borrower  shall  maintain its major  depository and
disbursement account(s) with Lender.

         6.7 Employee Benefit Plans:  Borrower has funded all Pension Plan(s) in
a manner that satisfies the minimum funding requirements of Section 302 of ERISA
and will (a) fund all its  Pension  Plan(s) in a manner  that will  satisfy  the
minimum funding  standards of Section 302 of ERISA, or will promptly satisfy any
accumulated  funding  deficiency  that arises  under  Section 302 of ERISA,  (b)
furnish Lender,  promptly upon Lender's  request of the same, with copies of all
reports or other  statements  filed with the United States  Department of Labor,
the  Pension  Benefit  Guaranty  Corporation  ("PBGC") or the  Internal  Revenue
Service ("IRS") with respect to all Pension Plan(s),  or which Borrower,  or any
member of a Controlled  Group, may receive from the United States  Department of
Labor,  the IRS or the PBGC, with respect to all such Pension  Plan(s),  and (c)
promptly advise Lender of the occurrence of any reportable  event (as defined in
Section 4043 of ERISA,  other than a reportable  event for which the thirty (30)
day notice  requirement  has been waived by the PBGC) or prohibited  transaction
(under  Section 406 of ERISA or Section 4975 of the Internal  Revenue Code) with
respect to any such Pension  Plan(s) and the action which  Borrower  proposes to
take with respect thereto.  Borrower will make all  contributions  when due with
respect to any  multi-employer  pension plan in which it  participates  and will
promptly  advise Lender (i) upon its receipt of notice of the assertion  against
Borrower of a claim for  withdrawal  liability,  (ii) upon the occurrence of any
event which, to the best of Borrower's knowledge, would trigger the assertion of
a claim for withdrawal liability against Borrower, and (iii) upon the occurrence
of any event which, to the best of Borrower's knowledge, would place Borrower in
a Controlled Group as a result of which any member (including  Borrower) thereof
may be  subject  to a claim for  withdrawal  liability,  whether  liquidated  or
contingent.
<PAGE>
         6.8  Warranties  for Future  Advances:  Each request by Borrower for an
Advance under the Credit  Facility in any form  following the Closing Date shall
constitute  an automatic  representation  and warranty by Borrower to the effect
that:

                  (a) There has been no material  adverse  change in  Borrower's
operations or condition  (financial or otherwise)  since the date of delivery of
Borrower's then most recent Financial Statements.

                  (b) No Event of Default which has not been cured or waived, or
Unmatured Event of Default, then exists;

                  (c) Each  Advance  is within and  complies  with the terms and
conditions of this Agreement  including without limitation the notice provisions
contained in Section 2.3 hereof;

                  (d) No Lien,  other than Permitted Liens,  including,  without
limitation, any federal tax Lien, has been imposed on Borrower which may, in any
way,  take  priority  over  Lender's  security  interests  in or  Liens  on  any
Collateral; and

                  (e) Each representation and warranty set forth in Section 5 of
this Agreement is then true and correct in all material respects;  provided that
Borrower may update Exhibits "5.1", "5.9", "5.10",  "5.13", "5.14" and "5.15" so
that such Exhibits  accurately reflect the state of Borrower's affairs as of the
date of a request for an Advance by giving written notice thereof to Lender, and
further  provided that such updated Exhibits do not reflect events or conditions
which  constitute  violations  of  Section  6 or 7 hereof or  otherwise  reflect
material adverse developments.

         6.9 Financial  Covenants:  Borrower  shall maintain and comply with the
following  financial covenants as reflected on and computed from their Financial
Statements:

                  (a) Adjusted Debt to Tangible Net Worth Ratio:  Borrower shall
have and maintain at all times an Adjusted Debt to Tangible Net Worth Ratio on a
consolidated  basis,  measured  quarterly  as of the  last  day of  each  fiscal
quarter, of not more than 2 to 1.

                  (b)  Tangible  Net Worth:  Borrower  shall have and maintain a
Tangible Net Worth on a consolidated  basis,  measured  quarterly as of the last
day of each fiscal quarter,  of not less than $22,500,000 plus 50% of Borrower's
Net Income  (without  reduction for losses) for each fiscal year commencing June
1, 1996.

                  (c) Interest Coverage Ratio: Borrower shall have and maintain,
on a consolidated  basis, an Interest  Coverage Ratio measured  quarterly of not
less than 1.8 to 1.

         6.10  Financial  and Business  Information:  Borrower  shall deliver to
Lender the following:

                  (a) Financial  Statements and Collateral  Reports:  such data,
reports,  statements  and  information,  financial or other- wise, as Lender may
reasonably request, including, without limitation:

                           (i) within one  hundred and five (105) days after the
end of each fiscal year of Borrower,  deliver to Lender, a copy of Continental's
Annual Report and Form 10-K, which shall have been filed with the Securities and
<PAGE>
Exchange Commission, which shall contain Financial Statements of Continental and
Borrower for such year  including the balance sheet of Continental as at the end
of such fiscal year and a statement of cash flows and income  statement for such
fiscal year,  all on a  consolidated  basis,  setting forth in the  consolidated
statements in comparative form, the  corresponding  figures as at the end of and
for the previous  fiscal year, and audited and certified by  independent  public
accountants  of  recognized  standing,   selected  by  Borrower  and  reasonably
satisfactory  to the Lender,  to have been prepared in accordance with GAAP, and
such  independent  public  accountants  shall have also provided an  unqualified
opinion that the Financial  Statements  present fairly the Borrower's  financial
condition.   Such  independent   accountants  shall  also  provide  a  statement
certifying  that  nothing has come to their  attention  to cause them to believe
that calculations contained in the compliance certificate are inaccurate.

                           (ii) within  fifteen (15) Business Days of the end of
each calendar  month,  deliver to Lender,  Borrower's  receivables  aging report
which shall  include an aging  summary of  Borrower's  entire  lease  portfolio,
including  the  Leases  and a complete  aging  report for all Leases  pledged to
Lender,  and such other reports as Lender reasonably deems necessary,  certified
by  Borrower's  chief  financial  officer as true and  correct,  all in form and
substance reasonably satisfactory to Lender;

                           (iii)  within  sixty  (60) days after the end of each
fiscal quarter,  deliver to Lender  Continental's Form 10Q which shall have been
filed with the  Securities  and  Exchange  Commission  and which  shall  include
internally  prepared  quarterly  consolidated  Financial  Statements,  including
balance sheet, income statement and statements of cash flows;

                           (iv) within  fifteen (15) Business Days after the end
of each fiscal quarter, deliver to Lender an Inventory aging report with respect
to the Inventory of CIS Air  Corporation,  GMCCCS,  INC., d/b/a Laser Access and
Telecom division of CIS Corporation.

                  (b) Notice of Event of Default - promptly upon becoming  aware
of the  existence of any  condition or event which  constitutes  a default or an
Event of Default or Unmatured Event of Default under this  Agreement,  a written
notice  specifying  the nature and period of  existence  thereof and what action
Borrower is taking (and proposes to take) with respect thereto;

                  (c)  Notice of  Claimed  Default -  promptly  upon  receipt by
Borrower, notice of default given to Borrower by any creditor for borrowed money
which may constitute a recourse obligation of Borrower in excess of $500,000;

                  (d)  Securities  and  Other  Reports  - if  Borrower  shall be
required to file reports with the Securities and Exchange  Commission,  promptly
upon its  becoming  available,  one copy of each  financial  statement,  report,
notice or proxy  statement sent by Borrower to  stockholders  generally,  and, a
copy of each regular or periodic  report,  and any  registration  statement,  or
prospectus in respect thereof, filed by Borrower with any securities exchange or
with federal or state  securities  and  exchange  commissions  or any  successor
agency.

         6.11 Officers' Certificates: Along with the set of Financial Statements
delivered to Lender at the end of each fiscal  quarter and fiscal year  pursuant
to  Section  6.10(a)  hereof,  deliver to Lender a  certificate  (in the form of
Exhibit "6.11"  attached hereto and made a part hereof) from the chief financial
officer of Borrower (and as to certificates  accompanying the annual  statements
of  Borrower,   also  certified  by  Borrower's   independent  certified  public
accountant) setting forth:
<PAGE>
                  (a) Covenant Compliance - the information  (including detailed
calculations)  required in order to establish  whether Borrower is in compliance
with the requirements of Sections 6.9 as of the end of the period covered by the
financial  statements then being furnished (and any exhibits  appended  thereto)
under Section 6.10; and

                  (b) Event of Default - that the signer in his  capacity  as an
officer of Borrower has reviewed the relevant terms of this  Agreement,  and has
made (or caused to be made under his  supervision) a review of the  transactions
and conditions of Borrower from the beginning of the  accounting  period covered
by the  Financial  Statements  being  delivered  therewith  to the  date  of the
certificate,  and that such review has not disclosed  the existence  during such
period of any  condition  or event  which  constitutes  an Event of  Default  or
Unmatured  Event of Default or if any such condition or event existed or exists,
specifying the nature and period of existence  thereof and what action  Borrower
has taken or proposes to take with respect thereto.

         6.12 Inspection: Borrower will permit any of Lender's officers or other
representatives  to visit and inspect any of  Borrower's  locations or where any
Collateral is kept during regular business hours and, prior to the occurrence of
an Event of Default or Unmatured  Event of Default,  upon 5 Business  Days prior
notice,  to  examine  and audit all of  Borrower's  books of  account,  records,
reports and other papers,  to make copies and extracts  therefrom and to discuss
its affairs, finances and accounts with its officers,  employees and independent
certified  public  accountants.  All such  inspections  shall  be at  Borrower's
expense  at the  standard  rates  charged by Lender  for such  activities  (plus
Lender's out-of-pocket expenses).

         6.13 Tax Returns and  Reports:  At Lender's  request from time to time,
Borrower  shall  promptly  furnish  Lender with copies of the annual federal and
state income tax returns of Borrower.

         6.14 Material Adverse Developments: Borrower agrees that promptly upon,
but in any  event  within  five  (5)  Business  Days of,  becoming  aware of any
development  or  other   information  which  would  reasonably  be  expected  to
materially and adversely affect its businesses,  financial condition,  Property,
prospects  or its  ability to perform  under  this  Agreement,  it shall give to
Lender  telephonic or facsimile notice specifying the nature of such development
or  information  and  such  anticipated   effect.   In  addition,   such  verbal
communication shall be confirmed by written notice thereof to Lender on the next
business day after such verbal notice is given.

         6.15  Places of  Business:  Borrower  shall give thirty (30) days prior
written  notice  to Lender of any  change  in the  location  of any of its chief
executive offices or other places where Books and Records are kept.

         6.16 Sale of  Collateral:  Borrower shall mark its Books and Records to
indicate Lender's security interest in the Collateral,  including the Leases and
Leased Property and, unless Lender consents otherwise in writing,  which consent
shall not be  unreasonably  withheld or delayed,  Borrower shall retain title at
all times to the Leased Property;  provided however, that so long as no Event of
Default or Unmatured Event of Default has occurred, Borrower may sell Leases and
Leased  Property.  So long as no Event of Default or Unmatured  Event of Default
has occurred,  upon receipt of the proceeds (if required)  from the sale of such
Leases and/or Leased  Property,  Lender shall execute such  documentation  as is
reasonably  necessary  to release its  security  interest in such Leases  and/or
Lease Property.

         6.17 Compliance with Plan of Reorganization:  Borrower shall comply, in
all material respects, with the Plan of Reorganization.
<PAGE>
         6.18 Release of Collateral: So long as no Event of Default or Unmatured
Event of Default has occurred or would occur as a result  thereof,  Lender shall
promptly at Borrower's direction, release specific items of Collateral and shall
execute  all  documents  reasonably  requested  by Borrower  (including  but not
limited to loan payout letters and UCC-3  termination  statements)  necessary to
evidence  such  release,  provided  that  at the  time of  such  direction  from
Borrower, Borrower delivers a current Borrowing Base Certificate evidencing that
after  giving  effect  to  such  release  of  Collateral,  Borrower  shall  have
sufficient  availability  under the  Borrowing  Base to support the  outstanding
Loans.


SECTION 7.  BORROWER'S NEGATIVE COVENANTS:

         Borrower  covenants that until all of Borrower's  Obligations to Lender
are paid and  satisfied  in full and the Credit  Facility  has been  terminated,
that:

         7.1      Merger, Consolidation, Dissolution or Liquidation:

                  (a)  Borrower  shall not sell,  lease,  license,  transfer  or
otherwise  dispose of its  Property  other than  Property  sold in the  ordinary
course or ordinary  operation of Borrower's  business,  without  Lender's  prior
written consent.

                  (b) Borrower shall not merge or consolidate  with, or acquire,
any other Person or commence a dissolution or liquidation without Lender's prior
written consent.

         7.2 Liens and Encumbrances:  Borrower shall not: (i) execute a negative
pledge  agreement with any Person covering any of the Collateral,  or (ii) cause
or  permit  or agree or  consent  to cause or  permit  in the  future  (upon the
happening of a contingency  or otherwise) the  Collateral,  whether now owned or
hereafter acquired, to be subject to a Lien other than the Permitted Liens.

         7.3 Transactions  With Affiliates or  Subsidiaries:  Borrower shall not
enter into any  transaction  with any Subsidiary or other  Affiliate  including,
without limitation,  the purchase,  sale, lease or exchange of Property,  or the
loaning or giving of funds to any  Affiliate or any  Subsidiary,  unless  Lender
consents  otherwise in writing or (i) such Subsidiary or Affiliate is engaged in
a business related to the business  conducted by Borrower and the transaction is
in the  ordinary  course  of and  pursuant  to the  reasonable  requirements  of
Borrower's  business and upon terms substantially the same and no less favorable
to Borrower- as it would obtain in a comparable  arm's-length  transaction  with
any  Person  not an  Affiliate  or a  Subsidiary,  and  (ii)  so  long  as  such
transaction is not prohibited hereunder.

         7.4  Guarantees:  Excepting the  endorsement in the ordinary  course of
business of negotiable instruments for deposit or collection, Borrower shall not
become or be liable,  directly or indirectly,  primary or secondary,  matured or
contingent, in any manner, whether as guarantor, surety, accommodation maker, or
otherwise,  for the  existing or future  indebtedness  of any kind of any Person
other  than a  Subsidiary  of  Borrower  who  is  included  on the  consolidated
Financial Statements of Continental.

         7.5 Use of Lender's Name:  Borrower shall not use Lender's name (or the
name of any of  Lender's  Affiliates)  in  connection  with any of its  business
operations  except to identify  the  existence of the Credit  Facility.  Nothing
herein  contained  is  intended  to permit  or  authorize  Borrower  to make any
contract on behalf of Lender.
<PAGE>
         7.6  Continental's  Consolidated  Financial  Statements:  Unless Lender
consents otherwise in writing,  Borrower shall at all times cause Continental to
include  the  financial  results and  analysis  of Borrower on its  consolidated
Financial Statements.


SECTION 8.  DEFAULT

         8.1 Events of Default:  Notwithstanding the demand nature of the Credit
Facility,  each of the  following  events shall  constitute  an event of default
("Event  of  Default")  and Lender  shall  thereupon  have the  option  (without
impairing Lender's right to make demand at any time), to declare the Obligations
immediately due and payable, all without demand, notice,  presentment or protest
or further action of any kind (it also being  understood  that the occurrence of
any of the events or conditions set forth in subparagraphs (j), (k) or (l) shall
automatically cause an acceleration of the Obligations):

                  (a)  Payments  - if  Borrower  fails  to make any  payment  of
principal or interest on the date when such payment is due and payable,  whether
upon maturity, acceleration, demand or otherwise; or

                  (b)  Other  Charges  - if  Borrower  fails  to pay  any  other
charges,  fees,  Expenses or other monetary  obligations owing to Lender arising
out of or  incurred  in  connection  with this  Agreement  on the date when such
payment is due and  payable,  whether  upon  maturity,  acceleration,  demand or
otherwise; or

                  (c)  Particular  Covenant  Defaults  - if  Borrower  fails  to
perform,  comply  with or observe  any  covenant  contained  in  Sections 6 or 7
hereof,  or,  except  with  respect  to  specific  Events of  Default  contained
elsewhere  in this  Section  8.1, if Borrower  fails to perform,  comply with or
observe any other  undertaking  contained  in this  Agreement  or the other Loan
Documents within ten (10) days after Borrower becomes aware of such failure; or

                  (d)  Financial   Information  -  if  any  statement,   report,
financial statement,  or certificate made or delivered by Borrower or any of its
officers,  employees  or  agents,  to  Lender  is not true and  correct,  in all
material respects, when made; or

                  (e) Uninsured Loss - if there shall occur any uninsured damage
to or loss,  theft,  or  destruction  in excess of $500,000  with respect to any
portion of any Collateral; or

                  (f)   Warranties  or   Representations   -  if  any  warranty,
representation  or other  statement by or on behalf of Borrower  contained in or
pursuant  to  this  Agreement,  or in  any  document,  agreement  or  instrument
furnished in compliance with, relating to, or in reference to this Agreement, is
false, erroneous, or misleading in any material respect when made; or

         (g) Agreements with Others - if Borrower shall default beyond any grace
period  under any  agreement  with any  creditor  for  borrowed  money which may
constitute a recourse  obligation  of Borrower and (i) such default  consists of
the  failure to pay any  principal,  premium or  interest  with  respect to such
indebtedness  or (ii) such  default  consists  of the  failure  to  perform  any
covenant or agreement with respect to such  indebtedness,  if the effect of such
default is to cause  Borrower's  obligations  which are the  subject  thereof to
become due prior to its maturity date or prior to its regularly  scheduled  date
of payment;
<PAGE>
                  (h) Other  Agreements  with Lender - if  Borrower  breaches or
violates the terms of, or if a default or an event of default, occurs under, any
other  existing  or future  agreement  (related or  unrelated)  between or among
Borrower and Lender; or

                  (i) Judgments - if any final judgment for the payment of money
in  excess  of  $100,000  which is not  fully  and  unconditionally  covered  by
insurance or for which  Borrower has not  established a cash or cash  equivalent
reserve in the amount of such judgment shall be rendered;

                  (j)  Assignment  for Benefit of Creditors,  etc. - if Borrower
makes or proposes an assignment for the benefit of creditors generally, offers a
composition  or extension to creditors,  or makes or sends notice of an intended
bulk sale of any  business  or assets now or  hereafter  owned or  conducted  by
Borrower which might materially and adversely affect Borrower; or

                  (k) Bankruptcy,  Dissolution,  etc. - upon the commencement of
any action for the dissolution or liquidation of Borrower,  or the  commencement
of any  proceeding  to avoid any  transaction  entered into by Borrower,  or the
commencement  of any case or proceeding  for  reorganization  or  liquidation of
Borrower's  debts under the  Bankruptcy  Code or any other state or federal law,
now or hereafter  enacted for the relief of debtors,  whether  instituted  by or
against Borrower;  provided,  however,  that Borrower shall have forty-five (45)
days to obtain the  dismissal  or  discharge of  involuntary  proceedings  filed
against it, it being  understood  that during such  forty-five  (45) day period,
Lender shall  (notwithstanding  the discretionary nature of the Credit Facility)
be obligated to make Advances hereunder and Lender may seek adequate  protection
in any bankruptcy proceeding; or

         (l)  Receiver  -  upon  the  appointment  of  a  receiver,  liquidator,
custodian,  trustee or similar  official or fiduciary for Borrower or for any of
Borrower's Property; or

         (m) Execution Process, Seizure, etc. - the issuance of any execution or
distraint  process  against  Borrower,  or if any  Collateral  is  seized by any
governmental entity,  federal,  state or local (unless such seized Collateral is
insured against such risk of seizure and Lender is named as Lender Loss Payee on
the  applicable  policy),  or if any other Property of Borrower is seized by any
governmental  entity,  federal,  state  or local if such  seizure  might  have a
material and adverse  affect on Borrower,  its  business,  financial  condition,
Property or prospects (financial or otherwise); or

         (n) Termination of Business - if Borrower ceases business operations as
presently conducted; or

         (o) Pension Benefits, etc. - if Borrower fails to comply with ERISA, so
that  grounds  exist to  permit  the  appointment  of a trustee  under  ERISA to
administer  Borrower's  employee plans or to allow the Pension Benefit  Guaranty
Corporation  to institute  proceedings  to appoint a trustee to administer  such
plan(s), or to permit the entry of a Lien to secure any deficiency or claim; or

         (p) Investigations - any indication or evidence received by Lender that
reasonably  leads it to believe  Borrower may have directly or  indirectly  been
engaged in any type of activity which,  would be reasonably  likely to result in
the forfeiture of any Property of Borrower to any governmental entity,  federal,
state or local; or

         (q) Breach of Plan of Reorganization - if Borrower  breaches,  violates
or fails to comply with the Plan of  Reorganization  or any event  occurs  which
<PAGE>
would   constitute   a   violation   of  breach  by  Borrower  of  the  Plan  of
Reorganization,  or if any motion is filed or any action is  initiated  with the
Bankruptcy  Court or any other  court to  revoke,  suspend or modify the Plan of
Reorganization or the corresponding confirmation order.

         8.2 Cure - Nothing  contained in this  Agreement or the Loan  Documents
shall be  deemed to  compel  Lender  to  accept a cure of any  Event of  Default
hereunder.

         8.3      Rights and Remedies on Default:

                  (a) In addition  to all other  rights,  options  and  remedies
granted or available to Lender under this  Agreement or the Loan  Documents,  or
otherwise  available at law or in equity,  upon or at any time whether before or
after the  occurrence  and  during  the  continuance  of an Event of  Default or
Unmatured Event of Default,  Lender may, in its discretion and without effecting
the otherwise  discretionary  nature of the Credit  Facility,  withhold or cease
making Advances under the Credit Facility.

                  (b) In addition  to all other  rights,  options  and  remedies
granted or available to Lender under this Agreement or the Loan Documents  (each
of which is also then  exercisable  by Lender),  Lender may, in its  discretion,
upon or at any time after the occurrence and during the  continuance of an Event
of Default, terminate the Credit Facility.

                  (c) In addition  to all other  rights,  options  and  remedies
granted or available to Lender under this Agreement or the Loan Documents  (each
of which is also then  exercisable  by Lender),  Lender may, upon or at any time
after the  occurrence of an Event of Default,  exercise all rights under the UCC
and any  other  applicable  law or in  equity,  and  under  all  Loan  Documents
permitted to be exercised after the occurrence of an Event of Default, including
the following  rights and remedies (which list is given by way of example and is
not intended to be an exhaustive list of all such rights and remedies):

                           (i) The right to take  possession  of, and notify all
Lessees of the Lender's  security interest in the Collateral and require payment
under the Leases to be made  directly  to Lender and Lender may, in its own name
or in the name of  Borrower,  exercise all rights of lessor under the Leases and
collect,  sue for and receive payment on all Leases, and settle,  compromise and
adjust the same on any terms as may be satisfactory  to Lender,  in its sole and
absolute  discretion  for any reason or without  reason and Lender may do all of
the foregoing with or without judicial  process  (including  without  limitation
notifying  the United States postal  authorities  to redirect mail  addressed to
Borrower to an address designated by Lender); or

                           (ii) By its own  means or with  judicial  assistance,
subject to the rights of the Lessees,  enter Borrower's  premises or location of
Collateral  and take  possession of the  Collateral,  or render it unusable,  or
dispose of the  Collateral on such premises in compliance  with  subsection  (e)
below,  without any liability for rent,  storage,  utilities or other sums,  and
Borrower shall not resist or interfere with such action; or

                           (iii) Require Borrower at Borrower's expense, subject
to the rights of the Lessees,  to assemble all or any part of the Collateral and
make it available to Lender at any place designated by Lender; or

                           (iv) The right to reduce or modify the Maximum Credit
Limit,  Borrowing Base or any portion  thereof or the advance rates or to modify
the terms and conditions  upon which Lender,  may be willing to consider  making
<PAGE>
Advances  under  the  Credit  Facility  or to take  additional  reserves  in the
Borrowing Base for any reason.

                  (e)  Borrower  hereby  agrees that a notice  received by it at
least ten (10) days before the time of any  intended  public sale or of the time
after which any private sale or other  disposition  of the  Collateral  is to be
made, shall be deemed to be reasonable notice of such sale or other disposition.
If  permitted by  applicable  law, any  Collateral  which  threatens to speedily
decline in value or which is sold on a recognized market may be sold immediately
by Lender without prior notice to Borrower. Borrower covenants and agrees not to
interfere  with or impose any  obstacle to  Lender's  exercise of its rights and
remedies  with respect to the  Collateral,  after the  occurrence of an Event of
Default hereunder.

         8.4  Nature  of  Remedies:  All  rights  and  remedies  granted  Lender
hereunder  and under the Loan  Documents,  or  otherwise  available at law or in
equity, shall be deemed concurrent and cumulative, and not alternative remedies,
and Lender may  proceed  with any number of  remedies at the same time until all
Obligations are satisfied in full. The exercise of any one right or remedy shall
not be deemed a waiver or release of any other right or remedy, and Lender, upon
or at any time after the occurrence of an Event of Default,  may proceed against
Borrower, at any time, under any agreement, with any available remedy and in any
order.

         8.5  Set-Off:  If any bank  account of  Borrower  with  Lender,  or any
participant  is attached or otherwise  liened or levied upon by any third party,
Lender (and such participant)  shall have and be deemed to have,  without notice
to Borrower,  the  immediate  right of set-off and may apply the funds or amount
thus set-off against any of Borrower's Obligations hereunder.

SECTION 9.  MISCELLANEOUS

         9.1  GOVERNING  LAW: THIS  AGREEMENT,  AND ALL RELATED  AGREEMENTS  AND
DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.  THE PROVISIONS OF THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS AND ALL OTHER  AGREEMENTS AND DOCUMENTS  REFERRED TO HEREIN
ARE TO BE  DEEMED  SEVERABLE,  AND THE  INVALIDITY  OR  UNENFORCEABILITY  OF ANY
PROVISION  SHALL NOT  AFFECT OR IMPAIR  THE  REMAINING  PROVISIONS  WHICH  SHALL
CONTINUE IN FULL FORCE AND EFFECT.

         9.2  Integrated  Agreement:  The Revolving  Credit Note, the other Loan
Documents,  all related  agreements,  and this  Agreement  shall be construed as
integrated  and   complementary  of  each  other,  and  as  augmenting  and  not
restricting Lender's rights and remedies.  If, after applying the foregoing,  an
inconsistency still exists, the provisions of this Agreement shall constitute an
amendment thereto and shall control.

         9.3      Waiver:

                  (a) No omission or delay by Lender in exercising  any right or
power under this  Agreement or any related  agreements and documents will impair
such right or power or be construed  to be a waiver of any default,  or Event of
Default or an acquiescence  therein,  and any single or partial  exercise of any
such right or power will not preclude other or further  exercise  thereof or the
exercise of any other  right,  and as to Borrower no waiver will be valid unless
in writing and signed by Lender and then only to the extent specified.

                  (b)  Borrower  releases and shall  indemnify,  defend and hold
harmless Lender, and its respective officers,  employees and agents, of and from
<PAGE>
any claims, demands,  liabilities,  obligations,  judgments,  injuries,  losses,
damages and costs and expenses (including, without limitation,  reasonable legal
fees)  resulting  from (i) acts or conduct of  Borrower  or under,  pursuant  or
related to this Agreement and the other Loan Documents,  (ii) Borrower's  breach
or violation of any representation,  warranty, covenant or undertaking contained
in this Agreement or the other Loan Documents,  and (iii) Borrower's  failure to
comply  with  any  or  all  laws,  statutes,  ordinances,   governmental  rules,
regulations  or  standards,  whether  federal,  state  or  local,  or  court  or
administrative  orders or decrees,  (including without limitation  environmental
laws, etc.) and all costs, expenses, fines, penalties or other damages resulting
therefrom,  unless resulting from acts or conduct of Lender constituting willful
misconduct or gross negligence.

         9.4 Time:  Whenever Borrower shall be required to make any payment,  or
perform any act, on a day which is not a Business Day, such payment may be made,
or such act may be performed,  on the next  succeeding  Business Day. Time is of
the essence in Borrower's performance under all provisions of this Agreement and
all related agreements and documents.

         9.5  Expenses of Lender:  At Closing and from time to time  thereafter,
Borrower  will  pay  all  expenses  of  Lender  on  demand  (including,  without
limitation,  search  costs,  audit fees (in an amount  not to exceed  $5,000 per
audit),  appraisal fees,  environmental  fees and the fees and expenses of legal
counsel for Lender) relating to this Agreement, and all related agreements
and documents, including, without limitation, expenses incurred in the analysis,
negotiation,  preparation,  closing,  administration  and  enforcement  of  this
Agreement and the other Loan Documents, the enforcement,  protection and defense
of the  rights  of  Lender  in and to the  Loans  and  Collateral  or  otherwise
hereunder,  and any  reasonable  expenses  relating to  extensions,  amendments,
waivers or consents pursuant to the provisions hereof, or any related agreements
and documents or relating to agreements with other creditors,  or termination of
this Agreement (collectively, the "Expenses").

         9.6 Brokerage:  Except as otherwise  provided herein,  this transaction
was brought  about and entered into by Lender and Borrower  acting as principals
and without any brokers,  agents or finders being the effective  procuring cause
hereof.  Borrower  represents that it has not committed Lender to the payment of
any brokerage fee, commission or charge in connection with this transaction.  If
any such claim is made on Lender by any broker, finder or agent or other person,
Borrower  hereby  indemnifies,  defends and holds  harmless  Lender against such
claim and further will defend,  with counsel  satisfactory to Lender, any action
or actions  to  recover  on such  claim,  at  Borrower's  own cost and  expense,
including Lender's  reasonable counsel fees.  Borrower further agrees that until
any such claim or demand is adjudicated in Lender's  favor,  the amount demanded
shall be deemed an Obligation of Borrower under this Agreement.

         9.7      Notices:

                  (a) Any notices or  consents  required  or  permitted  by this
Agreement  shall be in writing and shall be deemed  given if delivered in person
or if sent by telecopy or by nationally  recognized  overnight  courier,  or via
first class,  Certified or Registered mail, postage prepaid, as follows,  unless
such address is changed by written notice hereunder:

         If to Lender to:  CoreStates Bank, N.A.
                           1339 Chestnut Street
                           FC 1-8-11-24
                           Philadelphia, PA  19101
                           Attn:  S. Scott Gates, Asst. VP
                           Telecopy No.: 215/786-7704
<PAGE>
         With copies to:   Blank Rome Comisky & McCauley
                           Four Penn Center Plaza
                           Philadelphia, PA 19103
                           Attn: Lawrence F. Flick, II, Esquire
                           Telecopy No.: 215/569-5555

         If to Borrower to:CIS Corporation
                           One Northern Concourse
                           P.O. Box 4785
                           Syracuse, NY  13221
                           Attn: Director of Corporate Finance/
                           Chief Financial Officer
                           Telecopy No.: 315/455-4713

         For Courier
         Service:          CIS Corporation
                           One Northern Concourse
                           North Syracuse, NY 13212
                           Attn: Director of Corporate Finance/
                           Chief Financial Officer


                  (b) Any notice  sent by Lender or Borrower by any of the above
methods shall be deemed to be given when so received.

                  (c) Lender shall be fully  entitled to rely upon any facsimile
transmission  or other writing  purported to be sent by any  Authorized  Officer
(whether requesting an Advance or otherwise) as being genuine and authorized.

         9.8  Headings:  The  headings  of any  paragraph  or  Section  of  this
Agreement  are for  convenience  only and  shall  not be used to  interpret  any
provision of this Agreement.

         9.9 Survival:  All warranties,  representations,  and covenants made by
Borrower herein,  or in any agreement  referred to herein or on any certificate,
document  or  other  instrument  delivered  by it or on its  behalf  under  this
Agreement,  shall be  considered  to have been relied upon by Lender,  and shall
survive the delivery to Lender of the Revolving  Credit Note,  regardless of any
investigation  made by  Lender  or on its  behalf.  All  statements  in any such
certificate or other  instrument  prepared  and/or  delivered for the benefit of
Lender shall constitute  warranties and  representations by Borrower  hereunder.
Except as otherwise  expressly  provided herein,  all covenants made by Borrower
hereunder or under any other agreement or instrument shall be deemed  continuing
until all Obligations are satisfied in full.

         9.10 Successors and Assigns:  This Agreement shall inure to the benefit
of and be  binding  upon the  successors  and  assigns  of each of the  parties.
Borrower may not transfer,  assign or delegate any of its duties or  obligations
hereunder.

         9.11  Duplicate  Originals:  Two or more  duplicate  originals  of this
Agreement  may be signed by the parties,  each of which shall be an original but
all of  which  together  shall  constitute  one and the  same  instrument.  This
Agreement  may be  executed in  counterparts,  all of which  counterparts  taken
together shall constitute one completed fully executed document.

         9.12 Modification:  No modification hereof or any agreement referred to
herein shall be binding or enforceable  unless in writing and signed by Borrower
and Lender.
<PAGE>
         9.13  Signatories:  Each  individual  signatory  hereto  represents and
warrants that he is duly  authorized to execute this  Agreement on behalf of his
principal  and that he executes  the  Agreement  in such  capacity  and not as a
party.

         9.14 Third Parties: No rights are intended to be created hereunder,  or
under any related  agreements  or  documents  for the benefit of any third party
donee, creditor or incidental beneficiary of Borrower. Nothing contained in this
Agreement  shall be construed as a delegation  to Lender of  Borrower's  duty of
performance,  including, without limitation,  Borrower's duties under any Lease,
account or contract with any other Person.

         9.15 Discharge of Taxes, Borrower's  Obligations,  Etc.: Lender, in its
sole  discretion,  shall have the right at any time, and from time to time, with
prior notice to  Borrower,  if Borrower  fails to do so five (5)  Business  Days
after  requested in writing to do so by Lender,  to: (a) pay for the performance
of any of Borrower's obligations hereunder, and (b) discharge taxes or Liens, at
any time levied or placed on any of  Borrower's  Property in  violation  of this
Agreement  unless  Borrower is in good faith with due  diligence by  appropriate
proceedings  contesting  such  taxes or Liens and  maintaining  proper  reserves
therefor in accordance with GAAP. Expenses and advances shall be deemed Advances
hereunder and shall be deemed Advances  hereunder and shall bear interest at the
same rate applied to the Revolving Credit Loans until reimbursed to Lender. Such
payments  and  advances  made by Lender  shall not be  construed  as a waiver by
Lender of an Event of Default under this Agreement.

         9.16 Most Favored Lender:  Borrower agrees to promptly notify Lender in
writing  if any  agreement  for  borrowed  money to which  Borrower  is a party,
contains or is amended to  contain,  financial  or  performance  covenants  more
restrictive  than those  contained  herein and upon Lender's  request,  Borrower
agrees to amend this Agreement  accordingly so that covenants  contained  herein
are  substantially  the same as those  contained  in such other  agreements  for
borrowed money.

         9.17 Consent to  Jurisdiction:  Borrower and Lender hereby  irrevocably
consent  to the  jurisdiction  of the  Courts of Common  Pleas of  Philadelphia,
Commonwealth of Pennsylvania or the United States District Court for the Eastern
District of Pennsylvania in any and all actions and proceedings  whether arising
hereunder or under any other agreement or undertaking  and irrevocably  agree to
service of process by certified mail, return receipt requested to the address of
the appropriate party set forth herein.

         9.18 Waiver of Jury Trial:  EACH OF BORROWER AND LENDER  HEREBY  WAIVES
ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION
COMMENCED  BY OR AGAINST  LENDER WITH RESPECT TO RIGHTS AND  OBLIGATIONS  OF THE
PARTIES HERETO OR UNDER THE LOAN DOCUMENTS.

         9.19 WARRANT OF ATTORNEY:  BORROWER HEREBY  AUTHORIZES AND EMPOWERS ANY
ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE
COMMONWEALTH OF  PENNSYLVANIA,  FOLLOWING TEN (10) BUSINESS DAYS AFTER NOTICE TO
BORROWER THAT AN EVENT OF DEFAULT HAS OCCURRED HEREUNDER, TO APPEAR FOR BORROWER
IN ANY SUCH COURT,  WITH OR WITHOUT  DECLARATION  FILED,  AS OF ANY TERM OR TIME
THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS OR ENTER  JUDGMENT  AGAINST
BORROWER  IN FAVOR OF LENDER,  FOR ALL SUMS DUE OR TO BECOME DUE BY  BORROWER TO
LENDER UNDER THIS  AGREEMENT,  WITH COSTS OF SUIT AND RELEASE OF ERRORS AND WITH
THE GREATER OF FIVE PERCENT (5%) OF SUCH SUMS OR $7,500.00 ADDED AS A REASONABLE
ATTORNEY'S  FEE; AND FOR DOING SO THIS AGREEMENT OR A COPY VERIFIED BY AFFIDAVIT
<PAGE>
SHALL BE SUFFICIENT WARRANT;  SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY
ANY EXERCISE  THEREOF,  AND JUDGMENT MAY BE CONFESSED AS AFORESAID  FROM TIME TO
TIME AS OFTEN AS THERE IS OCCASION THEREFOR.

         BORROWER  ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL IN THE
REVIEW AND EXECUTION OF THIS AGREEMENT AND FURTHER ACKNOWLEDGES THAT THE MEANING
AND EFFECT OF THE CONFESSION OF JUDGMENT HAVE BEEN FULLY EXPLAINED TO IT BY SUCH
COUNSEL.

         BORROWER,  BEING  FULLY  AWARE OF THE  RIGHT TO  NOTICE  AND A  HEARING
CONCERNING  THE  VALIDITY  OF ANY AND ALL CLAIMS  THAT MAY BE  ASSERTED  AGAINST
BORROWER  BY  LENDER  BEFORE A  JUDGMENT  CAN BE  ENTERED  HEREUNDER  OR  BEFORE
EXECUTION  MAY BE  LEVIED  ON SUCH  JUDGMENT  AGAINST  ANY AND ALL  PROPERTY  OF
BORROWER,  HEREBY WAIVES THESE RIGHTS AND AGREES AND CONSENTS TO JUDGMENT  BEING
ENTERED BY CONFESSION IN  ACCORDANCE  WITH THE TERMS HEREOF AND EXECUTION  BEING
LEVIED ON SUCH JUDGMENT  AGAINST ANY AND ALL PROPERTY OF BORROWER,  IN EACH CASE
WITHOUT FIRST GIVING NOTICE AND THE  OPPORTUNITY  TO BE HEARD ON THE VALIDITY OF
THE CLAIM OR CLAIMS UPON WHICH SUCH JUDGMENT IS ENTERED.

         9.20 Information to Participant:  Upon prior notice to Borrower, Lender
may  divulge  to  any   participant,   co-lender  or  assignee  or   prospective
participant,  co-lender or assignee it may obtain in the Credit Facility, or any
portion  thereof,  all  information,  and furnish to such  Person  copies of any
reports,  financial statements,  certificates,  and documents obtained under any
provision of this  Agreement,  or related  agreements and  documents;  provided,
however that any potential participant,  co-lender or assignee agrees to hold in
confidence  all  confidential  or  proprietary  information  provided to them by
Borrower  or  Lender  except  (a) to the  extent  that  the  production  of such
information is required pursuant to any statute, ordinance,  regulation, rule or
order or any  subpoena  or any  governmental  inquiry  or by  reason of any bank
regulation  in  connection  with any bank  examination,  and (b) such  potential
participant,  co-lender or assignee shall not be prohibited  from disclosing any
such  information  to any  of  their  agents,  officers,  employees,  attorneys,
accountants or consultants who shall be informed of this provision.

         IN  WITNESS  WHEREOF,   the  undersigned  parties  have  executed  this
Agreement the day and year first above written.

                                            CIS CORPORATION


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

                                            


                                            CORESTATES BANK, N.A.


                                        By: /s/D. Scott Gates
                                            -----------------
                                     Title:
<PAGE>
                         CORESTATES BANK, N.A. EX-2.1(b) 
                                  
                             REVOLVING CREDIT NOTE

$5,000,000                                                     Philadelphia, PA
                                                               June 26, 1996


         FOR VALUE RECEIVED and intending to be legally bound,  the undersigned,
CIS  Corporation  ("Borrower"),  promises to pay, in lawful  money of the United
States,  to the order of CoreStates  Bank,  N.A.  ("Lender"),  at the offices of
Lender, 1339 Chestnut Street, Philadelphia, Pennsylvania 19101 (or at such other
address as Lender may designate to Borrower) the maximum aggregate principal sum
of Five Million  ($5,000,000)  Dollars or such lesser sum which  represents  the
outstanding  balance  of the  aggregate  outstanding  principal  balance  of all
Revolving  Credit Loans  advanced to the Borrower  pursuant to the provisions of
that certain Loan and Security Agreement dated June 26, 1996, among Borrower and
Lender (as it may be  supplemented,  amended,  extended or replaced from time to
time, the "Loan Agreement"). The outstanding principal balance herunder shall be
payable  pursuant to the terms of the Loan Agreement.  The actual amount due and
owing from time to time  herunder  shall be  evidenced  by  Lender's  records of
receipts and  disbursements  with respect to the Revolving  Credit Loans,  which
shall  be  conclusive  evidence  of such  amount,  absent  manifest  error.  All
capitalized  terms not otherwise  defined herein shall have the meaning ascribed
to them in the Loan Agreement.

         Borrower  further agrees to pay interest on the  outstanding  principal
balance hereunder from time to time at the per annum rates set forth in Sections
2.4 and, as applicable,  2.5(b) and (c) of the Loan Agreement. Interest shall be
calculated as set forth in Section  2.5(a) of the Loan  Agreement,  and shall be
due and payable on the dates and otherwise in  accordance  with the terms of the
Loan  Agreement.  In no event shall the amount of interest  paid or agreed to be
paid to Lender herunder exceed the highest lawful rate permissible under any law
which a court of competent  jurisdiction  may deem  applicable  hereto.  In such
event,  the  interest  rate shall  automatically  be reduced to the maximum rate
permitted by such law and Lender may set off any excess  received  against other
Obligations which are then due.

         This  Revolving  Credit  Note is that  certain  Revolving  Credit  Note
referred  to in the Loan  Agreement  and other Loan  Documents.  This  Revolving
Credit Note ("Note")  shall  evidence  Borrower's  unconditional  obligations to
repay the outstanding balance of the aggregate  outstanding principal balance of
all Revolving Credit Loans made to Borrower,  with interest thereon and Expenses
in connection therewith. If Borrower fails to make any payment required herunder
or if an  Event  of  Default  occurs  under  the Loan  Agreement,  Lender  shall
thereupon  have the  option at any time and from time to time,  to  declare  the
unpaid principal balance of this Note along with accrued and unpaid interest and
Expenses  to be  immediately  due and  payable  and to  exercise  all rights and
remedies  set forth  herein,  and in the other  Loan  Documents,  as well as all
rights  and  remedies  otherwise  available  to Lender at law or in  equity,  to
collect the unpaid indebtedness herunder and thereunder. This Note is secured by
the Collateral described in the Loan Agreement.

         This  Note  may be  prepaid  only in  accordance  with  the  terms  and
conditions of the Loan Agreement.

         Borrower hereby waives presentment for payment, protest, demand, notice
of nonpayment or dishonor and all other notices in connection with the delivery,
<PAGE>
acceptance,  performance  or  enforcement  of this Note. Any failure or delay of
Lender to exercise any right  herunder shall not be construed as a waiver of the
right to exercise  the same or any other  right at any other time or times.  The
waiver by Lender of a breach or default of any  provision of this Note shall not
operate or be construed as a waiver of any subsequent breach or default thereof.
Borrower  agress  to  reimburse  Lender  for all  Expenses,  including,  without
limitation,  attorneys'  fees,  reasonably  incurred  by Lender to  enforce  the
provisions of this Note, to protect,  preserve and defend  Lender's rights under
the Loan Documents, and collect Borrower's Obligations hereunder as described in
the Loan Agreement.

         Notwithstanding  the entry of any judgment  under this Note, the unpaid
principal  balance  under  this Note  shall  continue  to bear  interest  at the
applicable rate set forth in the Loan Agreement.

         BORROWER  HEREBY  AUTHORIZES  AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR
THE  PROTHONOTARY  OR  CLERK OF ANY  COURT  OF  RECORD  IN THE  COMMONWEALTH  OF
PENNSYLVANIA,  FOLLOWING TEN (10) BUSINESS DAYS AFTER NOTICE TO BORROWER THAT AN
EVENT OF DEFAULT HAS  OCCURRED  UNDER THE LOAN  AGREEMENT  OR THAT  BORROWER HAS
FAILED TO PAY WHEN DUE ANY SUM  PAYABLE BY BORROWER  PURSUANT  TO THIS NOTE,  TO
APPEAR FOR BORROWER IN ANY SUCH COURT, WITH OR WITHOUT  DECLARATION FILED, AS OF
ANY TERM OR TIME THERE OR  ELSEWHERE  TO BE HELD AND THEREIN TO CONFESS OR ENTER
JUDGMENT  AGAINST BORROWER IN FAVOR OF THE LENDER UNDER THIS NOTE, WITH COSTS OF
SUIT AND  RELEASE OF ERRORS AND WITH THE  GREATER OF FIVE  PERCENT  (5%) OF SUCH
SUMS OR $7,500.00  ADDED AS A REASONALBE  ATTORNEY'S  FEE; AND FOR DOING SO THIS
NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT; SUCH AUTHORITY
AND POWER SHALL NOT BE  EXHAUSTED BY ANY  EXERCISE  THEROF,  AND JUDGMENT MAY BE
CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR.

         BORROWER  ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL IN THE
REVIEW AND EXECUTION OF THIS NOTE AND FURTHER  ACKNOWLEDGES THAT THE MEANING AND
EFFECT OF THE  CONFESSION  OF JUDGMENT  HAVE BEEN FULLY  EXPLAINED TO IT BY SUCH
COUNSEL.

         BORROWER,  BEING  FULLY  AWARE OF THE  RIGHT TO  NOTICE  AND A  HEARING
CONCERNING  THE  VALIDITY  OF ANY AND ALL CLAIMS  THAT MAY BE  ASSERTED  AGAINST
BORROWER BY THE LENDER  BEOFORE A JUDGMENT  CAN BE ENTERED  HEREUNDER  OR BEFORE
EXECUTION  MAY BE  LEVIED  ON SUCH  JUDGMENT  AGAINST  ANY AND ALL  PROPERTY  OF
BORROWER,  HEREBY  WAIVES THESE RIGHTS AND AGREES AND CONSENTS TO JUDMENT  BEING
ENTERED BY CONFESSION IN  ACCORDANCE  WITH THE TERMS HEREOF AND EXECUTION  BEING
LEVIED ON SUCH JUDGMENT  AGAINST ANY AND ALL PROPERTY OF BORROWER,  IN EACH CASE
WITHOUT FIRST GIVING NOTICE AND THE  OPPORTUNITY  TO BE HEARD ON THE VALIDITY OF
THE CLAIM OR CLAIMS UPON WHICH SUCH JUDGMENT IS ENTERED.

         This  Note  shall  be  construed  and  governed  by  the  laws  of  the
Commonwealth  of  Pennsylvania,  without  regard  to  its  otherwise  applicable
principles  of conflict of laws.  The  provisions of this Note are severable and
the invalidity or unenforceabilty of any provision shall not alter or impair the
remaining  provisions of this Note.  Jury trial is waived by Borrower and Lender
in connection  with any  controversy  or proceeding  involving the rights of the
parties to this Note, whether sounding in contract, tort or otherwise.

         IN WITNESS WHEROF,  and intending to be legally bound hereby,  Borrower
has executed these presents the day and year first above written.

                                   CIS CORPORATION


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