
                                                                   Exhibit 10.46


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                           LOAN AND SECURITY AGREEMENT
================================================================================


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                          BACK BAY CAPITAL FUNDING, LLC
                                   The Lender









                        ADVANCED TECHNICAL PRODUCTS, INC.
                                The Lead Borrower
                                      For:
                        ADVANCED TECHNICAL PRODUCTS, INC.
                                  ALCORE, INC.,
                         TECHNICAL PRODUCTS GROUP, INC.,
                            MARION PROPERTIES, INC.,
                             DELAND PROPERTIES, INC.
                            LINCOLN PROPERTIES, INC.
                                  The Borrowers
================================================================================



                                October 10, 2000
================================================================================



<PAGE>


                                TABLE OF CONTENTS


Article 1: - Definitions:.....................................................8


Article 2: - The Term Loan:..................................................27

         21.      -Commitment To Make Term Loan..............................27
         22.      -The Term Note.............................................27
         23.      -Payment of Principal of the Term Loan.....................27
         24.      -Interest On The Term Loan.................................28
         25.      -Fees......................................................29
         26.      -Lender's Discretion.......................................29
         27.      -Joint and Several Liability of the Borrowers..............30
         28.      -..........................................................31

Designation of Lead Borrower as Borrowers' Agent.............................31


Article 3: - Conditions Precedent:...........................................32

         31.      -Corporate Due Diligence...................................32
         32.      -Opinion...................................................32
         33.      -Additional Documents......................................33
         34.      -Officers' Certificates....................................33
         35.      -Representations and Warranties............................33
         36.      -All Fees and Expenses Paid................................33
         37.      -No Borrower In Default....................................34
         38.      -No Adverse Change.........................................34
         39.      -Minimum Day One Availability..............................34

Article 4: - General Representations, Covenants and Warranties:..............34

         41.      -Payment and Performance of Liabilities....................34
         42.      -Due Organization. Authorization. No Conflicts.............35
         43.      -Trade Names...............................................36
         44.      -Infrastructure............................................36
         45.      -Locations.................................................37
         46.      -Title to Assets...........................................38
         47.      -Indebtedness..............................................38
         48.      -Insurance.................................................39
         49.      -Licenses..................................................40
         410.     -Leases....................................................40
         411.     -Requirements of Law.......................................41
         412.     -Labor Relations...........................................41
         413.     -Maintain Properties.......................................42
         414.     -Taxes.....................................................43
         415.     -No Margin Stock...........................................44
         416.     -ERISA.....................................................44
         417.     -Hazardous Materials.......................................45
         418.     -Litigation................................................45
         419.     -Dividends. Investments. Corporate Action..................45
         420.     -Loans.....................................................46
         421.     -Protection of Assets......................................46
         422.     -Line of Business..........................................46
         423.     -Affiliate Transactions....................................47
         424.     -Further Assurances........................................47
         425.     -Adequacy of Disclosure....................................48
         426.     -No Restrictions on Liabilities............................48
         427.     -Other Covenants...........................................49


<PAGE>


Article 5: Financial Reporting and Performance Covenants:....................49

         51.      -Maintain Records..........................................49
         52.      -Access to Records.........................................49
         53.      -Immediate Notice to Lender................................50
         54.      -Financial Statements......................................51
         55.      -Officers' Certificates....................................53
         56.      -Inventories, Appraisals, and Audits.......................53
         57.      -Additional Financial Information..........................54
         58.      -Financial Performance Covenants...........................55

Article 6: - Use of Collateral:..............................................57

         61.      -Use of Collateral.........................................57
         62.      -Adjustments and Allowances................................58
         63.      -Validity of Accounts......................................58
         64.      -Notification to Account Debtors...........................58

Article 7: - Grant of Security Interest:.....................................59

         71.      -Grant of Security Interest................................59
         72.      -Extent and Duration of Security Interest..................60

Article 8: - Lender As Borrower's Attorney-In-Fact:..........................60
         81.      -Appointment as Attorney-In-Fact...........................60
         82.      -No Obligation to Act......................................61

Article 9: - Events of Default:..............................................61

         91.      -Failure to Pay the Term Loan..............................62
         92.      -Failure To Make Other Payments............................62
         93.      -Failure to Perform Covenant or Liability (No Grace Period)62
         94.      -Failure to Perform Covenant or Liability (Grace Period)...62
         95.      -Misrepresentation.........................................63
         96.      -Acceleration of Other Debt. Breach of Lease...............63
         97.      -Default Under Other Agreements............................63
         98.      -Uninsured Casualty Loss...................................63
         99.      -Attachment. Judgment. Restraint of Business...............63
         910.     -Business Failure..........................................64
         911.     -Bankruptcy................................................64
         912.     -Default by Guarantor......................................64
         913.     -Indictment - Forfeiture...................................65
         914.     -Termination of Guaranty...................................65
         915.     -Challenge to Loan Documents...............................65
         11.      -Change in Control.........................................65

Article 1: - Rights and Remedies Upon Default:...............................65

         11.      -Acceleration..............................................65
         12.      -Rights of Enforcement.....................................66
         13.      -Sale of Collateral........................................66
         14.      -Occupation of Business Location...........................67
         15.      -Grant of Nonexclusive License.............................67
         16.      -Assembly of Collateral....................................67
         17.      -Rights and Remedies.......................................68

Article 2: - Notices:........................................................68

         21.      -Notice Addresses..........................................68
         22.      -Notice Given..............................................69

Article 3: - Term:...........................................................70

         31.      -Actions on Termination Date...............................70


<PAGE>



Article 4: - General:........................................................70

         41.      -Protection of Collateral..................................70
         42.      -Publicity.................................................71
         43.      -Successors and Assigns....................................71
         44.      -Severability..............................................71
         45.      -Amendments.  Course of Dealing............................71
         46.      -Power of Attorney.........................................72
         47.      -Application of Proceeds...................................72
         48.      -Increased Costs...........................................72
         49.      -Costs and Expenses of the Lender..........................73
         410.     -Copies and Facsimiles.....................................74
         411.     -Massachusetts Law.........................................74
         412.     -Consent to Jurisdiction...................................74
         413.     -Indemnification...........................................75
         414.     -Rules of Construction.....................................75
         415.     -Intent....................................................77
         416.     -Participations:...........................................78
         417.     -Right of Set-Off..........................................78
         418.     -Pledges To Federal Reserve Banks:.........................78
         419.     -Maximum Interest Rate.....................................78
         420.     -Waivers...................................................80


<PAGE>


                                    EXHIBITS

0                          :        Term Note
0                          :        Affiliates
0                          :        Trade Names
0                          :        Locations, Leases, and Landlords
0                          :        Encumbrances
0                          :        Indebtedness
0                          :        Insurance Policies
0                          :        Capital Leases
         4:4-12            :        Labor Relations
0                          :        Taxes
         4:4-16(vii)       :        ERISA Plans
         4:4-17            :        Hazardous Materials
0                          :        Litigation
         4:4-26            :        Restrictions on Indebtedness
         7:7-2             :        Exclusions from Security


<PAGE>



================================================================================
LOAN AND SECURITY AGREEMENT                        Back Bay Capital Funding, LLC
                                                                      The Lender

================================================================================

                                                                October 10, 2000

          THIS AGREEMENT is made between

          Back Bay Capital Funding, LLC (the "Lender"), a Delaware limited
     liability company with offices at 40 Broad Street, Boston, Massachusetts
     02109

          and

          Advanced Technical Products, Inc. ( in such capacity, the " Lead
     Borrower"), a Delaware corporation with its principal executive offices at
     200 Mansell Ct. East, Suite 505, Roswell, Georgia, as agent for the
     following:


          Advanced Technical Products, Inc. ("ATP"), a Delaware corporation,
     Alcore, Inc. ("Alcore"), a Delaware corporation, Technical Products Group,
     Inc. ("Technical Products"), a Delaware corporation, Marion Properties,
     Inc. ("Marion"), a Delaware corporation, DeLand Properties, Inc.
     ("DeLand"), a Delaware corporation, and Lincoln Properties, Inc.
     ("Lincoln"), a Delaware corporation (ATP, Alcore, Technical Products,
     Marion, DeLand and Lincoln being referred to individually, collectively,
     and jointly and severally, as "Borrower" or "Borrowers"), each Borrower
     having an office at 200 Mansell Ct., East, Suite 505, Roswell, GA 30076.

in consideration of the mutual covenants contained herein and benefits to be
derived herefrom,



<PAGE>

                                   WITNESSETH:
- - Definitions:

     As used herein, the following terms have the following meanings or are
defined in the section of this Agreement so indicated:

     "Account Debtor": Has the meaning given that term in the UCC.

     "Accounts" and "Accounts Receivable" include, without limitation,
"accounts" as defined in the UCC, and also all: accounts, accounts receivable,
receivables, and rights to payment (whether or not earned by performance) for:
property that has been or is to be sold, leased, licensed, assigned, or
otherwise disposed of; services rendered or to be rendered; a policy of
insurance issued or to be issued; a secondary obligation incurred or to be
incurred; energy provided or to be provided; for the use or hire of a vessel;
arising out of the use of a credit or charge card or information contained on or
used with that card; winnings in a lottery or other game of chance; and also all
Inventory which gave rise thereto, and all rights associated with such
Inventory, including the right of stoppage in transit; all reclaimed, returned,
rejected or repossessed Inventory (if any) the sale of which gave rise to any
Account.

     "AdjustedTangible Assets": all assets except: (a) any surplus resulting
from any write-up of assets subsequent to April 28, 1995; (b) deferred assets,
other than prepaid insurance and prepaid taxes; (c) patents, copyrights,
trademarks, trade names, non-compete agreements, franchises and other similar
intangibles; (d) goodwill, including any amounts, however designated on a
Consolidated balance sheet of a Person or its Subsidiaries, representing the
excess of the purchase price paid for assets or stock over the value assigned
thereto on the books of such Person; (e) Restricted Investments; (f) unamortized
debt discount and expense; (g) assets located and notes and receivables due from
obligors outside of the United States of America; and (h) Accounts, notes and
other receivables due from Affiliates or employees.

     "Adjusted Tangible Net Worth": at any date means a sum equal to: (a) the
net book value (after deducting related depreciation, obsolescence,
amortization, valuation, and other proper reserves) at which the Adjusted
Tangible Assets of a Person would be shown on a balance sheet at such date in
accordance with GAAP, minus (b) the amount at which such Person's liabilities
(other than capital stock and surplus) would be shown on such balance sheet in
accordance with GAAP, and including as liabilities all reserves for
contingencies and other potential liabilities.

<PAGE>


     "Affiliate": The following:

          (a) With respect to any two Persons, a relationship in which (i) one
     holds, directly or indirectly, not less than Twenty Five Percent (25%) of
     the capital stock, beneficial interests, partnership interests, or other
     equity interests of the other; or (ii) one has, directly or indirectly, the
     right, under ordinary circumstances, to vote for the election of a majority
     of the directors (or other body or Person who has those powers customarily
     vested in a board of directors of a corporation); or (iii) not less than
     Twenty Five Percent (25%) of their respective ownership is directly or
     indirectly held by the same third Person.

          (b) Any Person which: is a parent, brother-sister, subsidiary, or
     affiliate, of a Borrower; could have such enterprise's tax returns or
     financial statements consolidated with that Borrower's; could be a member
     of the same controlled group of corporations (within the meaning of Section
     1563(a)(1), (2) and (3) of the Internal Revenue Code of 1986, as amended
     from time to time) of which any Borrower is a member; controls or is
     controlled by any Borrower.

     "Alcore Sale": means Borrower's proposed sale of all or substantially all
of the assets of Alcore.


<PAGE>

     "Applicable Law": As to any Person:(i) All statutes, rules, regulations,
orders, or other requirements having the force of law and (ii) all court orders
and injunctions, arbitrator's decisions, and/or similar rulings, in each
instance ((i) and (ii)) of or by any federal, state, municipal, and other
governmental authority, or court, tribunal, panel, or other body which has or
claims jurisdiction over such Person, or any property of such Person, or of any
other Person for whose conduct such Person would be responsible.

     "Bankruptcy Code": Title 11, U.S.C., as amended from time to time.

     "Borrower" and "Borrowers": Is defined in the Preamble.

     "BusinessDay": Any day other than (a) a Saturday or Sunday; (b) any day on
which banks in Boston, Massachusetts or in Atlanta, Georgia, generally are not
open to the general public for the purpose of conducting commercial banking
business; or (c) a day on which the principal office of the Lender is not open
to the general public to conduct business.

     "Capital Expenditures": Expenditures made or liabilities incurred for the
acquisition of any fixed assets or improvements, replacements, substitutions or
additions thereto which have a useful life of more than one year, including the
total principal portion of Capitalized Lease Obligations

     "Capitalized Lease Obligation": any Indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP.

     "Capital Lease": Any lease which is required to be capitalized in
accordance with GAAP.

<PAGE>


     "Change in Control": The occurrence of any of the following:

          (a) The acquisition, by any group of persons (within the meaning of
     the Securities Exchange Act of 1934, as amended) or by any Person, of
     beneficial ownership (within the meaning of Rule 13d-3 of the Securities
     and Exchange Commission) of 35% or more of the issued and outstanding
     capital stock of the Lead Borrower having the right, under ordinary
     circumstances, to vote for the election of directors of the Lead Borrower.

          (B) Any failure of the Lead Borrower to own, beneficially and of
     record, 100% of the capital stock of all other Borrowers.

     "Chattel Paper": Has the meaning given that term in the UCC.

     "Closing Date": The date on which the conditions specified in Article 3 are
satisfied or waived and the Term Loan is to be made hereunder.

     "Collateral": Is defined in Section 0.

     "Collateral Interest": Any interest in property to secure an obligation,
including, without limitation, a security interest, mortgage, and deed of trust.

     "Consolidated": When used to modify a financial term, test, statement, or
report, refers to the application or preparation of such term, test, statement
or report (as applicable) based upon the consolidation, in accordance with GAAP,
of the financial condition or operating results of the Borrowers.

     "Costs of Collection": Includes, without limitation, all reasonable fees
and reasonable out-of-pocket expenses incurred by the Lender's attorneys, and
all reasonable out-of-pocket costs incurred by the Lender in the administration
of the Liabilities and/or the Loan Documents, including, without limitation,
reasonable costs and expenses associated with travel on behalf of the Lender,
where such costs and expenses are directly or indirectly related to or in
respect of the Lender's: administration and management of the Liabilities;
negotiation, documentation, and amendment of any Loan Document; or efforts to
preserve, protect, collect, or enforce the Collateral, the Liabilities, and/or
the Lender's Rights and Remedies and/or any of the rights and remedies of the
Lender against or in respect of any guarantor or other person liable in respect
of the Liabilities (whether or not suit is instituted in connection with such
efforts). The Costs of Collection are Liabilities, and at the Lender's option
may bear interest at the then effective rate of interest applicable to loans and
advances under the Term Loan.

<PAGE>


     "Current Assets": at any date means the amount at which all of the current
assets of a Person would be properly classified as current assets shown on a
balance sheet at such date in accordance with GAAP except that amounts due from
Affiliates and investments in Affiliates shall be excluded therefrom.

     "Current Pay Interest": Is defined in Section 0.

     "Default Rate": Is defined in Section 2:2-4(b).

     "Documents": Has the meaning given that term in the UCC.

     "Documents of Title": Has the meaning given that term in the UCC.

     "Early Termination Fee: Is defined in Section 2:2-3(b).

<PAGE>


     "EBITDA":The Borrowers' Consolidated earnings before interest, taxes,
depreciation, and amortization, each as determined in accordance with GAAP
[inclusive of discontinued operations]. For the purposes of the calculation of
the Fixed Charge Ratio and Interest Coverage Ratio through the period ending
March 31, 2001, the following expenses taken by the Borrower, in their 10-Q
report for the fiscal quarter ended June 30, 1999, shall be added to EBITDA: (i)
expenses related to the terminated merger agreement with Veritas up$750,000, and
(ii) expenses related to severance payments due the Borrowers' former chairman.

     "Employee Benefit Plan": As defined in ERISA.

     "Encumbrance": Each of the following:

          (a) A Collateral Interest or agreement to create or grant a Collateral
     Interest); the interest of a lessor under a Capital Lease; conditional sale
     or other title retention agreement; sale of accounts receivable or chattel
     paper; or other arrangement pursuant to which any Person is entitled to any
     preference or priority with respect to the property or assets of another
     Person or the income or profits of such other Person; each of the foregoing
     whether consensual or non-consensual and whether arising by way of
     agreement, operation of law, legal process or otherwise. (b) The filing of
     any financing statement under the UCC or comparable law of any
     jurisdiction.

     "Environmental Laws": All of the following:

          (a) Applicable Law which regulates or relates to, or imposes any
     standard of conduct or liability on account of or in respect to,
     environmental protection matters, including, without limitation, Hazardous
     Materials, as are now or hereafter in effect.

          (b) The common law relating to damage to Persons or property from
     Hazardous Materials.

     "Equipment": Includes, without limitation, "equipment" as defined in the
UCC, and also all furniture, store fixtures, motor vehicles, rolling stock,
machinery, office equipment, plant equipment, tools, dies, molds, and other
goods, property, and assets which are used and/or were purchased for use in the
operation or furtherance of a Borrower's business, and any and all accessions or
additions thereto, and substitutions therefor.

<PAGE>


     "ERISA": The Employee Retirement Income Security Act of 1974, as amended.

     "ERISA Affiliate": Any Person which is under common control with a Borrower
within the meaning of Section 4001 of ERISA or is part of a group which includes
any Borrower and which would be treated as a single employer under Section 414
of the Internal Revenue Code of 1986, as amended.

     "Events of Default": Is defined in Article 0. An "Event of Default" shall
be deemed to have occurred and to be continuing unless and until that Event of
Default has been duly waived by the Lender.

     "Excess Cash Flow": EBITDA less the sum of permitted capital expenditures,
cash taxes, cash principal payments, cash interest payments and cash payments
made under capital leases (without duplication).

     "Excess Interest": Is defined in Section 13:13-19(b).

     "Farm Products": Has the meaning given that term in the UCC.

     "Fee Letter": That Fee Letter dated as of the Closing Date and styled "Fee
Letter" between the Lead Borrower and the Lender, as such letter may be amended
from time to time.

     "Fiscal":When followed by "month" or "quarter", the relevant fiscal period
based on the Borrowers' fiscal year and accounting conventions. When followed by
reference to a specific year, the fiscal year which ends in a month of the year
to which reference is being made (e.g. if the Borrowers' fiscal year ends in
January 2001 reference to that year would be to the Borrowers' "Fiscal 2001").


<PAGE>


     "Fixed Charge Ratio": for any period of calculation, the ratio of EBITDA
less Capital Expenditures to Fixed Charges.

     "Fixed Charges": For any period of calculation, with respect to the
Borrower and its Subsidiaries, the sum of (i) permanent reductions of principal,
and interest, on account of Indebtedness for borrowed money actually paid in
cash during such period, plus (ii) Capital Lease payments paid in cash during
such period, plus (iii) income taxes paid in cash during such period, each as
determined in accordance with GAAP, plus (iv) Permitted Dividends.

     "Fixtures": Has the meaning given that term in the UCC.

     "GAAP": Principles which are consistent with those promulgated or adopted
by the Financial Accounting Standards Board and its predecessors (or successors)
in effect and applicable to that accounting period in respect of which reference
to GAAP is being made.

     "General Intangibles": Includes, without limitation, "general intangibles"
as defined in the UCC; and also all: rights to payment for credit extended;
deposits; amounts due to any Borrower; credit memoranda in favor of any
Borrower; warranty claims; tax refunds and abatements; insurance refunds and
premium rebates; all means and vehicles of investment or hedging, including,
without limitation, options, warrants, and futures contracts; records; customer
lists; telephone numbers; goodwill; causes of action; judgments; payments under
any settlement or other agreement; literary rights; rights to performance;
royalties; license and/or franchise fees; rights of admission; licenses;
franchises; license agreements, including all rights of any Borrower to enforce
same; permits, certificates of convenience and necessity, and similar rights
granted by any governmental authority; patents, patent applications, patents
pending, and other intellectual property; internet addresses and domain names;
developmental ideas and concepts; proprietary processes; blueprints, drawings,
designs, diagrams, plans, reports, and charts; catalogs; manuals; technical
data; computer software programs (including the source and object codes
therefor), computer records, computer software, rights of access to computer
record service bureaus, service bureau computer contracts, and computer data;
tapes, disks, semi-conductors chips and printouts; trade secrets rights,
copyrights, mask work rights and interests, and derivative works and interests;
user, technical reference, and other manuals and materials; trade names,
trademarks, service marks, and all goodwill relating thereto; applications for
registration of the foregoing; and all other general intangible property of any
Borrower in the nature of intellectual property; proposals; cost estimates, and
reproductions on paper, or otherwise, of any and all concepts or ideas, and any
matter related to, or connected with, the design, development, manufacture,
sale, marketing, leasing, or use of any or all property produced, sold, or
leased, by any or credit extended or services performed, by any Borrower,
whether intended for an individual customer or the general business of any
Borrower, or used or useful in connection with research by any Borrower.

<PAGE>


     "Goods": Has the meaning given that term in the UCC, and also includes all
things movable when a security interest therein attaches and also all computer
programs embedded in goods and any supporting information provided in connection
with a transaction relating to the program if (i) the program is associated with
the goods in such manner that it customarily is considered part of the goods or
(ii) by becoming the owner of the goods, a Person acquires a right to use the
program in connection with the goods.

     "Hazardous Materials": Any (a) substance which is defined or regulated as a
hazardous material in or under any Environmental Law and (b) oil in any physical
state.

     "Indebtedness": All indebtedness and obligations of or assumed by any
Person on account of or in respect to any of the following:

          (a) In respect of money borrowed (including any indebtedness which is
     non-recourse to the credit of such Person but which is secured by an
     Encumbrance on any asset of such Person) whether or not evidenced by a
     promissory note, bond, debenture or other written obligation to pay money.

          (b) In connection with any letter of credit or acceptance transaction
     (including, without limitation, the face amount of all letters of credit
     and acceptances issued for the account of such Person or reimbursement on
     account of which such Person would be obligated).

          (c) In connection with the sale or discount of accounts receivable or
     chattel paper of such Person.

          (d) On account of deposits or advances.

          (e) As lessee under Capital Leases.

          (f) In connection with any sale and leaseback transaction.
     "Indebtedness" also includes:

               (x) Indebtedness of others secured by an Encumbrance on any asset
          of such Person, whether or not such Indebtedness is assumed by such
          Person.

               (y) Any guaranty, endorsement, suretyship or other undertaking
          pursuant to which that Person may be liable on account of any
          obligation of any third party.


<PAGE>


               (z) The Indebtedness of a partnership or joint venture for which
          such Person is liable as a general partner or joint venturer.

     "In Default": Any occurrence, circumstance, or state of facts with respect
to a Borrower which (a) is an Event of Default; or (b) would become an Event of
Default if any requisite notice were given and/or any requisite period of time
were to run and such occurrence, circumstance, or state of facts were not
absolutely cured within any applicable grace period.

     "Indemnified Person": Is defined in Section 513.

     "Instruments": Has the meaning given that term in the UCC.

     "Interest Coverage Ratio": for any period of calculation, the ratio of
EBITDA to Interest Expense.

     "InterestExpense": with respect to any fiscal period, the interest expense
incurred for such period as determined in accordance with GAAP (excluding any
PIK Interest that is capitalized and added to the outstanding principal amount
of the Term Loan in accordance with Section 2-4(a)(ii)(A) of the Agreement) plus
letter of credit and guaranty fees owing for such period.

     "Inventory": Includes, without limitation, "inventory" as defined in the
UCC and also all: (a) Goods which are leased by a Person as lessor; are held by
a Person for sale or lease or to be furnished under a contract of service; are
furnished by a Person under a contract of service; or consist of raw materials,
work in process, or materials used or consumed in a business; (b) Goods of said
description in transit; (c) Goods of said description which all returned,
repossessed and rejected; (d) packaging, advertising, and shipping materials
related to any of the foregoing; (e) all names, marks, and General Intangibles
affixed or to be affixed or associated thereto; and (f) Documents and Documents
of Title which represent any of the foregoing.

<PAGE>


     "Investment Property": Has the meaning given that term in the UCC.

     "Lease": Any lease or other agreement, no matter how styled or structured,
pursuant to which a Borrower is entitled to the use or occupancy of any space.

     "Leasehold Interest": Any interest of a Borrower as lessee under any Lease.

     "Lender": Is defined in the Preamble to this Agreement.

     "Lender's Rights and Remedies": Is defined in Section 27.

     "Letter-of-Credit Right": Has the meaning given that term in UCC 9'99 and
also refers to any right to payment or performance under an L/C, whether or not
the beneficiary has demanded or is at the time entitled to demand payment or
performance.

     "Liabilities": Includes, without limitation, the following:

          (i) Any and all direct and indirect liabilities, debts, and
     obligations of each Borrower to the Lender, each of every kind, nature, and
     description.

          (ii) Each obligation to repay any loan, advance, indebtedness, note,
     obligation, overdraft, or amount now or hereafter owing by any Borrower to
     the Lender (including all future advances whether or not made pursuant to a
     commitment by the Lender), whether or not any of such are liquidated,



<PAGE>


     unliquidated, primary, secondary, secured, unsecured, direct, indirect,
     absolute, contingent, or of any other type, nature, or description, or by
     reason of any cause of action which the Lender may hold against any
     Borrower.

          (iii) All notes and other obligations of each Borrower now or
     hereafter assigned to or held by the Lender, each of every kind, nature,
     and description.

          (iv) All interest, fees, and charges and other amounts which may be
     charged by the Lender to any Borrower and/or which may be due from any
     Borrower to the Lender from time to time.

          (v) All costs and expenses incurred or paid by the Lender in respect
     of any agreement between any Borrower and the Lender or instrument
     furnished by any Borrower to the Lender (including, without limitation,
     Costs of Collection, attorneys' reasonable fees, and all court and
     litigation costs and expenses).

          (vi) Any and all covenants of each Borrower to or with the Lender and
     any and all obligations of each Borrower to act or to refrain from acting
     in accordance with any agreement between that Borrower and the Lender or
     instrument furnished by that Borrower to the Lender. (vii) All obligations
     under the Warrant Purchase Agreement dated October 10, 2000 between ATP and
     the Lender.

          (viii) Each of the foregoing as if each reference to the " the Lender"
     were to each Affiliate of the Lender, provided, in no event shall
     "Obligations" arising under the Tranche A Loan Agreement be included as
     Liabilities hereunder.

     "Lien": any interest in Property securing an obligation owed to, or a claim
by, a Person other than the owner of the Property, whether such interest is
based on common law, statute or contract. The term "Lien" shall also include
reservations, exceptions, encroachments, easements, rights-of-way, covenants,
conditions, restrictions, leases and other title exceptions and encumbrances
affecting Property. For the purpose of the Agreement, Borrower shall be deemed
to be the owner of any Property which it has acquired or holds subject to a
conditional sale agreement or other arrangement pursuant to which title to the
Property has been retained by or vested in some other Person for security
purposes.

<PAGE>


     "Loan Documents": This Agreement, each instrument and document executed
and/or delivered as contemplated by Article 0, below, and each other instrument
or document from time to time executed and/or delivered in connection with the
arrangements contemplated hereby or in connection with any transaction with the
Lender or any Affiliate of the Lender, including, without limitation, any
transaction which arises out of any cash management, depository, investment,
letter of credit, interest rate protection, or equipment leasing services
provided by the Lender or any Affiliate of the Lender, as each may be amended
from time to time.

     "MaterialAccounting Change": Any change in GAAP applicable to accounting
periods subsequent to the Borrowers' fiscal year most recently completed prior
to the execution of this Agreement, which change has a material effect on the
Borrowers' Consolidated financial condition or operating results, as reflected
on financial statements and reports prepared by or for the Borrowers, when
compared with such condition or results as if such change had not taken place or
where preparation of the Borrowers' statements and reports in compliance with
such change results in the breach of a financial performance covenant imposed
pursuant to Section 0 where such a breach would not have occurred if such change
had not taken place or visa versa.

     "Maturity Date": October 30, 2003.

     "Maximum Legal Rate": Is defined in Section 13:13-19.

<PAGE>


     "Money Borrowed": means (a) Indebtedness arising from the lending of money
by any Person to Borrower; (b) Indebtedness, whether or not in any such case
arising from the lending by any Person of money to Borrower, (i) which is
represented by notes payable or drafts accepted that evidence extensions of
credit, (ii) which constitutes obligations evidenced by bonds, debentures, notes
or similar instruments, or (iii) upon which interest charges are customarily
paid (other than accounts payable) or that was issued or assumed as full or
partial payment for Property; (c) Indebtedness that constitutes a Capitalized
Lease Obligation; (d) reimbursement obligations with respect to letters of
credit or guaranties of letters of credit and (e) Indebtedness of Borrower under
any guaranty of obligations that would constitute Indebtedness for Money
Borrowed under clauses (a) through (c) hereof, if owed directly by Borrower.

     "Participant": Is defined in Section 516, hereof.

     "Payment Intangible": Has the meaning given that term in UCC 9'99 and also
refers to any general intangible under which the Account Debtor's primary
obligation is a monetary obligation.

     "Permitted Encumbrances": Those Encumbrances permitted as provided in
Section 0 hereof.

     "Permitted Dividends": Those dividends permitted pursuant to Section
4:4-19(a), below.

     "Permitted Purchase Money Indebtedness": Purchase Money Indebtedness of
Borrower incurred after the date hereof which is secured by a Purchase Money
Lien and which, when aggregated with the principal amount of all other such
Indebtedness and Capitalized Lease Obligations of Borrower at the time
outstanding, does not exceed $1,000,000.00. For the purposes of this definition,
the principal amount of any Purchase Money Indebtedness consisting of
capitalized leases shall be computed as a Capitalized Lease Obligation.


<PAGE>


     "Person": Any natural person, and any corporation, limited liability
company, trust, partnership, joint venture, or other enterprise or entity.

     "PIK Interest": Defined in Section 0.

     "Proceeds": Includes, without limitation, "Proceeds" as defined in the UCC
and each type of property described in Section 0 hereof.

     "Properly Contested": In the case of any Indebtedness of a Borrower
(including any Taxes) that is not paid as and when due or payable by reason of
such Borrower's bona fide dispute concerning its liability to pay same or
concerning the amount thereof, that (a) such Indebtedness and any Liens securing
same are being properly contested in good faith by appropriate proceedings
promptly instituted and diligently conducted, (b) such Borrower has established
appropriate reserves as shall be required in conformity with GAAP, (c) the
non-payment of such Indebtedness will not have a material adverse effect and
will not result in a forfeiture of any assets of such Borrower; (d) no Lien is
imposed upon any of such Borrower's assets with respect to such Indebtedness
unless such Lien is at all times junior and subordinate in priority to the Liens
in favor of Lender (except only with respect to property taxes that have
priority as a matter of applicable state law); (e) if the Indebtedness results
from the entry, rendition or issuance against a Borrower or any of its assets of
a judgment, writ, order or decree, such judgment, writ, order or decree is
stayed or bonded pending a timely appeal or other judicial review; and (f) if
such contest is abandoned, settled or determined adversely to such Borrower,
such Borrower forthwith pays such Indebtedness and all penalties and interest in
connection therewith.


<PAGE>


     "Property": any interest in any kind of property or asset, whether real,
personal or mixed, or tangible or tangible.

     "Proposed Sales": mean, individually and/or collectively, as the context
may require, the Alcore Sale and the Specialty Vehicle Sale.

     "PurchaseMoney Indebtedness": means and includes (a) Indebtedness (other
than the Liabilities) for the payment of all or any part of the purchase price
of any fixed assets, (b) any Indebtedness (other than the Liabilities) incurred
at the time of or within ten (10) days prior to or after the acquisition of any
fixed assets for the purpose of financing all or any part of the purchase price
thereof, and (c) any renewals, extensions or refinancings thereof, but not any
increases in the principal amounts thereof outstanding at the time.

     "PurchaseMoney Lien": a Lien upon fixed assets which secures Purchase Money
Indebtedness, but only if such Lien shall at all times be confined solely to the
fixed assets the purchase price of which was financed through the incurrence of
the Purchase Money Indebtedness secured by such Lien.

     "Receivables Collateral": That portion of the Collateral which consists of
Accounts, Accounts Receivable, General Intangibles, Chattel Paper, Instruments,
Documents of Title, Documents, Investment Property, Payment Rights,
Letter-of-Credit Rights, bankers' acceptances, and all other rights to payment.

     "Rentals": as defined in Section 4-10.

<PAGE>


     "Requirements of Law": As to any Person:

          (a) Applicable Law.

          (b) That Person's organizational documents.

          (c) That Person's by-laws and/or other instruments which deal with
     corporate or similar governance, as applicable.

     "Restricted Investment": any investment made in cash or by delivery of
Property to any Person, whether by acquisition of stock, Indebtedness or other
obligation or Security, or by loan, advance or capital contribution, or
otherwise, or in any Property except the following:

          (a) investments in one or more Subsidiaries of Borrower to the extent
     existing on the Closing Date;

          (b) Property to be used in the ordinary course of business;

          (c) Current Assets arising from the sale of goods and services in the
     ordinary course of business of Borrower and its Subsidiaries;


          (d) investments in direct obligations of the United States of America,
     or any agency thereof or obligations guaranteed by the United States of
     America, provided that such obligations mature within one year from the
     date of acquisition thereof;

          (e) investments in certificates of deposit maturing within one year
     from the date of acquisition issued by a bank or trust company organized
     under the laws of the United States or any state thereof having capital
     surplus and undivided profits aggregating at least $100,000,000; and

          (f) investments in commercial paper given the highest rating by a
     national credit rating agency and maturing not more than 270 days from the
     date of creation thereof.

     "Senior Indebtedness": means all Indebtedness of Borrower.


<PAGE>


     "Specialty Vehicle Sale": means Borrower's proposed sale of its assets
owned in respect of its Specialty Vehicle Electronics/Intellitech division.

     "Subsidiary": any corporation of which a Person owns, directly or
indirectly through one or more intermediaries, more than fifty percent (50%) of
the Voting Stock at the time of determination.

     "Supporting Obligation": Has the meaning given that term in UCC 9'99 and
also refers to a Letter-of-Credit Right or secondary obligation which supports
the payment or performance of an Account, Chattel Paper, a Document, a General
Intangible, an Instrument, or Investment Property.

     "Term Loan": Defined in Section 2:2-1.

     "Term Loan A Loans": The Term Notes and the Equipment Notes, as defined in
the Tranche A Loan Agreement.

     "Term Loan Interest Payment Date": Defined in Section 0.

     "Term Loan Interest Rate": Defined in Section 0.

     "Term Loan Early Termination Fee": Defined in Section ?.

     "Term Note": Defined in Section 0.

     "Termination Date": The earliest of (a) the Maturity Date; or (b) the
occurrence of any event described in Section 0, below; or (c) the Lender's
notice to the Lead Borrower setting the Termination Date on account of the
occurrence of any Event of Default other than as described in Section 0, below;
or (d) that date, sixty (60) days irrevocable written notice of which is
provided by the Lead Borrower to the Lender.


<PAGE>


     "Tranche A Agent": Fleet Capital Corporation, a Rhode Island corporation
with an office at 5950 Sherry Lane, Suite 300, Dallas, Texas 75225

     "Tranche A Loan Agreement": That certain Second Amended and Restated Loan
and Security Agreement dated October 10, 2000 by and among the Borrowers, the
Tranche A Agent and the Lenders party thereto, as amended and in effect from
time to time.

     "UCC": The Uniform Commercial Code as in effect from time to time in
Massachusetts.

     "UCC9'99": The Uniform Commercial Code, Article 9, 1999 Official Text,
except that following the effectiveness, in Massachusetts, of the revision of
Article 9 of the Uniform Commercial Code contemplated by UCC9'99 (with such
nonuniform variations as may be adopted as part of the enactment of that
revision), each reference to "UCC9'99" shall be to the UCC.

- - The Term Loan:

- -Commitment To Make Term Loan.

Subject to satisfaction of the Conditions Precedent (Article 0) by on or prior
to the date of this Agreement, the Borrowers shall borrow from the Lender and
the Lender shall lend to the Borrowers the sum of $7,000,000.00 (the "Term
Loan"), repayable with interest as provided herein. The proceeds of the Term
Loan shall be used solely for general working capital purposes.

- -The Term Note. The obligation to repay the Term Loan, with interest as provided
herein, shall be evidenced by a Note (the "Term Note") in the form of EXHIBIT 0,
annexed hereto, executed by the Borrowers. Neither the original nor a copy of
the Term Note shall be required, however, to establish or prove any Liability.
In the event that the Term Note is ever lost, mutilated, or destroyed, the
Borrowers shall execute a replacement thereof and deliver such replacement to
the Lender.

<PAGE>


- -Payment of Principal of the Term Loan.

Except as provided in Sections ?, the Borrowers may not repay all or any portion
of the principal balance of the Term Loan prior to the Termination Date. No
prepayments shall be made towards the unpaid principal balance of the Term Loan
prior to twelve (12) months from the date of this Agreement. Thereafter, if,
other than as provided in Subsection (c), below, the Liabilities are accelerated
as a result of the occurrence of an Event of Default, or the Borrower prepays
the Term Loan at any time, in whole or in part, the Borrower shall pay to the
Lender an "Term Loan Early Termination Fee" equal to two (2%) percent of any
amount prepaid. Any prepayments shall be in minimum increments of $2,000,000.00,
except that no Term Loan Early Termination Fee shall be due and payable on
account of a prepayment in accordance with the mandatory prepayment provisions
included in Section 2:2-3(c) below. In addition to regularly scheduled principal
payments, upon payment in full of the Term Loan A Loans, the Borrowers, at the
Lender's option and request, shall prepay the Term Loan in an amount up to forty
percent (40%) of the amount of Excess Cash Flow with respect to each fiscal year
of Borrower during the term hereof, commencing with the fiscal year ending
December 31, 2001, with such payment being made, with respect to any fiscal
year, within two (2) Business Days following the earlier to occur of (a) the due
date of delivery by Borrower to the Lender of its annual audited financial
statements as required by Section 5-6 hereof, or (b) the Lender's receipt of
such financial statements and the compliance certificate related thereto.
Amounts prepaid thereunder shall be applied ratably in inverse order of
maturity. The Borrowers shall repay the then entire unpaid balance of the Term
Loan and all accrued and unpaid interest thereon on the Termination Date.

- -Interest On The Term Loan.

     Subject to Section 0, the unpaid principal balance of the Term Loan shall
bear interest, until repaid, at the fixed rate of 15% per annum (the "Term Loan
Interest Rate"), payable as follows: Accrued interest on the unpaid principal
balance of the Term Loan equal to twelve and one-half percent (12.5%) per annum
("Current Pay Interest") shall be payable monthly in arrears, on the first
Business Day of each month (the "Term Loan Interest Payment Date"), and on the
Maturity Date.

     Subject to Section 2-4(b), accrued interest on the unpaid principal balance
of the Term Loan in excess of Current Pay Interest (which excess is referred to
herein as "PIK Interest") shall be payable as follows:

     The Borrowers shall have the option, exercisable by irrevocable written
notice by the Lead Borrower to the Lender made at least three (3) Business Days
prior to relevant Term Loan Interest Payment Date, to pay all or any part of
such PIK Interest by adding the same to the principal balance of the Term Note
on that Term Loan Interest Payment Date. At the Lender's option and request, the
Borrowers shall execute notes from time to time in form acceptable to the Lender
to evidence such addition of accrued interest to the principal balance of the
Term Note. PIK Interest as to which the option provided in Section 0 is not
exercised shall be paid on the then next Term Loan Interest Payment Date.

     At the direction of the Lender, following the occurrence of any Event of
Default (and whether or not Acceleration has taken place), the option provided
in Section 0 shall terminate and accrued interest to which such option otherwise
could have been exercised shall be paid on each Term Loan Interest Payment Date.

Following the occurrence of any Event of Default (and whether or not
Acceleration has taken place), at the direction of the Lender, interest shall
accrue and shall be payable on the unpaid principal balance of the Term Loan on
demand, at the aggregate of the Term Loan Interest Rate plus three percent (3%)
per annum (the "Default Rate").

<PAGE>


- -Fees.            Payable as provided in the Fee Letter.

- -Lender's Discretion.

Each reference in the Loan Documents to the exercise of discretion or the like
by the Lender shall be to the Lender's exercise of its judgment, in good faith
(which shall be presumed), based upon the Lender's consideration of any such
factors as the Lender, taking into account information of which that Person then
has actual knowledge, believes:

     Will or reasonably could be expected to affect the value of the Collateral,
     the enforceability of the Lender's Collateral Interests therein, or the
     amount which the Lender would likely realize therefrom (taking into account
     delays which may possibly be encountered in the Lender's realizing upon the
     Collateral and likely Costs of Collection). Indicates that any report or
     financial information delivered to the Lender by or on behalf of any
     Borrower is incomplete, inaccurate, or misleading in any material manner or
     was not prepared in accordance with the requirements of this Agreement.
     Suggests an increase in the likelihood that any Borrower will become the
     subject of a bankruptcy or insolvency proceeding. Suggests that any
     Borrower is In Default.

     The burden of establishing the failure of the Lender to have acted in a
     reasonable manner in the Lender's exercise of such discretion shall be the
     Borrowers' and may be made only by clear and convincing evidence.

<PAGE>


- -Joint and Several Liability of the Borrowers.

Notwithstanding anything in this Agreement or any other Loan Document to the
contrary, each of the Borrowers hereby accepts joint and several liability
hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Lender under this Agreement and the other
Loan Documents, for the mutual benefit, directly and indirectly, of each of the
Borrowers and in consideration of the undertakings of the other Borrower to
accept joint and several liability for the Loan and the other Liabilities
hereunder. Each of the Borrowers, jointly and severally, hereby irrevocably and
unconditionally accepts, not merely as a surety but also as a co-debtor, joint
and several liability with the other Borrower, with respect to the payment and
performance of all of the Liabilities (including, without limitation, any
Liabilities arising under this Section 2-7), it being the intention of the
parties hereto that all the Liabilities shall be the joint and several
obligations of each of the Borrowers without preferences or distinction among
them. If and to the extent that any of the Borrowers shall fail to make any
payment with respect to any of the Liabilities as and when due or to perform any
of the Liabilities in accordance with the terms thereof, then in each such event
the other Borrowers will make such payment with respect to, or perform, such
Liability. Subject to the terms and conditions hereof, the Liabilities of each
of the Borrowers under the provisions of this Section 2-7 constitute the
absolute and unconditional, full recourse Liabilities of each of the Borrowers
enforceable against each such Person to the full extent of its properties and
assets, irrespective of the validity, regularity or enforceability of this
Agreement, the other Loan Documents or any other circumstances whatsoever. The
provisions of this Section 2-7 are made for the benefit of the Lender and its
successors and assigns, and may be enforced by them from time to time against
any or all of the Borrowers as often as occasion therefor may arise and without
requirement on the part of the Lender or such successors or assigns first to
marshall any of its or their claims or to exercise any of its or their rights
against any other Borrower or to exhaust any remedies available to it or them
against any other Borrower or to resort to any other source or means of
obtaining payment of any of the Liabilities hereunder or to elect any other
remedy. The provisions of this Section 2-7 shall remain in effect until all of
the Liabilities shall have been paid in full or otherwise fully satisfied. Each
of the Borrowers hereby agrees that it will not enforce any of its rights of
contribution or subrogation against the other Borrower with respect to any
liability incurred by it hereunder or under any of the other Loan Documents, any
payments made by it to the Lender with respect to any of the Liabilities or any
Collateral until such time as all of the Liabilities have been paid in full in
cash. Any claim which any Borrower may have against the other Borrower with
respect to any payments to the Lender hereunder or under any other Loan
Documents are hereby expressly made subordinate and junior in right of payment,
without limitation as to any increases in the Liabilities arising hereunder or
thereunder, to the prior payment in full in cash of the Liabilities and, in the
event of any insolvency, bankruptcy, receivership, liquidation, reorganization
or other similar proceeding under the laws of any jurisdiction relating to any
Borrower, its debts or its assets, whether voluntary or involuntary, all such
Liabilities shall be paid in full in cash before any payment or distribution of
any character, whether in cash, securities or other property, shall be made to
the other Borrower therefor.

<PAGE>

- -
         Designation of Lead Borrower as Borrowers' Agent.

     Each Borrower hereby designates the Lead Borrower as that Borrower's agent
to obtain the Loan hereunder, the proceeds of which shall be available to each
Borrower for those uses as those set forth in Section 2-1(b). As the disclosed
principal for its agent, each Borrower shall be obligated to the Lender on
account of the Loan so made hereunder as if made directly by the Lenders to that
Borrower, notwithstanding the manner by which the Loan is recorded on the books
and records of the Lead Borrower and of any Borrower. Each Borrower recognizes
that credit available to it hereunder is in excess of and on better terms than
it otherwise could obtain on and for its own account and that one of the reasons
therefor is its joining in the credit facility contemplated herein with all
other Borrowers. Consequently, each Borrower hereby assumes and agrees to
discharge all Liabilities of all other Borrowers as if the Borrower so assuming
were each other Borrower. The Lead Borrower shall act as a conduit for each
Borrower (including itself, as a "Borrower") on whose behalf the Lead Borrower
has requested the Loan. The proceeds of the Loan shall be deposited into an
account as designated by the Lead Borrower. The Lead Borrower shall cause the
transfer of the proceeds thereof to the (those) Borrower(s) on whose behalf the
Loan was obtained. The Lender shall not have any obligation to see to the
application of such proceeds.

- - Conditions Precedent:

     As a condition to the effectiveness of this Agreement and the making of the
Term Loan, each of the documents respectively described in Sections 0 through
and including 0, (each in form and substance satisfactory to the Lender) shall
have been delivered to the Lender, and the conditions respectively described in
Sections 0 through and including 0, shall have been satisfied:

- -Corporate Due Diligence.

Certificates of corporate good standing for each Borrower, respectively issued
by the Secretary of State for the state in which that Borrower is incorporated.
Certificates of due qualification, in good standing, issued by the
Secretary(ies) of State of each State in which the nature a Borrower's business
conducted or assets owned could require such qualification.

Certificates of each Borrower's Secretaries of the due adoption, continued
effectiveness, and setting forth the texts of, each corporate resolution adopted
in connection with the establishment of the loan arrangement contemplated by the
Loan Documents and attesting to the true signatures of each Person authorized as
a signatory to any of the Loan Documents.

- -Opinion. An opinion of counsel to the Borrowers in form and substance
satisfactory to the Lender.


<PAGE>


- -Additional Documents. Such additional instruments and documents as the Lender
or its counsel reasonably may require or request including, without limitation,
the following:

Term Note
Stock Pledge Agreement
ATP Trademark Security Agreement
ATP Patent Security Agreement
Alcore Trademark Security Agreement
Intercreditor Agreement
Deeds of Trust/Mortgages
          Marion, Virginia
         Lincoln, Nebraska
         DeLand, Florida
Collateral Assignments of Lease and Mortgage
          Marion, Virginia
          Lincoln, Nebraska
         DeLand, Florida

- -Officers' Certificates. Certificates executed by the President and the Chief
Financial Officer of the Lead Borrower and stating that the representations and
warranties made by the Borrowers to the Lender in the Loan Documents are true
and complete as of the date of such Certificate, and that no event has occurred
which is or which, solely with the giving of notice or passage of time (or both)
would be an Event of Default.

- -Representations and Warranties. Each of the representations made by or on
behalf of each Borrower in this Agreement or in any of the other Loan Documents
or in any other report, statement, document, or paper provided by or on behalf
of each Borrower shall be true and complete as of the date as of which such
representation or warranty was made.

- -All Fees and Expenses Paid. All fees due at funding under the Term Loan and all
costs and expenses incurred by the Lender in connection with the establishment
of the credit facility contemplated hereby (including the fees and expenses of
counsel to the Lender) shall have been paid in full. Such fees, expenses and
costs may be netted out of the funding of the Term Loan.

- -No Borrower In Default.   No Borrower is In Default.

<PAGE>


- -No Adverse Change. No event shall have occurred or failed to occur, which
occurrence or failure is or could have a materially adverse effect upon any
Borrower's financial condition when compared with such financial condition at
July 31, 2000.

- -Minimum Day One Availability. Availability (as defined in the Tranche A Loan
Agreement), after giving effect to the funding of the Term Loan, less all then
held checks (if any); accounts payable which are beyond credit terms then
accorded the Borrower; overdrafts; any past due accounts payable, or accounts
payable not within terms as permitted in the ordinary course, shall be equal to
or greater than $3,000,000.00.

No document shall be deemed delivered to the Lender until received and accepted
by the Lender at its offices in Boston, Massachusetts. Under no circumstances
shall this Agreement take effect until executed and accepted by the Lender at
said offices.

- - General Representations, Covenants and Warranties:

     To induce the Lender to make the Term Loan, the Borrowers, in addition to
all other representations, warranties, and covenants made by any Borrower in any
other Loan Document, make those representations, warranties, and covenants
included in this Agreement.

- -Payment and Performance of Liabilities. The Borrowers shall pay each payment
Liability when due (or when demanded, if payable on demand) and shall promptly,
punctually, and faithfully perform each other Liability.


<PAGE>

- -Due Organization. Authorization. No Conflicts.

Each Borrower presently is and hereafter shall remain in good standing as a
corporation under the laws of the State in which it is organized, as set forth
in the Preamble to this Agreement and is and shall hereafter remain duly
qualified and in good standing in every other State in which, by reason of the
nature or location of each Borrower's assets or operation of each Borrower's
business, such qualification may be necessary, except where the failure to so
qualify would have no more than a de minimis adverse effect on the business or a
assets of any Borrower. Each Borrower's respective organizational identification
number assigned to it by the State of its incorporation and its respective
federal employer identification number is as follows:

          Borrower                                    Federal Tax Id. No.
          --------                                    -------------------
          Advanced Technical Products, Inc.  -        11-1581582
          Alcore, Inc.                                -        52-1762126
          Technical Products Group, Inc.     -        76-0467373
          Marion Properties, Inc.            -        76-0467375
          DeLand Properties, Inc.            -        76-0467374
          Lincoln Properties, Inc.           -        76-0467376

No Borrower shall not change its State of organization; any organizational
identification number assigned to that Borrower by that State; or that
Borrower's federal taxpayer identification number. Each Affiliate is listed on
EXHIBIT 0, annexed hereto. The Lead Borrower shall provide the Lender with prior
written notice of any entity's becoming or ceasing to be an Affiliate. Each
Borrower has all requisite power and authority to execute and deliver all Loan
Documents to which that Borrower is a party and has and will hereafter retain
all requisite power to perform all Liabilities.

The execution and delivery by each Borrower of each Loan Document to which it is
a party; each Borrower's consummation of the transactions contemplated by such
Loan Documents (including, without limitation, the creation of Collateral
Interests by that Borrower to secure the Liabilities); each Borrower's
performance under those of the Loan Documents to which it is a party; the
borrowings hereunder; and the use of the proceeds thereof:

     Have been duly authorized by all necessary action. Do not, and will not,
     contravene in any material respect any provision of any Requirement of Law
     or obligation of that Borrower. Will not result in the creation or
     imposition of, or the obligation to create or impose, any Encumbrance upon
     any assets of that Borrower pursuant to any Requirement of Law or
     obligation, except pursuant to the Loan Documents.

The Loan Documents have been duly executed and delivered by each Borrower and
are the legal, valid and binding obligations of each Borrower, enforceable
against each Borrower in accordance with their respective terms, except to the
extent that such enforcement may be limited by applicable bankruptcy, insolvency
or similar laws affecting creditors' rights generally or by principles of equity
pertaining to the availability of equitable remedies.


<PAGE>


- -Trade Names.

EXHIBIT 0, annexed hereto, is a listing of:


     All names under which any Borrower ever conducted its business.

     All Persons with whom any Borrower ever consolidated or merged, or from
     whom any Borrower ever acquired in a single transaction or in a series of
     related transactions substantially all of such Person's assets.

The Lead Borrower will provide the Lender with not less than twenty-one (21)
days prior written notice (with reasonable particularity) of any change to any
Borrower's name from that under which that Borrower is conducting its business
at the execution of this Agreement and will not effect such change unless each
Borrower is then in compliance with all provisions of this Agreement.

- -Infrastructure.

Each Borrower has and will maintain a sufficient infrastructure to conduct its
business as presently conducted and as contemplated to be conducted following
its execution of this Agreement. Each Borrower owns and possesses, or has the
right to use (and will hereafter own, possess, or have such right to use) all
patents, industrial designs, trademarks, trade names, trade styles, brand names,
service marks, logos, copyrights, trade secrets, know-how, confidential
information, and other intellectual or proprietary property of any third Person
necessary for that Borrower's conduct of that Borrower's business.


The conduct by each Borrower of that Borrower's business does not presently
infringe (nor will any Borrower conduct its business in the future so as to
infringe) the patents, industrial designs, trademarks, trade names, trade
styles, brand names, service marks, logos, copyrights, trade secrets, know-how,
confidential information, or other intellectual or proprietary property of any
third Person.

- -Locations.

The Collateral, and the books, records, and papers of Borrowers' pertaining
thereto, are kept and maintained solely at the following locations:

     The Lead Borrower's chief executive offices which are at 200 Mansell Ct.
     East, Suite 505, Roswell, Georgia.

     Those locations which are listed on EXHIBIT 0, annexed hereto, which
     EXHIBIT includes, with respect to each such location, the name and address
     of the landlord on the Lease which covers such location (or an indication
     that a Borrower owns the subject location) and of all service bureaus with
     which any such records are maintained and the names and addresses of each
     of then Borrowers' landlords.

     2. No Borrower shall remove any of the Collateral from said chief executive
office or those locations listed on EXHIBIT 0 except for the following purposes:
To accomplish sales in the ordinary course of business. To utilize such of the
Collateral as is removed from such locations in the ordinary course of business
(such as motor vehicles).

 No Borrower will:

     Execute, alter, modify, or amend any Lease, except for any lease
     terminations in connection with the Alcore Sale or the Specialty Vehicle
     Sale. Commit to, or open or close any location at which any Borrower
     maintains manufacturing or sales facilities.

Except as otherwise disclosed pursuant to, or permitted by, this Section 0, no
tangible personal property of any Borrower is in the care or custody of any
third party or stored or entrusted with a bailee or other third party and none
shall hereafter be placed under such care, custody, storage, or entrustment.

- -Title to Assets.

The Borrowers are, and shall hereafter remain, the owners of the Collateral free
and clear of all Encumbrances with the exceptions of the following (the
"Permitted Encumbrances"): Encumbrances in favor of the Lender.

     Encumbrances granted pursuant to the Tranche A Loan Agreement. Those
     Encumbrances (if any) listed on EXHIBIT 0, annexed hereto. Liens for taxes
     (excluding any Lien imposed pursuant to any of the provisions of ERISA) not
     yet due or being Properly Contested; Liens arising in the ordinary course
     of its business by operation of law or regulation, but only if (i) payment
     in respect of any such Lien is not at the time required or (ii) the
     Indebtedness secured by such Lien is being Properly Contested and such Lien
     does not materially detract from the value of its Property or materially
     impair the use thereof in the operation of its business; Purchase Money
     Liens securing Permitted Purchase Money Indebtedness; Rights of lessors
     under Capital Leases; Rights of the United States of America or any
     department, agency or instrumentality thereof pursuant to the "Government
     Property Clause" and "Progress Payment Clause", if any, in any contract
     with the Borrowers; and such other Liens as the Lender may hereafter
     approve in writing.

No Borrower has, and none shall have, possession of any property on consignment
to that Borrower.

<PAGE>


- -Indebtedness. The Borrowers do not and shall not hereafter have any
Indebtedness with the exceptions of:


Any Indebtedness on account of the Term Loan. The Indebtedness incurred pursuant
to the Tranche A Loan Agreement. The Indebtedness (if any) listed on EXHIBIT 0,
annexed hereto. Accounts payable to trade creditors and current operating
expenses (other than for Money Borrowed) which are not aged more than 45 days
from the due date, in each case incurred in the ordinary course of business and
paid within such time period, unless the same are being Properly Contested.
Obligations to pay Rentals permitted by Section 4-10. Permitted Purchase Money
Indebtedness. Contingent liabilities arising out of endorsements of checks and
other negotiable instruments for deposit or collection in the ordinary course of
business. Indebtedness not included in paragraphs (a) through (g) above, which,
as to Borrower, does not exceed at any time, in the aggregate, the sum of
$500,000.

- -Insurance.

EXHIBIT 0, annexed hereto, is a schedule of all insurance policies owned by the
Borrowers or under which any Borrower is the named insured. Each of such
policies is in full force and effect. Neither the issuer of any such policy nor
any Borrower is in default or violation of any such policy. The Borrowers shall
have and maintain at all times insurance covering such risks, in such amounts,
containing such terms, in such form, for such periods, and written by such
companies as may be satisfactory to the Lender. All insurance carried by the
Borrowers shall provide for a minimum of thirty (30) days' written notice of
cancellation to the Lender and all such insurance which covers the Collateral
shall include an endorsement in favor of the Lender, which endorsement shall
provide that the insurance, to the extent of the Lender's interest therein,
shall not be impaired or invalidated, in whole or in part, by reason of any act
or neglect of any Borrower or by the failure of any Borrower to comply with any
warranty or condition of the policy. The coverage reflected on EXHIBIT 0
presently satisfies the foregoing requirements, it being recognized by each
Borrower, however, that such requirements may change hereafter to reflect
changing circumstances.

The Lead Borrower shall furnish the Lender from time to time with certificates
or other evidence satisfactory to the Lender regarding compliance by the
Borrowers with the foregoing requirements. In the event of the failure by the
Borrowers to maintain insurance as required herein, the Lender, at its option,
may obtain such insurance, provided, however, the Lender's obtaining of such
insurance shall not constitute a cure or waiver of any Event of Default
occasioned by the Borrowers' failure to have maintained such insurance.

- -Licenses. Each license, distributorship, franchise, and similar agreement
issued to, or to which any Borrower is a party is in full force and effect. No
party to any such license or agreement is in default or violation thereof. No
Borrower has received any notice or threat of cancellation of any such license
or agreement.

<PAGE>


- -Leases. EXHIBIT 0, annexed hereto, is a schedule of all presently effective
Capital Leases. (Exhibit 0 includes a list of all other presently effective
Leases). Each of such Leases and Capital Leases is in full force and effect. No
party to any such Lease or Capital Lease is in default or violation of any such
Lease or Capital Lease. No Borrower has received any notice or threat of
cancellation of any such Lease or Capital Lease. Each Borrower hereby authorizes
the Lender at any time and from time to time to contact any of the Borrowers'
respective landlords in order to confirm the Borrowers' continued compliance
with the terms and conditions of the Lease(s) between the subject Borrower and
that landlord and to discuss such issues, concerning the subject Borrower's
occupancy under such Lease(s), as the Lender may determine. The Borrower shall
not become, or permit any of its Subsidiaries to become, a lessee under any
operating lease (other than a lease under which Borrower or any of its
Subsidiaries is lessor) of Property if the aggregate Rentals payable during any
current or future period of twelve (12) consecutive months under the lease in
question and all other leases under which Borrower or any of its Subsidiaries is
then lessee would exceed $2,000,000. The term "Rentals" means, as of the date of
determination, all payments which the lessee is required to make by the terms of
any lease.

- -Requirements of Law. Each Borrower is in compliance with, and shall hereafter
comply with and use its assets in compliance with, all Requirements of Law
except where the failure of such compliance will not have more than a de minimis
adverse effect on the Borrowers' business or assets. No Borrower has received
any notice of any violation of any Requirement of Law (other than of a violation
which has no more than a de minimis adverse effect on the Borrowers' business or
assets), which violation has not been cured or otherwise remedied.

<PAGE>


- -Labor Relations.

Except as described on EXHIBIT 4:4-12, annexed hereto, no Borrower has been, and
none is presently a party to any collective bargaining or other labor contract.
There is not presently pending and, to any Borrower's knowledge, there is not
threatened any of the following:

     Any strike, slowdown, picketing, work stoppage, or employee grievance
     process. Any proceeding against or affecting any Borrower relating to the
     alleged violation of any Applicable Law pertaining to labor relations or
     before National Labor Relations Board, the Equal Employment Opportunity
     Commission, or any comparable governmental body, organizational activity,
     or other labor or employment dispute against or affecting any Borrower,
     which, if determined adversely to that Borrower could have more than a de
     minimis adverse effect on that Borrower. Any lockout of any employees by
     any Borrower (and no such action is contemplated by any Borrower). Any
     application for the certification of a collective bargaining agent.

No event has occurred or circumstance exists which could provide the basis for
any work stoppage or other labor dispute. Each Borrower:

     Has complied in all material respects with all Applicable Law relating to
     employment, equal employment opportunity, nondiscrimination, immigration,
     wages, hours, benefits, collective bargaining, the payment of social
     security and similar taxes, occupational safety and health, and plant
     closing. Is not liable for the payment of more than a de minimius amount of
     compensation, damages, taxes, fines, penalties, or other amounts, however
     designated, for that Borrower's failure to comply with any Applicable Law
     referenced in Section 0.

- -Maintain Properties. The Borrowers shall:

Keep the Collateral in good order and repair (ordinary reasonable wear and tear
and insured casualty excepted). Not suffer or cause the waste or destruction of
any material part of the Collateral. Not use any of the Collateral in violation
of any policy of insurance thereon. Not sell, lease, or otherwise dispose of any
of the Collateral, other than the following:

     The sale of products and services in compliance with this Agreement. The
     disposal of Equipment which is obsolete, worn out, or damaged beyond
     repair, which Equipment is replaced to the extent necessary to preserve or
     improve the operating efficiency of any Borrower.

     Dispositions in connection with the Alcore Sale (provided, however, that
     prior to the consummation of the Alcore Sale, Lender shall have been
     provided with definitive documentation related to the Alcore Sale, such
     documentation and the terms thereof, (including, without limitation, the
     purchase/sales price) shall be satisfactory to Lender in its sole
     discretion), and a minimum of $1,300,000.00 from the proceeds of the Alcore
     Sale shall be applied in permanent reduction of the Term Loan A Loans, and
     the balance of such proceeds shall be applied to the Revolving Credit Loans
     (as defined in the Tranche A Loan Agreement), which shall be in amount
     necessary to maintain sufficient Availability (as defined in the Tranche A
     Loan Agreement), after giving effect to the Alcore Sale.


<PAGE>


     Dispositions in connection with the Specialty Vehicle Sale (provided,
     however, that prior to the consummation of the Specialty Vehicle Sale,
     Lender shall have been provided with definitive documentation related to
     the Specialty Vehicle Sale, such documentation and the terms thereof
     (including, without limitation, the purchase/sales price) shall be
     satisfactory to Lender in its sole discretion), and a minimum of
     $2,000,000.00 from the proceeds of the Specialty Vehicle Sale shall be
     applied in permanent reduction of the Term Loan A Loans, and the balance of
     such proceeds shall be applied to the Revolving Credit Loans (as defined in
     the Tranche A Loan Agreement), which shall be in amount necessary to
     maintain sufficient Availability (as defined in the Tranche A Loan
     Agreement), after giving effect to the Specialty Vehicle Sale.

- -Taxes.

With respect to the Borrowers' federal, state, and local tax liability and
obligations:

     The Lead Borrower, in compliance with all Applicable Law, has properly
     filed all returns due to be filed up to the date of this Agreement. Except
     as described on EXHIBIT 0:

At no time has any Borrower received from any taxing authority any request to
perform any examination of or with respect to any Borrower nor any other written
or verbal notice in any way relating to any claimed failure by any Borrower to
comply with all Applicable Law concerning payment of any taxes or other amounts
in the nature of taxes.

No agreement is extant which waives or extends any statute of limitations
applicable to the right of any taxing authority to assert a deficiency or make
any other claim for or in respect to federal income taxes. No issue has been
raised in any tax examination of any Borrower which, by application of similar
principles, reasonably could be expected to result in the assertion of a
deficiency for any fiscal year open for examination, assessment, or claim by any
taxing authority. The Borrowers have, and hereafter shall: pay, as they become
due and payable, all taxes and unemployment contributions and other charges of
any kind or nature levied, assessed or claimed against any Borrower or the
Collateral by any person or entity whose claim could result in an Encumbrance
upon any asset of any Borrower or by any governmental authority; properly
exercise any trust responsibilities imposed upon any Borrower by reason of
withholding from employees' pay or by reason of any Borrower's receipt of sales
tax or other funds for the account of any third party; timely make all
contributions and other payments as may be required pursuant to any Employee
Benefit Plan now or hereafter established by any Borrower; and timely file all
tax and other returns and other reports with each governmental authority to whom
any Borrower is obligated to so file.

- -No Margin Stock. No Borrower is engaged in the business of extending credit for
the purpose of purchasing or carrying any margin stock (within the meaning of
Regulations U, T, and X of the Board of Governors of the Federal Reserve System
of the United States). No part of the proceeds of any borrowing hereunder will
be used at any time to purchase or carry any such margin stock or to extend
credit to others for the purpose of purchasing or carrying any such margin
stock.

<PAGE>


- -ERISA.

Neither any Borrower nor any ERISA Affiliate has ever:

     Violated or failed to be in full compliance with any Borrower's Employee
     Benefit Plan. Failed timely to file all reports and filings required by
     ERISA to be filed by any Borrower. Engaged in any nonexempt "prohibited
     transactions" or "reportable events" (respectively as described in ERISA).
     Engaged in, or committed, any act such that a tax or penalty reasonably
     could be imposed upon any Borrower on account thereof pursuant to ERISA.
     Accumulate any material cumulative funding deficiency within the meaning of
     ERISA. Terminated any Employee Benefit Plan such that a lien could be
     asserted against any assets of any Borrower on account thereof pursuant to
     ERISA. Except as described on EXHIBIT 4:4-16(vii), annexed hereto, been a
     member of, contributed to, or have any obligation under any Employee
     Benefit Plan which is a multiemployer plan within the meaning of Section
     4001(a) of ERISA.

Neither any Borrower nor any ERISA Affiliate shall ever engage in any action of
the type described in Section 0.

- -Hazardous Materials.

Except as described in EXHIBIT 4:4-17, no Borrower has ever: (i) been legally
responsible for any release or threat of release of any Hazardous Material or
(ii) received notification of the incurrence of any expense in connection with
the assessment, containment, or removal of any Hazardous Material for which that
Borrower would be responsible. Each Borrower shall: (i) dispose of any Hazardous
Material only in compliance with all Environmental Laws and (ii) have possession
of any Hazardous Material only in the ordinary course of that Borrower's
business and in compliance with all Environmental Laws.

- -Litigation. Except as described in EXHIBIT 0, annexed hereto, there is not
presently pending or threatened by or against any Borrower any suit, action,
proceeding, or investigation which, if determined adversely to any Borrower,
would have more than a de minimis adverse effect upon a Borrower's financial
condition or ability to conduct its business as such business is presently
conducted or is contemplated to be conducted in the foreseeable future.


<PAGE>


- -Dividends. Investments. Corporate Action. No Borrower shall:

Pay any cash dividend or make any other distribution in respect of any class of
that Borrower's capital stock, provided, however, that so long as no Event of
Default then exists or would arise therefrom, any Borrower (other than ATP) may
(a) pay dividends on its common stock for the purpose of permitting ATP to pay
dividends on its preferred stock (provided, however, that the aggregate amount
of all such dividends paid by all such Borrowers during any calendar year shall
not exceed $80,000), and (b) pay cash taxes imposed or levied upon ATP, as and
when due.

Own, redeem, retire, purchase, or acquire any of any Borrower's capital stock.
Invest in or purchase any stock or securities or rights to purchase any such
stock or securities, of any Person. Merge or consolidate or be merged or
consolidated with or into any other corporation or other entity. Consolidate any
of that Borrower's operations with those of any other Person other than of
another Borrower. Organize or create any Affiliate.

Subordinate any debts or obligations owed to that Borrower by any third party to
any other debts owed by such third party to any other Person. Acquire any assets
other than in the ordinary course and conduct of that Borrower's business as
conducted at the execution of this Agreement.

- -Loans. No Borrower shall make any loans or advances to, nor acquire the
Indebtedness of, any Person, provided, however, the foregoing does not prohibit
any of the following: Advance payments made to that Borrower's suppliers in the
ordinary course. Advances to that Borrower's officers, employees, and
salespersons with respect to reasonable expenses to be incurred by such
officers, employees, and salespersons for the benefit of that Borrower, which
expenses are properly substantiated by the person seeking such advance and
properly reimbursable by that Borrower.

- -Protection of Assets. The Lender, in the Lender's discretion, and from time to
time, may discharge any tax or Encumbrance on any of the Collateral, or take any
other action which the Lender may deem necessary or desirable to repair, insure,
maintain, preserve, collect, or realize upon any of the Collateral. The Lender
shall not have any obligation to undertake any of the foregoing and shall have
no liability on account of any action so undertaken except where there is a
specific finding in a judicial proceeding (in which the Lender has had an
opportunity to be heard), from which finding no further appeal is available,
that the Lender had acted in actual bad faith or in a grossly negligent manner.
The Borrowers shall pay to the Lender, on demand, all amounts paid or incurred
by the Lender pursuant to this section 0.

- -Line of Business. No Borrower shall engage in any business other than the
business in which it is currently engaged or a business reasonably related
thereto.


<PAGE>


- -Affiliate Transactions. No Borrower shall make any payment, nor give any value
to any Affiliate except for goods and services actually purchased by that
Borrower from, or sold by that Borrower to, such Affiliate for a price and on
terms which shall be competitive and fully deductible as an "ordinary and
necessary business expense" and/or fully depreciable under the Internal Revenue
Code of 1986 and the Treasury Regulations, each as amended; and be no less
favorable to that Borrower than those which would have been charged and imposed
in an arms length transaction.

- -Further Assurances.

No Borrower is the owner of, nor has it any interest in, any property or asset
which, immediately upon the satisfaction of the conditions precedent to the
effectiveness of the credit facility contemplated hereby (Article 0) will not be
subject to a perfected Collateral Interest in favor of the Lender (subject only
to Permitted Encumbrances) to secure the Liabilities. No Borrower will hereafter
acquire any asset or any interest in property which is not, immediately upon
such acquisition, subject to such a perfected Collateral Interest in favor of
the Lender to secure the Liabilities (subject only to Permitted Encumbrances).
Each Borrower shall execute and deliver to the Lender such instruments,
documents, and papers, and shall do all such things from time to time hereafter
as the Lender may request to carry into effect the provisions and intent of this
Agreement; to protect and perfect the Lender's Collateral Interests in the
Collateral; and to comply with all applicable statutes and laws, and facilitate
the collection of the Receivables Collateral. Each Borrower shall execute all
such instruments as may be required by the Lender with respect to the
recordation and/or perfection of the Collateral Interests created or
contemplated herein.

Each Borrower hereby designates the Lender as and for that Borrower's true and
lawful attorney, with full power of substitution, to sign and file any financing
statements or any other assignments, pledges, or other documents necessary in
order to perfect or protect the Lender's Collateral Interests in the Collateral.

A carbon, photographic, or other reproduction of this Agreement or of any
financing statement or other instrument executed pursuant to this Section 0
shall be sufficient for filing to perfect the security interests granted herein.


<PAGE>


- -Adequacy of Disclosure.

All financial statements furnished to the Lender by each Borrower have been
prepared in accordance with GAAP consistently applied and present fairly the
condition of the Borrowers at the date(s) thereof and the results of operations
and cash flows for the period(s) covered (provided however, that unaudited
financial statements are subject to normal year end adjustments and to the
absence of footnotes). There has been no change in the Consolidated financial
condition, results of operations, or cash flows of the Borrowers since the
date(s) of such financial statements, other than changes in the ordinary course
of business, which changes have not been materially adverse, either singularly
or in the aggregate.

No Borrower has any contingent obligations or obligation under any Lease or
Capital Lease which is not noted in the Borrowers' Consolidated financial
statements furnished to the Lender prior to the execution of this Agreement. No
document, instrument, agreement, or paper now or hereafter given the Lender by
or on behalf of each Borrower or any guarantor of the Liabilities in connection
with the execution of this Agreement by the Lender contains or will contain any
untrue statement of a material fact or omits or will omit to state a material
fact necessary in order to make the statements therein not misleading. There is
no fact known to any Borrower which has, or which, in the foreseeable future
could have, a material adverse effect on the financial condition of any Borrower
or any such guarantor which has not been disclosed in writing to the Lender.

- -No Restrictions on Liabilities. Except as described on EXHIBIT 4:4-26, annexed
hereto, no Borrower shall enter into or directly or indirectly become subject to
any agreement which prohibits or restricts, in any manner, any Borrower's:

Creation of, and granting of Collateral Interests in favor of the Lender, except
for any restrictions imposed in connection with any Purchase Money Indebtedness,
provided that such restrictions are limited to the fixed asset financed by such
Purchase Money Indebtedness.
Incurrence of Liabilities.

- -Other Covenants. No Borrower shall indirectly do or cause to be done any act
which, if done directly by that Borrower, would breach any covenant contained in
this Agreement.

<PAGE>

Financial Reporting and Performance Covenants:

- -Maintain Records. The Borrowers shall:

At all times, keep proper books of account, in which full, true, and accurate
entries shall be made of all of the Borrowers' financial transactions, all in
accordance with GAAP applied consistently with prior periods to fairly reflect
the Consolidated financial condition of the Borrowers at the close of, and its
results of operations for, the periods in question. Timely provide the Lender
with those financial reports, statements, and schedules required by this Article
0 or otherwise, each of which reports, statements and schedules shall be
prepared, to the extent applicable, in accordance with GAAP applied consistently
with prior periods to fairly reflect the Consolidated financial condition of the
Borrowers at the close of, and the results of operations for, the period(s)
covered therein.

At all times, keep accurate current records of the Collateral including, without
limitation, accurate current stock, cost, and sales records of its Inventory,
accurately and sufficiently itemizing and describing the kinds, types, and
quantities of Inventory and the cost and selling prices thereof.

At all times, retain independent certified public accountants who are reasonably
satisfactory to the Lender and instruct such accountants to fully cooperate
with, and be available to, the Lender to discuss the Borrowers' financial
performance, financial condition, operating results, controls, and such other
matters, within the scope of the retention of such accountants, as may be raised
by the Lender. Not change any Borrower's fiscal year.

- -Access to Records.

Each Borrower shall accord the Lender with access from time to time as the
Lender may require to all properties owned by or over which any Borrower has
control. The Lender shall have the right, and each Borrower will permit the
Lender from time to time as Lender may request, to examine, inspect, copy, and
make extracts from any and all of the Borrowers' books, records, electronically
stored data, papers, and files. Each Borrower shall make all of that Borrower's
copying facilities available to the Lender.

Each Borrower hereby authorizes the Lender to:

     Inspect, copy, duplicate, review, cause to be reduced to hard copy, run
     off, draw off, and otherwise use any and all computer or electronically
     stored information or data which relates to any Borrower, or any service
     bureau, contractor, accountant, or other person, and directs any such
     service bureau, contractor, accountant, or other person fully to cooperate
     with the Lender with respect thereto. Verify at any time the Collateral or
     any portion thereof, including verification with Account Debtors, and/or
     with each Borrower's computer billing companies, collection agencies, and
     accountants and to sign the name of each Borrower on any notice to each
     Borrower's Account Debtors or verification of the Collateral.

The Lender from time to time may designate one or more representatives to
exercise the Lender's rights under this Section 0 as fully as if the Lender were
doing so.

<PAGE>

- -Immediate Notice to Lender.

The Lead Borrower shall provide the Lender with written notice promptly upon the
occurrence of any of the following events, which written notice shall be with
reasonable particularity as to the facts and circumstances in respect of which
such notice is being given:

     Any change in any Borrower's President, chief executive officer, chief
     operating officer, and chief financial officer (without regard to the
     title(s) actually given to the Persons discharging the duties customarily
     discharged by officers with those titles). Any ceasing of any Borrower's
     making of payment, in the ordinary course, to any of its creditors (other
     than its ceasing of making of such payments on account of a de minimis
     dispute). Any failure by any Borrower to pay rent at any of that Borrower's
     locations, which failure continues for more than Three (3) days following
     the last day on which such rent was payable without more than a de minimis
     adverse effect to that Borrower. Any material adverse change in the
     business, operations, or financial affairs of any Borrower. Any Borrower's
     becoming In Default.

     Any intention on the part of any Borrower to discharge that Borrower's
     present independent accountants or any withdrawal or resignation by such
     independent accountants from their acting in such capacity (as to which,
     see Subsection 0). Any litigation which, if determined adversely to any
     Borrower, might have a material adverse effect on the financial condition
     of that Borrower.

The Lead Borrower shall:

     Provide the Lender, when so distributed, with copies of any materials
     distributed to the shareholders of the Lead Borrower (qua such
     shareholders). Provide the Lender, when received by any Borrower, with a
     copy of any management letter or similar communications from any accountant
     of any Borrower.

- -Financial Statements. During the term of this Agreement, and thereafter for so
long as there are any Liabilities to Lender, each Borrower covenants that,
unless otherwise consented to by the Lender in writing, it shall:

keep, and cause each Subsidiary to keep, adequate records and books of account
with respect to its business activities in which proper entries are made in
accordance with GAAP reflecting all its financial transactions; and cause to be
prepared and furnished to Lender the following (all to be prepared in accordance
with GAAP applied on a consistent basis, unless Borrower's certified public
accountants concur in any change therein and such change is disclosed to Lender
and is consistent with GAAP):

<PAGE>


     not later than ninety (90) days after the close of each fiscal year of
     Borrower, unqualified audited financial statements of Borrower, as of the
     end of such year, on a Consolidated basis (with a footnote exhibiting the
     consolidating information used in preparing such audited financial
     statements), certified by a firm of independent certified public
     accountants of recognized standing selected by Borrower, but acceptable to
     Lender (except for a qualification for a change in accounting principles
     with which the accountant concurs); not later than thirty (30) days after
     the end of each month hereafter, including the last month of Borrower's
     fiscal year, (i) unaudited interim financial statements of Borrower, as of
     the end of such month and of the portion of Borrower's financial year then
     elapsed, on a Consolidated basis, certified by the principal financial
     officer of ATP as prepared in accordance with GAAP (excluding incentive
     compensation accrual) and fairly presenting the financial position and
     results of Borrower on a combined basis, for such month and period subject
     only to changes from audit and year-end adjustments and except that such
     statements need not contain notes, and (ii) a detailed backlog report; not
     later than twenty (20) days after the end of each month hereafter, an aging
     of each Borrower's accounts payable and an aging of the Borrower's
     Accounts; Inventory reports in form and detail satisfactory to Agent at
     such times as Agent may request, but at least once each month, not later
     than the twentieth (20th) day of such month. promptly after the sending or
     filing thereof, as the case may be, copies of any proxy statements,
     financial statements or reports which ATP or any other Borrower has made
     available to its shareholders and copies of any regular, periodic and
     special reports or registration statements which ATP or any other Borrower
     files with the Securities and Exchange Commission or any governmental
     authority which may be substituted therefor, or any national securities
     exchange; promptly after the filing thereof, copies of any annual report to
     be filed in accordance with ERISA in connection with each Plan; and such
     other data and information (financial and otherwise) as Lender, from time
     to time, may reasonably request, bearing upon or related to the Collateral
     or any Borrower's and each of its Subsidiaries' financial condition or
     results of operations.

     Concurrently with the delivery of the financial statements described in
clause (a) of this Section 5-4, Borrower shall forward to Lender a copy of the
accountants' letter to ATP's management that is prepared in connection with such
financial statements and also shall cause to be prepared and shall furnish to
Lender a certificate of the aforesaid certified public accountants certifying to
Lender that, based upon their examination of the financial statements of
Borrower performed in connection with their examination of said financial
statements, they are not aware of any Event of Default, or, if they are aware of
such Event of Default, specifying the nature thereof, and acknowledging, in a
manner satisfactory to Lender, that they are aware that Lender is relying on
such financial statements in making its decisions with respect to its Loan.

<PAGE>


- -Officers' Certificates. The Lead Borrower shall cause either the Lead
Borrower's President or its Chief Financial Officer, in each instance, to
provide such Person's Certificate with those monthly statements required
pursuant to Section ?, and annual statements to be furnished pursuant to this
Agreement, which Certificate shall:

Indicate that the subject statement was prepared in accordance with GAAP
consistently applied and presents fairly the Consolidated financial condition of
the Borrowers at the close of, and the results of the Borrowers' operations and
cash flows for, the period(s) covered, subject, however to the following:

     Usual year end adjustments (this exception shall not be included in the
     Certificate which accompanies such annual statement). Material Accounting
     Changes (in which event, such Certificate shall include a schedule (in
     reasonable detail) of the effect of each such Material Accounting Change)
     not previously specifically taken into account in the determination of the
     financial performance covenant imposed pursuant to Section 5:5-8.

Indicate either that (i) no Borrower is In Default, or (ii) if such an event has
occurred, its nature (in reasonable detail) and the steps (if any) being taken
or contemplated by the Borrowers to be taken on account thereof. Include
calculations concerning the Borrowers' compliance (or failure to comply) at the
date of the subject statement with each of the financial performance covenants
included in Section 5:5-8 hereof.

- -Inventories, Appraisals, and Audits.

The Lender may obtain appraisals of the Collateral, from time to time conducted
by such appraisers as are satisfactory to the Lender. Provided that no Event of
Default has occurred the Borrower shall only be required to pay for a maximum of
one (1) appraisal on any item of Collateral at each location in any twelve (12)
month period, with the first such appraisal no earlier than September 30, 2001.
After the occurrence of an Event of Default all appraisals shall be at the
expense of the Borrower.


<PAGE>


The Lender contemplates conducting three (3) commercial finance field
examinations (in each event, at the Borrowers' expense) of the Borrowers' books
and records during any Twelve (12) month period during which this Agreement is
in effect, but in its discretion, may undertake additional such audits during
such period.

- -Additional Financial Information.

In addition to all other information required to be provided pursuant to this
Article 0, the Lead Borrower promptly shall provide the Lender (and any
guarantor of the Liabilities), with such other and additional information
concerning the Borrowers, the Collateral, the operation of the Borrowers'
business, and the Borrowers' financial condition, including original
counterparts of financial reports and statements, as the Lender may from time to
time request from the Lead Borrower.

The Lead Borrower may provide the Lender, from time to time hereafter, with
updated forecasts of the Borrowers' anticipated performance and operating
results.

In all events, the Lead Borrower, no sooner than Ninety (90) nor later than
Thirty (30) days prior to the end of each of the Borrowers' fiscal years, shall
provide the Lender with an updated and extended forecast which shall go out at
least through the end of the then next fiscal year and shall include an income
statement, balance sheet, and statement of cash flow, by month, each
Consolidated (with consolidating schedules) and each prepared in conformity with
GAAP and consistent with the Borrowers' then current practices.

Each Borrower recognizes that all appraisals, analysis, financial information,
and other materials which the Lender may obtain, develop, or receive with
respect to the Borrowers are confidential to the Lender and that, except as
otherwise provided herein, no Borrower is entitled to receipt of any of such
appraisals, analysis, financial information, and other materials, nor copies or
extracts thereof or therefrom.

- -Financial Performance Covenants. During the term of this Agreement and
thereafter for so long as there are any Liabilities to the Lender, Borrower
covenants that, unless otherwise consented to by Lender in writing: Fixed Charge
Ratio. Borrower shall maintain, on a Consolidated basis, as of the end of each
fiscal quarter set forth below, a Fixed Charge Ratio of not less than the ratio
set forth below for each period corresponding thereto:

<TABLE>
<CAPTION>
                               Period                                      Ratio
<S>                                                       <C>             <C>   <C>
       (a)      Nine month  period  ending on  September  30,    (a)      .9 to 1.0
       2000,  and twelve month period  ending on December 31,
       2000 and December 31, 2000

       (b)      Twelve month period  ending  respectively  on    (b)      1.00 to 1.0
       each of March 31, 2001,  June 30, 2001,  September 30,
       2001, and December 31, 2001
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
<S>                                                       <C>             <C>   <C>
       (c)      Twelve month period  ending  respectively  on    (c)      1.10 to 1.0
       each of March 31, 2002,  June 30, 2002,  September 30,
       2002,  December 31, 2002, March 31, 2003, and June 30,
       2003
</TABLE>

Interest Coverage Ratio. Borrower shall maintain, on a Consolidated basis, as of
the end of each fiscal quarter set forth below, an Interest Coverage Ratio of
not less than the ratio set forth below for each period corresponding thereto:

<TABLE>
<CAPTION>
                               Period                                      Ratio
<S>                                                       <C>             <C>   <C>
       (a)       Nine month period  ending on  September  30,    (a)      1.60 to 1.0
       2000,  and twelve month period  ending on December 31,
       2000 and December 31, 2000

       (b)      Twelve month period  ending  respectively  on    (b)      2.30 to 1.0
       each of March 31, 2001,  June 30, 2001,  September 30,
       2001, and December 31, 2001
       (c)      Twelve month period  ending  respectively  on    (c)      2.70 to 1.0
       each of March 31, 2002,  June 30, 2002,  September 30,
       2000,  December 31, 2002, March 31, 2003, and June 30,
       2003
</TABLE>

Adjusted Tangible Net Worth. Borrower shall maintain, on a Consolidated basis,
as of the end of each fiscal quarter set forth below, an Adjusted Tangible Net
Worth of not less than the amount set forth below for each period corresponding
thereto:

<TABLE>
<CAPTION>
                                Date                                       Amount

<S>                                                       <C>             <C>   <C>
       (a)      September 30, 2000                               (a)      $18,000,000

       (b)      December 31, 2000                                (b)      $20,000,000

       (c)      March 31, 2001, June 30, 2001,  September 30,    (c)      $22,000,000
       2001, and December 31, 2001
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
<S>    <C>                                                       <C>      <C>
       (d)      March 31, 2002, June 30, 2002,  September 30,    (d)      $25,000,000
       2002, and December 31, 2002

       (e)      March 31, 2003 and  June 30, 2003                (e)        $28,000,000
</TABLE>

Senior Indebtedness to EBITDA. Borrower shall maintain, on a Consolidated basis,
as of the end of each fiscal quarter set forth below, a ratio of (a) Senior
Indebtedness on such date to (b) EBITDA of not greater than the ratio set forth
below for each period corresponding thereto:

<TABLE>
<CAPTION>
                                Date                                       Ratio

<S>                                                       <C>             <C>   <C>
       (a)      September 30, 2000                               (a)      4.0 to 1.0

       (b)      December 31, 2000                                (b)      3.80 to 1.0

       (c)      March 31, 2001, June 30, 2001,  September 30,    (c)      3.30 to 1.0
       2001, December 31, 2001, March 31, 2002, June 30, 2002,
       September 30, 2002, and December 31, 2002

       (d)      March 31, 2003 and June 30, 2003                 (d)       3.10 to 1.0
</TABLE>

Capital Expenditures. The Borrower shall not make Capital Expenditures
(including, by way of capitalized leases) which, in the aggregate, as to
Borrower and its Subsidiaries, exceed the amount set forth below for each period
corresponding thereto:

<TABLE>
<CAPTION>
                         Fiscal year ending                                Amount
<S>                                                       <C>             <C>   <C>
       (a)      December 31, 2000                                (a)      $2,500,000

       (b)      December 31, 2001                                (b)      $4,000,000

       (c)      December 31, 2002                                (c)      $4,500,000

       (d)      December 31, 2003                                (d)      $5,000,000
</TABLE>

<PAGE>


- - Use of Collateral:

- -Use of Collateral.

No Borrower shall engage

     In any sale of the Collateral other than for fair consideration in the
     conduct of the Borrowers' business in the ordinary course. Sales or other
     dispositions to creditors. Sales or other dispositions in bulk. Sales of
     any Collateral in breach of any provision of this Agreement.

No sale of Inventory shall be on consignment, approval, or under any other
circumstances such that, such Inventory may be returned to a Borrower without
the consent of the Lender.

Borrower shall not return any of its Inventory to a supplier or vendor thereof,
or any other Person, whether for cash, credit against future purchases or then
existing payables, or otherwise, unless (a) such return is in the ordinary
course of business of Borrower and such Person, (b) no Event of Default exists
or would result therefrom, (c) if the value of all Inventory returned in any
month exceeds $250,000, Borrower promptly notifies Lender thereof, and (d) any
payments received by Borrower in connection with any such return is promptly
turned over to the Tranche A Lender, or to the Lender if all Obligations under
the Tranche A Loan Agreement have been paid in full.

- -Adjustments and Allowances. Each Borrower may grant such allowances or other
adjustments to that Borrower's Account Debtors (exclusive of extending the time
for payment of any Account or Account Receivable, which shall not be done
without first obtaining the Lender's prior written consent in each instance) as
that Borrower may reasonably deem to accord with sound business practice,
provided, however, the authority granted the Borrowers pursuant to this Section
0 may be limited or terminated by the Lender at any time in the Lender's
discretion.

- -Validity of Accounts.

The amount of each Account shown on the books, records, and invoices of the
Borrowers represented as owing by each Account Debtor is and will be the correct
amount actually owing by such Account Debtor and shall have been fully earned by
performance by the Borrowers.

No Borrower has any knowledge of any impairment of the validity or
collectibility of any of the Accounts. The Lead Borrower shall notify the Lender
of any such impairment immediately after any Borrower becomes aware of any such
impairment. Except for any letters of credit issued by Fleet Capital Corporation
pursuant to the Tranche A Loan Agreement, no Borrower shall post any bond to
secure any Borrower's performance under any agreement to which any Borrower is a
party nor cause any surety, guarantor, or other third party obligee to become
liable to perform any obligation of any Borrower (other than to the Lender) in
the event of any Borrower's failure so to perform.

- -Notification to Account Debtors. The Lender shall have the right (whether or
not an Event of Default has occurred) to notify any of the Borrowers' Account
Debtors to make payment directly to the Lender and to collect all amounts due on
account of the Collateral.

<PAGE>


- - Grant of Security Interest:

- -Grant of Security Interest. To secure the Borrowers' prompt, punctual, and
faithful performance of all and each of the Liabilities, each Borrower hereby
grants to the Lender a continuing security interest in and to, and assigns to
the Lender the following, and each item thereof, whether now owned or now due,
or in which that Borrower has an interest, or hereafter acquired, arising, or to
become due, or in which that Borrower obtains an interest, and all products,
Proceeds, substitutions, and accessions of or to any of the following (all of
which, together with any other property in which the Lender may in the future be
granted a security interest, is referred to herein as the "Collateral"):

All Accounts and accounts receivable.
All Inventory.
All General Intangibles.
All Equipment.
All Goods.
All Farm Products.
All Fixtures.
All Chattel Paper.
All Letter-of-Credit Rights.
All Payment Intangibles.
All Supporting Obligations.

All books, records, and information relating to the Collateral and/or to the
operation of each Borrower's business, and all rights of access to such books,
records, and information, and all property in which such books, records, and
information are stored, recorded, and maintained.

All Leasehold Interests.

All Investment Property, Instruments, Documents, Deposit Accounts, money,
policies and certificates of insurance, deposits, impressed accounts,
compensating balances, cash, or other property.

All insurance proceeds, refunds, and premium rebates, including, without
limitation, proceeds of fire and credit insurance, whether any of such proceeds,
refunds, and premium rebates arise out of any of the foregoing. (0 through 0) or
otherwise.

All liens, guaranties, rights, remedies, and privileges pertaining to any of the
foregoing (0 through 0), including the right of stoppage in transit.

<PAGE>


- -Extent and Duration of Security Interest.

The security interest created and granted herein is in addition to, and
supplemental of, any security interest previously granted by any Borrower to the
Lender and shall continue in full force and effect applicable to all Liabilities
until both (a) all Liabilities have been paid and/or satisfied in full and (b)
the security interest created herein is specifically terminated in writing by a
duly authorized officer of the Lender.

It is intended that the Collateral Interests created herein extend to and cover
all assets of each Borrower, except for those assets described on EXHIBIT 7:7-2,
annexed hereto.

It is further intended that, with respect to any term used herein to describe
Collateral which term is defined in either (or both) the UCC as in effect on the
date when this Agreement was executed by the Borrowers or in UCC9'99, the
meaning given that term shall be the more encompassing of the two definitions.

- - Lender As Borrower's Attorney-In-Fact:

- -Appointment as Attorney-In-Fact. Each Borrower hereby irrevocably constitutes
and appoints the Lender as that Borrower's true and lawful attorney, with full
power of substitution, following the occurrence of an Event of Default, to
convert the Collateral into cash at the sole risk, cost, and expense of that
Borrower, but for the sole benefit of the Lender. The rights and powers granted
the Lender by this appointment include but are not limited to the right and
power to:

Prosecute, defend, compromise, or release any action relating to the Collateral.
Sign change of address forms to change the address to which each Borrower's mail
is to be sent to such address as the Lender shall designate; receive and open
each Borrower's mail; remove any Receivables Collateral and Proceeds of
Collateral therefrom and turn over the balance of such mail either to the Lead
Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or
other legal representative of a Borrower whom the Lender determines to be the
appropriate person to whom to so turn over such mail.
Endorse the name of the relevant Borrower in favor of the Lender upon any and
all checks, drafts, notes, acceptances, or other items or instruments; sign and
endorse the name of the relevant Borrower on, and receive as secured party, any
of the Collateral, any invoices, schedules of Collateral, freight or express
receipts, or bills of lading, storage receipts, warehouse receipts, or other
documents of title respectively relating to the Collateral.
Sign the name of the relevant Borrower on any notice to that Borrower's Account
Debtors or verification of the Receivables Collateral; sign the relevant
Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and
on notices of lien, claims of mechanic's liens, or assignments or releases of
mechanic's liens securing the Accounts. Take all such action as may be necessary
to obtain the payment of any letter of credit and/or banker's acceptance of
which any Borrower is a beneficiary. Repair, manufacture, assemble, complete,
package, deliver, alter or supply goods, if any, necessary to fulfill in whole
or in part the purchase order of any customer of each Borrower. Use, license or
transfer any or all General Intangibles of each Borrower.


<PAGE>


- -No Obligation to Act. The Lender shall not be obligated to do any of the acts
or to exercise any of the powers authorized by Section 0 herein, but if the
Lender elects to do any such act or to exercise any of such powers, it shall not
be accountable for more than it actually receives as a result of such exercise
of power, and shall not be responsible to any Borrower for any act or omission
to act except for any act or omission to act as to which there is a final
determination made in a judicial proceeding (in which proceeding the Lender has
had an opportunity to be heard) which determination includes a specific finding
that the subject act or omission to act had been grossly negligent or in actual
bad faith.


- - Events of Default:

     The occurrence of any event described in this Article 0 respectively shall
constitute an "Event of Default" herein. Upon the occurrence of any Event of
Default described in Section 0, any and all Liabilities shall become due and
payable without any further act on the part of the Lender. Upon the occurrence
of any other Event of Default, the Lender may declare any and all Liabilities
shall become immediately due and payable. The occurrence of any Event of Default
shall also constitute, without notice or demand, a default under all other
agreements between the Lender and any Borrower and instruments and papers
heretofore, now, or hereafter given the Lender by any Borrower.

- -Failure to Pay the Term Loan. The failure by any Borrower to pay when due any
principal of, interest on, or fees in respect of, the Term Loan.

- -Failure To Make Other Payments. The failure by any Borrower to pay when due (or
upon demand, if payable on demand) any payment Liability other than any payment
liability on account of the principal of, or interest on, or fees in respect of,
the Term Loan.

- -Failure to Perform Covenant or Liability (No Grace Period). The failure by any
Borrower to promptly, punctually, faithfully and timely perform, discharge, or
comply with any covenant or Liability included in any of the following
provisions hereof:


<PAGE>

                              Section Relates to:

0                             Indebtedness
0                             Pay taxes
0                             Dividends. Investments. Other  Corporate Actions
0                             Affiliate Transactions
              Article 0       Reporting Requirements and Financial Performance
                              Covenants

- -Failure to Perform Covenant or Liability (Grace Period). The failure by any,
Borrower. within ten (10) days following the earlier of any Borrower's knowledge
of a breach of any covenant or Liability not described in any of Sections 0, 0,
or 0 or of its receipt of written notice from the Lender of the breach of any of
any of such covenants or Liabilities.

- -Misrepresentation. The determination by the Lender that any representation or
warranty at any time made by any Borrower to the Lender was not true or complete
in all material respects when given.

- -Acceleration of Other Debt. Breach of Lease. The occurrence of any event such
that any Indebtedness of any Borrower to any creditor other than the Lender
could be accelerated or, without the consent of any Borrower, including, without
limitation, the Tranche A Loan Agreement, or any Lease could be terminated
(whether or not the subject creditor or lessor takes any action on account of
such occurrence).

- -Default Under Other Agreements. The occurrence of any breach of any covenant or
Liability imposed by, or of any default under, any agreement (including any Loan
Document) between the Lender and any Borrower or instrument given by any
Borrower to the Lender and the expiry, without cure, of any applicable grace
period (notwithstanding that the Lender may not have exercised all or any of its
rights on account of such breach or default).

- -Uninsured Casualty Loss. The occurrence of any uninsured loss, theft, damage,
or destruction of or to any material portion of the Collateral.


<PAGE>

- -Attachment. Judgment. Restraint of Business.

The service of process upon the Lender or any Participant seeking to attach, by
trustee, mesne, or other process, any funds of any Borrower on deposit with, or
assets of any Borrower in the possession of, the Lender or such Participant. The
entry of any judgment against any Borrower, which judgment is not satisfied (if
a money judgment) or appealed from (with execution or similar process stayed)
within fifteen (15) days of its entry.

The entry of any order or the imposition of any other process having the force
of law, the effect of which is to restrain in any material way the conduct by
any Borrower of its business in the ordinary course.

- -Business Failure. Any act by, against, or relating to any Borrower, or its
property or assets, which act constitutes the determination, by any Borrower, to
initiate a program of partial or total self-liquidation; application for,
consent to, or sufferance of the appointment of a receiver, trustee, or other
person, pursuant to court action or otherwise, over all, or any part of any
Borrower's property; the granting of any trust mortgage or execution of an
assignment for the benefit of the creditors of any Borrower, or the occurrence
of any other voluntary or involuntary liquidation or extension of debt agreement
for any Borrower; the offering by or entering into by any Borrower of any
composition, extension, or any other arrangement seeking relief from or
extension of the debts of any Borrower; or the initiation of any judicial or
non-judicial proceeding or agreement by, against, or including any Borrower
which seeks or intends to accomplish a reorganization or arrangement with
creditors; and/or the initiation by or on behalf of any Borrower of the
liquidation or winding up of all or any part of any Borrower's business or
operations.


<PAGE>

- -Bankruptcy. The failure by any Borrower to generally pay the debts of that
Borrower as they mature; adjudication of bankruptcy or insolvency relative to
any Borrower; the entry of an order for relief or similar order with respect to
any Borrower in any proceeding pursuant to the Bankruptcy Code or any other
federal bankruptcy law; the filing of any complaint, application, or petition by
any Borrower initiating any matter in which any Borrower is or may be granted
any relief from the debts of that Borrower pursuant to the Bankruptcy Code or
any other insolvency statute or procedure; the filing of any complaint,
application, or petition against any Borrower initiating any matter in which
that Borrower is or may be granted any relief from the debts of that Borrower
pursuant to the Bankruptcy Code or any other insolvency statute or procedure,
which complaint, application, or petition is not timely contested in good faith
by that Borrower by appropriate proceedings or, if so contested, is not
dismissed within thirty (30) days of when filed.

- -Default by Guarantor. The occurrence of any of the foregoing Events of Default
with respect to any guarantor or endorser of the Liabilities, or the occurrence
of any of the foregoing Events of Default with respect to any parent,
subsidiary, or Affiliate of any Borrower, as if such guarantor, endorser,
parent, or Affiliate were a "Borrower" described therein.

- -Indictment - Forfeiture. The indictment of, or institution of any legal process
or proceeding against, any Borrower, under any Applicable Law where the relief,
penalties, or remedies sought or available include the forfeiture of any
property of any Borrower and/or the imposition of any stay or other order, the
effect of which could be to restrain in any material way the conduct by any
Borrower of its business in the ordinary course.

- -Termination of Guaranty. The termination or attempted termination of any
guaranty by any guarantor of the Liabilities.

- -Challenge to Loan Documents.

Any challenge by or on behalf of any Borrower or any guarantor of the
Liabilities to the validity of any Loan Document or the applicability or
enforceability of any Loan Document strictly in accordance with the subject Loan
Document's terms or which seeks to void, avoid, limit, or otherwise adversely
affect any security interest created by or in any Loan Document or any payment
made pursuant thereto.

<PAGE>

     11 -Any determination by any court or any other judicial or government
authority that any Loan Document is not enforceable strictly in accordance with
the subject Loan Document's terms or which voids, avoids, limits, or otherwise
adversely affects any security interest created by any Loan Document or any
payment made pursuant thereto.

     11. -Change in Control. Any Change in Control.


Article 2: - Rights and Remedies Upon Default:

     21. -Acceleration. Upon the occurrence of any Event of Default as described
in Section 0, all Indebtedness of the Borrower to the Lender shall be
immediately due and payable. Upon the occurrence of any Event of Default other
than as described in Section 0, the Lender may declare all Indebtedness of the
Borrower to the Lender to be immediately due and payable and may exercise all of
the Lender's Rights and Remedies as the Lender from time to time thereafter
determines as appropriate.

     22. -Rights of Enforcement. The Lender shall have all of the rights and
remedies of a secured party upon default under the UCC, in addition to which the
Lender shall have all and each of the following rights and remedies:

          (a) To collect the Receivables Collateral with or without the taking
     of possession of any of the Collateral.

          (b) To take possession of all or any portion of the Collateral.

          (c) To sell, lease, or otherwise dispose of any or all of the
     Collateral, in its then condition or following such preparation or
     processing as the Lender deems advisable and with or without the taking of
     possession of any of the Collateral.

          (d) To conduct one or more going out of business sales which include
     the sale or other disposition of the Collateral.

          (e) To apply the Receivables Collateral or the Proceeds of the
     Collateral towards (but not necessarily in complete satisfaction of) the
     Liabilities.

          (f) To exercise all or any of the rights, remedies, powers,
     privileges, and discretions under all or any of the Loan Documents.


<PAGE>

     23. -Sale of Collateral.

          (a) Any sale or other disposition of the Collateral may be at public
     or private sale upon such terms and in such manner as the Lender deems
     advisable, having due regard to compliance with any statute or regulation
     which might affect, limit, or apply to the Lender's disposition of the
     Collateral.

          (b) Unless the Collateral is perishable or threatens to decline
     speedily in value, or is of a type customarily sold on a recognized market
     (in which event the Lender shall provide the Lead Borrower such notice as
     may be practicable under the circumstances), the Lender shall give the Lead
     Borrower at least ten (10) days prior written notice of the date, time, and
     place of any proposed public sale, and of the date after which any private
     sale or other disposition of the Collateral may be made. Each Borrower
     agrees that such written notice shall satisfy all requirements for notice
     to that Borrower which are imposed under the UCC or other applicable law
     with respect to the exercise of the Lender's rights and remedies upon
     default.

          (c) The Lender may purchase the Collateral, or any portion of it at
     any sale held under this Article.

          (d) If any of the Collateral is sold, leased, or otherwise disposed of
     by the Lender on credit, the Liabilities shall not be deemed to have been
     reduced as a result thereof unless and until payment is finally received
     thereon by the Lender.

          (e) The Lender shall apply the proceeds of the Lender's exercise of
     its rights and remedies upon default pursuant to this Article 2: in such
     manner, and with such frequency, as the Lender determines.

     24. -Occupation of Business Location. In connection with the Lender's
exercise of the Lender's rights under this Article 2:, the Lender may enter
upon, occupy, and use any premises owned or occupied by each Borrower, and may
exclude each Borrower from such premises or portion thereof as may have been so
entered upon, occupied, or used by the Lender. The Lender shall not be required
to remove any of the Collateral from any such premises upon the Lender's taking
possession thereof, and may render any Collateral unusable to the Borrowers. In
no event shall the Lender be liable to any Borrower for use or occupancy by the
Lender of any premises pursuant to this Article 2:, nor for any charge (such as
wages for any Borrower's

<PAGE>

employees and utilities) incurred in connection with the Lender's exercise of
the Lender's Rights and Remedies.

     25. -Grant of Nonexclusive License. Each Borrower hereby grants to the
Lender a royalty free nonexclusive irrevocable license to use, apply, and affix
any trademark, trade name, logo, or the like in which any Borrower now or
hereafter has rights, such license being with respect to the Lender's exercise
of the rights hereunder including, without limitation, in connection with any
completion of the manufacture of Inventory or sale or other disposition of
Inventory.

     26. -Assembly of Collateral. The Lender may require any Borrower to
assemble the Collateral and make it available to the Lender at the Borrowers'
sole risk and expense at a place or places which are reasonably convenient to
both the Lender and the Lead Borrower.

     27. -Rights and Remedies. The rights, remedies, powers, privileges, and
discretions of the Lender hereunder (herein, the Lender's Rights and Remedies")
shall be cumulative and not exclusive of any rights or remedies which it would
otherwise have. No delay or omission by the Lender in exercising or enforcing
any of the Lender's Rights and Remedies shall operate as, or constitute, a
waiver thereof. No waiver by the Lender of any Event of Default or of any
default under any other agreement shall operate as a waiver of any other default
hereunder or under any other agreement. No single or partial exercise of any of
the Lender's Rights or Remedies, and no express or implied agreement or
transaction of whatever nature entered into between the Lender and any person,
at any time, shall preclude the other or further exercise of the Lender's Rights
and Remedies. No waiver by the Lender of any of the Lender's Rights and Remedies
on any one occasion shall be deemed a waiver on any subsequent occasion, nor
shall it be deemed a continuing waiver. The Lender's Rights and Remedies may be
exercised at such time or times and in such order of preference as the Lender
may determine. The Lender's Rights and Remedies may be exercised without resort
or regard to any other source of satisfaction of the Liabilities.


<PAGE>

Article 3:        - Notices:

     31. -Notice Addresses. All notices, demands, and other communications made
in respect of any Loan Document (other than a request for a loan or advance or
other financial accommodation under the Revolving Credit) shall be made to the
following addresses, each of which may be changed upon seven (7) days written
notice to all others given by certified mail, return receipt requested:

If to the Lender:
                             Back Bay Capital Funding, LLC
                             40 Broad Street
                             Boston, Massachusetts 02109
                             Attention    :  Michael Pizette

                                          : Managing Director
                             Fax     :    617 434-4312



         With a copy to:
                             Riemer & Braunstein LLP
                             Three Center Plaza
                             Boston, Massachusetts  02108

                             Attention     :  Robert E. Paul, Esquire
                             Fax           :  617 880 3456

If to the Lead Borrower
And All Borrowers:

                             Advanced Technical Products, Inc.
                             200 Mansell Court
                             Rosewell, Georgia 30076
                             Attention     : James Hobt, Chief Financial Officer
                             Fax           : 770 993-1986

         With a copy to:
                             Gardere & Wynne, L.L.P.
                             Thanksgiving Tower
                             1601 Elm Street, Suite 3000
                             Dallas, Texas 75201
                             Attention     : Barry D. Drees, Esquire
                             Fax:          : 214 999-3567

     32. -Notice Given.

          (a) Except as otherwise specifically provided herein, notices shall be
     deemed made and correspondence received, as follows (all times being local
     to the place of delivery or receipt):


<PAGE>

               (ii) By mail: the sooner of when actually received or Three (3)
          days following deposit in the United States mail, postage prepaid.

               (iii) By recognized overnight express delivery: the Business Day
          following the day when sent.

               (iv) By Hand: If delivered on a Business Day after 9:00 AM and no
          later than Three (3) hours prior to the close of customary business
          hours of the recipient, when delivered. Otherwise, at the opening of
          the then next Business Day.

               (v) By Facsimile transmission (which must include a header on
          which the party sending such transmission is indicated): If sent on a
          Business Day after 9:00 AM and no later than Three (3) hours prior to
          the close of customary business hours of the recipient, one (1) hour
          after being sent. Otherwise, at the opening of the then next Business
          Day.

          (a) Rejection or refusal to accept delivery and inability to deliver
     because of a changed address or Facsimile Number for which no due notice
     was given shall each be deemed receipt of the notice sent.

Article 4: - Term:

     41. -Actions on Termination Date.

          (a) On the Termination Date, the Borrowers shall pay the Lender
     (whether or not then due), in immediately available funds, all then
     Liabilities including, without limitation, the following:

               (ii) All principal of the Term Loan.

               (iii) All accrued and unpaid interest (including all accrued and
          unpaid Current Pay Interest and all accrued and unpaid PIK Interest)
          on the Term Loan.

               (iv) Any then remaining installments of any Fees due pursuant to
          the Fee Letter.

               (v) Any Term Loan Early Termination Fee.

               (vi) All amounts payable under the Warrant Purchase Agreement.

               (vii) All unreimbursed costs and expenses of the Lender for which
          any Borrower is responsible.


<PAGE>

          (a) Until all of such payments have been made, all provisions of this
     Agreement, other than those included in Article 0 which place any
     obligation on the Term Lender to make any loan or advance or to provide any
     financial accommodation to any Borrower shall remain in full force and
     effect until all Liabilities shall have been paid in full.

          (b) The release by the Lender of the Collateral Interests granted the
     Lender by the Borrowers hereunder may be upon such conditions and
     indemnifications as the Lender may require.

Article 5: - General:

     51. -Protection of Collateral. The Lender has no duty as to the collection
or protection of the Collateral beyond the safe custody of such of the
Collateral as may come into the possession of the Lender.

     52. -Publicity. The Lender may issue a "tombstone" notice of the
establishment of the credit facility contemplated by this Agreement and may make
reference to each Borrower (and may utilize any logo or other distinctive symbol
associated with each Borrower) in connection with any advertising, promotion, or
marketing undertaken by the Lender.

     53. -Successors and Assigns. This Agreement shall be binding upon the
Borrowers and their respective representatives, successors, and assigns and
shall enure to the benefit of the Lender and its successors and assigns,
provided, however, no trustee or other fiduciary appointed with respect to any
Borrower shall have any rights hereunder. In the event that the Lender assigns
or transfers its rights under this Agreement, the assignee shall thereupon
succeed to and become vested with all rights, powers, privileges, and duties of
the Lender hereunder and the Lender shall thereupon be discharged and relieved
from its duties and obligations hereunder.

     54. -Severability. Any determination that any provision of this Agreement
or any application thereof is invalid, illegal, or unenforceable in any respect
in any instance shall not affect

<PAGE>

the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality, or enforceability of any other provision of
this Agreement.

     55. -Amendments. Course of Dealing.

          (a) This Agreement and the other Loan Documents incorporate all
     discussions and negotiations between each Borrower and the Lender, either
     express or implied, concerning the matters included herein and in such
     other instruments, any custom, usage, or course of dealings to the contrary
     notwithstanding. No such discussions, negotiations, custom, usage, or
     course of dealings shall limit, modify, or otherwise affect the provisions
     thereof. No failure by the Lender to give notice to the Lead Borrower of
     any Borrower's having failed to observe and comply with any warranty or
     covenant included in any Loan Document shall constitute a waiver of such
     warranty or covenant or the amendment of the subject Loan Document.

          (b) Each Borrower may undertake any action otherwise prohibited
     hereby, and may omit to take any action otherwise required hereby, upon and
     with the express prior written consent of the Lender. No consent,
     modification, amendment, or waiver of any provision of any Loan Document
     shall be effective unless executed in writing by or on behalf of the party
     to be charged with such modification, amendment, or waiver (and if such
     party is the Lender then by a duly authorized officer thereof). Any
     modification, amendment, or waiver provided by the Lender shall be in
     reliance upon all representations and warranties theretofore made to the
     Lender by or on behalf of the Borrowers (and any guarantor, endorser, or
     surety of the Liabilities) and consequently may be rescinded in the event
     that any of such representations or warranties was not true and complete in
     all material respects when given.

     56. -Power of Attorney. In connection with all powers of attorney included
in this Agreement, each Borrower hereby grants unto the Lender full power to do
any and all things necessary or appropriate in connection with the exercise of
such powers as fully and effectually as that Borrower might or could do, hereby
ratifying all that said attorney shall do or cause to be done by virtue of this
Agreement. No power of attorney set forth in this Agreement shall be affected by
any disability or incapacity suffered by any Borrower and each shall survive the
same. All powers conferred upon the Lender by this Agreement, being coupled with
an interest, shall be irrevocable until this Agreement is terminated by a
written instrument executed by a duly authorized officer of the Lender.

<PAGE>

     57. -Application of Proceeds. The proceeds of any collection, sale, or
disposition of the Collateral, or of any other payments received hereunder,
shall be applied towards the Liabilities in such order and manner as the Lender
determines in its sole discretion, consistent, however, with all applicable
provisions of this Agreement. The Borrowers shall remain liable for any
deficiency remaining following such application.

     58. -Increased Costs. If, as a result of any requirement of law, or of the
interpretation or application thereof by any court or by any governmental or
other authority or entity charged with the administration thereof, whether or
not having the force of law, which:

          (a) subjects the Lender to any taxes or changes the basis of taxation,
     or increases any existing taxes, on payments of principal, interest or
     other amounts payable by any Borrower to the Lender under this Agreement
     (except for taxes on the Lender based on net income or capital imposed by
     the jurisdiction in which the principal or lending offices of the Lender
     are located);

          (b) imposes, modifies or deems applicable any reserve, cash margin,
     special deposit or similar requirements against assets held by, or deposits
     in or for the account of or loans by or any other acquisition of funds by
     the relevant funding office of the Lender;

          (c) imposes on the Lender any other condition with respect to any Loan
     Document; or

          (d) imposes on the Lender a requirement to maintain or allocate
     capital in relation to the Liabilities; and the result of any of the
     foregoing, in the Lender's reasonable opinion, is to increase the cost to
     the Lender of making or maintaining any loan, advance or financial
     accommodation or to reduce the income receivable by the Lender in respect
     of any loan, advance or financial accommodation by an amount which the
     Lender deems to be material, then upon written notice from the Lender, from
     time to time, to the Lead Borrower (such notice to set out in reasonable
     detail the facts giving rise to and a summary calculation of such increased
     cost or reduced income), the Borrowers shall

<PAGE>

     forthwith pay to the Lender, upon receipt of such notice, that amount which
     shall compensate the Lender for such additional cost or reduction in
     income.

     59. -Costs and Expenses of the Lender .

          (a) The Borrowers shall pay from time to time on demand all Costs of
     Collection and all reasonable costs, expenses, and disbursements (including
     attorneys' reasonable fees and expenses) which are incurred by the Lender
     in connection with the preparation, negotiation, execution, and delivery of
     this Agreement and of any other Loan Documents, and all other reasonable
     costs, expenses, and disbursements which may be incurred connection with or
     in respect to the credit facility contemplated hereby or which otherwise
     are incurred with respect to the Liabilities.

          (b) Each Borrower authorizes the Lender to pay all such fees and
     expenses and in the Lender's discretion, to add such fees and expenses to
     the Loan Account.

          (c) The undertaking on the part of each Borrower in this Section 59
     shall survive payment of the Liabilities and/or any termination, release,
     or discharge executed by the Lender in favor of any Borrower, other than a
     termination, release, or discharge which makes specific reference to this
     Section 59.

     510. -Copies and Facsimiles. Each Loan Document and all documents and
papers which relates thereto which have been or may be hereinafter furnished the
Lender may be reproduced by the Lender by any photographic, microfilm,
xerographic, digital imaging, or other process, and the Lender may destroy any
document so reproduced. Any such reproduction shall be admissible in evidence as
the original itself in any judicial or administrative proceeding (whether or not
the original is in existence and whether or not such reproduction was made in
the regular course of business). Any facsimile which bears proof of transmission
shall be binding on the party which or on whose behalf such transmission was
initiated and likewise shall be so admissible in evidence as if the original of
such facsimile had been delivered to the party which or on whose behalf such
transmission was received.

     511. -Massachusetts Law. This Agreement and all rights and obligations
hereunder, including matters of construction, validity, and performance, shall
be governed by the law of The Commonwealth of Massachusetts.


<PAGE>

     512. -Consent to Jurisdiction.

          (a) Each Borrower agrees that any legal action, proceeding, case, or
     controversy against any Borrower with respect to any Loan Document may be
     brought in the Superior Court of Suffolk County Massachusetts or in the
     United States District Court, District of Massachusetts, sitting in Boston,
     Massachusetts, as the Lender may elect in the Lender's sole discretion. By
     execution and delivery of this Agreement, each Borrower, for itself and in
     respect of its property, accepts, submits, and consents generally and
     unconditionally, to the jurisdiction of the aforesaid courts.

          (b) Each Borrower WAIVES personal service of any and all process upon
     it, and irrevocably consents to the service of process out of any of the
     aforementioned courts in any such action or proceeding by the mailing of
     copies thereof by certified mail, postage prepaid, to the Lead Borrower at
     the Lead Borrower's address for notices as specified herein, such service
     to become effective five (5) Business Days after such mailing.

          (c) Each Borrower WAIVES any objection based on forum non conveniens
     and any objection to venue of any action or proceeding instituted under any
     of the Loan Documents and consents to the granting of such legal or
     equitable remedy as is deemed appropriate by the Court.

          (d) Nothing herein shall affect the right of the Lender to bring legal
     actions or proceedings in any other competent jurisdiction.

          (e) Each Borrower agrees that any action commenced by any Borrower
     asserting any claim arising under or in connection with this Agreement or
     any other Loan Document shall be brought solely in the Superior Court of
     Suffolk County Massachusetts or in the United States District Court,
     District of Massachusetts, sitting in Boston, Massachusetts, and that such
     Courts shall have exclusive jurisdiction with respect to any such action.

     513. -Indemnification. Each Borrower shall indemnify, defend, and hold the
Lender and any Participant and any of their respective employees, officers, or
agents (each, an "Indemnified Person") harmless of and from any claim brought or
threatened against any Indemnified Person by any Borrower, any guarantor or
endorser of the Liabilities, or any other

<PAGE>

     Person (as well as from attorneys' reasonable fees, expenses, and
disbursements in connection therewith) on account of the relationship of the
Borrowers or of any other guarantor or endorser of the Liabilities (each of
claims which may be defended, compromised, settled, or pursued by the
Indemnified Person with counsel of the Lender's selection, but at the expense of
the Borrowers) other than any claim as to which a final determination is made in
a judicial proceeding (in which the Lender and any other Indemnified Person has
had an opportunity to be heard), which determination includes a specific finding
that the Indemnified Person seeking indemnification had acted in a grossly
negligent manner or in actual bad faith. This indemnification shall survive
payment of the Liabilities and/or any termination, release, or discharge
executed by the Lender in favor of the Borrowers, other than a termination,
release, or discharge duly executed on behalf of the Lender which makes specific
reference to this Section 513.

     514. -Rules of Construction. The following rules of construction shall be
applied in the interpretation, construction, and enforcement of this Agreement
and of the other Loan Documents:

          (a) Unless otherwise specifically provided for herein, interest and
     any fee or charge which is stated as a per annum percentage shall be
     calculated based on a 360 day year and actual days elapsed.

          (b) Any term used herein to describe Collateral or a Person, which
     term is defined in either (or both) the UCC as in effect on the date when
     this Agreement was executed by the Borrowers or in UCC9'99, shall be given
     the meaning which is the more encompassing of the two definitions.

          (c) Words in the singular include the plural and words in the plural
     include the singular.

          (d) Cross references to Sections in this Agreement begin with the
     Article in which that Section appears, followed by a colon, and then the
     Section to which reference is made. (For example, a reference to "Section
     5:5-6" is to Section 5-6, which appears in Article 5 of this Agreement).

          (e) Titles, headings (indicated by being underlined or shown in
     Initial Capitals) and any Table of Contents are solely for convenience of
     reference; do not constitute a part of the instrument in which included;
     and do not affect such instrument's meaning, construction, or effect.


<PAGE>

          (f) The words "includes" and "including" are not limiting.

          (g) Text which follows the words "including, without limitation" (or
     similar words) is illustrative and not limitational.

          (h) Text which is shown in italics, shown in bold, shown IN ALL
     CAPITAL LETTERS, or in any combination of the foregoing, shall be deemed to
     be conspicuous.

          (i) The words "may not" are prohibitive and not permissive.

          (j) Any reference to a Person's "knowledge" (or words of similar
     import) are to such Person's knowledge assuming that such Person has
     undertaken reasonable and diligent investigation with respect to the
     subject of such "knowledge" (whether or not such investigation has actually
     been undertaken).

          (k) Terms which are defined in one section of any Loan Document are
     used with such definition throughout the instrument in which so defined.

          (l) The symbol "$" refers to United States Dollars.

          (m) Unless limited by reference to a particular Section or provision,
     any reference to "herein", "hereof", or "within" is to the entire Loan
     Document in which such reference is made.

          (n) References to "this Agreement" or to any other Loan Document is to
     the subject instrument as amended to the date on which application of such
     reference is being made.

          (o) Except as otherwise specifically provided, all references to time
     are to Boston time.

          (p) In the determination of any notice, grace, or other period of time
     prescribed or allowed hereunder:

               (ii) Unless otherwise provided (I) the day of the act, event, or
          default from which the designated period of time begins to run shall
          not be included and the last day of the period so computed shall be
          included unless such last day is not a Business Day, in which event
          the last day of the relevant period shall be the then next Business
          Day and (II) the period so computed shall end at 5:00 PM on the
          relevant Business Day.

               (iii) The word "from" means "from and including".

               (iv) The words "to" and "until" each mean "to, but excluding".

               (v) The word "through" means "to and including".


<PAGE>

          (a) The Loan Documents shall be construed and interpreted in a
     harmonious manner and in keeping with the intentions set forth in Section
     515 hereof, provided, however, in the event of any inconsistency between
     the provisions of this Agreement and any other Loan Document, the
     provisions of this Agreement shall govern and control.

     515. -Intent. It is intended that:

          (a) This Agreement take effect as a sealed instrument.

          (b) The scope of all Collateral Interests created by any Borrower to
     secure the Liabilities be broadly construed in favor of the Lender and that
     they cover all assets of each Borrower.

          (c) All Collateral Interests created in favor of the Lender at any
     time and from time to time secure all Liabilities, whether now existing or
     contemplated or hereafter arising.

          (d) All reasonable costs, expenses, and disbursements incurred by the
     Lender in connection with the Lender's relationship(s) with any Borrower
     shall be borne by the Borrowers.

          (e) Unless otherwise explicitly provided herein, the Lender's consent
     to any action of any Borrower which is prohibited unless such consent is
     given may be given or refused by the Lender in its sole discretion and
     without reference to Section 0 hereof.

     516. -Participations: The Lender may sell participations in the Lender's
interests herein to one or more financial institutions (each, a "Participant").

     517. -Right of Set-Off. Any and all deposits or other sums at any time
credited by or due to any Borrower from the Lender or any Participant or from
any Affiliate of any of the foregoing, and any cash, securities, instruments or
other property of any Borrower in the possession of any of the foregoing,
whether for safekeeping or otherwise (regardless of the reason such Person had
received the same) shall at all times constitute security for all Liabilities
and for any and all obligations of each Borrower to the Lender or any
Participant or such Affiliate and may be applied or set off against the
Liabilities and against such obligations at any time, whether or not such are
then due and whether or not other collateral is then available to the Lender.


<PAGE>

     518. -Pledges To Federal Reserve Banks: Nothing included in this Agreement
shall prevent or limit the Lender, to the extent that the Lender is subject to
any of the twelve Federal Reserve Banks organized under ss.4 of the Federal
Reserve Act (12 U.S.C. ss.341) from pledging all or any portion of that Lender's
interest and rights under this Agreement, provided, however, neither such pledge
nor the enforcement thereof shall release the Lender from any of its obligations
hereunder or under any of the Loan Documents.

     519. -Maximum Interest Rate.

          (a) Notwithstanding anything to the contrary in this Agreement or
     otherwise, (i) if at any time the amount of interest hereunder would exceed
     the amount of such interest computed upon the basis of the maximum rate of
     interest permitted by applicable state or federal law in effect from time
     to time hereafter (the "Maximum Legal Rate"), the interest payable under
     this Agreement shall be computed upon the basis of the Maximum Legal Rate,
     but any subsequent reduction in the Term Loan Interest Rate or Default
     Rate, as applicable, shall not reduce such interest thereafter payable
     hereunder below the amount computed on the basis of the Maximum Legal Rate
     until the aggregate amount of such interest accrued and payable under this
     Agreement equals the total amount of interest which would have accrued if
     such interest had been at all times computed solely on the basis of the
     Term Loan Interest Rate or Default Rate, as applicable; and (ii) unless
     preempted by federal law, the Term Loan Interest Rate or Default Rate, as
     applicable, from time to time in effect hereunder may not exceed the
     "weekly ceiling" from time to time in effect under Chapter 303 of the Texas
     Finance Code. If the applicable state or federal law is amended in the
     future to allow a greater rate of interest to be charged under this
     Agreement than is presently allowed by applicable state or federal law,
     then the limitation of interest hereunder shall be increased to the maximum
     rate of interest allowed by applicable state or federal law as amended,
     which increase shall be effective hereunder on the effective date of such
     amendment, and all interest charges owing to the Lender by reason thereof
     shall be payable in accordance with Section 2:2-4(a)(i) hereof.

          (b) Excess Interest. No agreements, conditions, provisions or
     stipulations contained in this Agreement or any other instrument, document
     or agreement between Borrower and Lender or Event of Default of Borrower,
     or the exercise by Lender of the right to accelerate the payment of the
     maturity of principal and interest, or to exercise any option whatsoever
     contained in this Agreement or any other Loan Document, or the arising of
     any contingency whatsoever, shall

<PAGE>

     entitle the Lender to contract for, charge, or receive, in any event,
     interest exceeding the Maximum Legal Rate. In no event shall Borrower be
     obligated to pay interest exceeding such Maximum Legal Rate and all
     agreements, conditions or stipulations, if any, which may in any event or
     contingency whatsoever operate to bind, obligate or compel Borrower to pay
     a rate of interest exceeding the Maximum Legal Rate, shall be without
     binding force or effect, at law or in equity, to the extent only of the
     excess of interest over such Maximum Legal Rate. In the event any interest
     is contracted for, charged or received in excess of the Maximum Legal Rate
     ("Excess Interest"), Borrower acknowledges and stipulates that any such
     contract, charge, or receipt shall be the result of an accident and bona
     fide error, and that any Excess received by the Lender shall be applied,
     first, to reduce the principal then unpaid hereunder; second, to reduce the
     other Liabilities; and third, returned to Borrower, it being the intention
     of the parties hereto not to enter at any time into a usurious or otherwise
     illegal relationship. Borrower recognizes that, with fluctuations in the
     Maximum Legal Rate, such a result could inadvertently occur. By the
     execution of this Agreement, Borrower covenants that (i) the credit or
     return of any Excess Interest shall constitute the acceptance by Borrower
     of such Excess Interest, and (ii) Borrower shall not seek or pursue any
     other remedy, legal or equitable, against Lender, based in whole or in part
     upon contracting for, charging or receiving of any interest in excess of
     the maximum authorized by applicable law. For the purpose of determining
     whether or not any Excess Interest has been contracted for, charged or
     received by Lender, all interest at any time contracted for, charged or
     received by Lender in connection with this Agreement shall be amortized,
     prorated, allocated and spread in equal parts during the entire term of
     this Agreement.

          (c) Incorporation by this Reference. The provisions of Section
     13:13-19(b) shall be deemed to be incorporated into every document or
     communication relating to the Liabilities which sets forth or prescribes
     any account, right or claim or alleged account, right or claim of Lender
     with respect to Borrower (or any other obligor in respect of Liabilities),
     whether or not any provision of Section 13:13-19(b) is referred to therein.
     All such documents and communications and all figures set forth therein
     shall, for the sole purpose of computing the extent of the Liabilities and
     obligations of the Borrowers (or any other obligor) asserted by Lender
     thereunder, be automatically re-computed by the Borrowers or any obligor,
     and by any court considering the same, to give effect to the adjustments or
     credits required by Section 13:13-19(b).


<PAGE>

     520. -Waivers.

          (a) Each Borrower (and all guarantors, endorsers, and sureties of the
     Liabilities) make each of the waivers included in Section (b), below,
     knowingly, voluntarily, and intentionally, and understands that the Lender,
     in establishing the facilities contemplated hereby and in providing loans
     and other financial accommodations to or for the account of the Borrowers
     as provided herein, whether not or in the future, is relying on such
     waivers.

          (b) EACH BORROWER, AND EACH SUCH GUARANTOR, ENDORSER, AND SURETY
     RESPECTIVELY WAIVES THE FOLLOWING:

               (ii) Except as otherwise specifically required hereby, notice of
          non-payment, demand, presentment, protest and all forms of demand and
          notice, both with respect to the Liabilities and the Collateral.

               (iii) Except as otherwise specifically required hereby, the right
          to notice and/or hearing prior to the Lender's exercising of the
          Lender's rights upon default.

               (iv) THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY
          IN WHICH THE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR
          CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER OR IN WHICH THE
          LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY
          ARISES OUT OF OR IS IN RESPECT OF, ANY RELATIONSHIP AMONGST OR BETWEEN
          ANY BORROWER OR ANY OTHER PERSON AND THE LENDER LIKEWISE WAIVES THE
          RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE OR CONTROVERSY).

               (v) The benefits or availability of any stay, limitation,
          hindrance, delay, or restriction (including, without limitation, any
          automatic stay which otherwise might be imposed pursuant to Section
          362 of the Bankruptcy Code) with respect to any action which the
          Lender may or may become entitled to take hereunder.

               (vi) Any defense, counterclaim, set-off, recoupment, or other
          basis on which the amount of any Liability, as stated on the books and
          records of the Lender, could be reduced or claimed to be paid
          otherwise than in accordance with the tenor of and written terms of
          such Liability.

               (vii) Any claim to consequential, special, or punitive damages.



<PAGE>





                                               ADVANCED TECHNICAL PRODUCTS, INC.
                                                              (" Lead Borrower")

                                        By_________________________________
                                             Name: Garrett L. Dominy
                                             Title: President

                                                                    "Borrowers":

                                               ADVANCED TECHNICAL PRODUCTS, INC.

                                        By_________________________________
                                             Name: Garrett L. Dominy
                                             Title: President

                                                                    ALCORE, INC.

                                        By_________________________________
                                             Name: Garrett L. Dominy
                                             Title: President

                                                  TECHNICAL PRODUCTS GROUP, INC.

                                        By_________________________________
                                             Name: Garrett L. Dominy
                                             Title: President

<PAGE>

                                                         MARION PROPERTIES, INC.

                                        By_________________________________
                                             Name: Garrett L. Dominy
                                             Title: President

                                                         DELAND PROPERTIES, INC.

                                        By_________________________________
                                             Name: Garrett L. Dominy
                                             Title: President

                                                        LINCOLN PROPERTIES, INC.

                                        By_________________________________
                                             Name: Garrett L. Dominy
                                             Title: President

                                                   BACK BAY CAPITAL FUNDING, LLC
                                                                      ("Lender")

                                        By_________________________________
                                             Name: Michael Pizette
                                             Title: Managing Director
