Sanwa Bank California

ACCOUNTS RECEIVABLE CREDIT AGREEMENT

This Accounts Receivable Credit Agreement ("Agreement") is made and entered into this 19th day of April 1996 by and between SANWA BANK CALIFORNIA (the "Bank") and ATG INC. (the "Borrower").

SECTION I

DEFINITIONS

1.01 Certain Defined Terms. Unless elsewhere defined in this Agreement the following terms shall have the following meanings (such meanings to be generally applicable to the singular and plural forms of the terms defined):

A. "Account Debtor" shall mean the person or entity obligated to the Borrower upon an account.

B. "Advance" shall mean an advance to the Borrower under any line of credit facility or similar facility provided for in Section II of this Agreement which provides for draws by the Borrower against an established credit line.

C. "Borrowing Base" shall mean, as determined by the Bank from time to time, the lesser of: (i) 90% of the aggregate amount of Eligible Accounts of the Borrower; or (ii)$4,000,000.00.

D. "Business Day" shall mean a day, other than a Saturday or Sunday, on which commercial banks are open for business in California.

E. "Collateral" shall mean the property in which the Bank is granted a security interest pursuant to provisions of the section herein entitled "Collateral", together with any other personal or real property in which the Bank may be granted a lien or security interest to secure payment of the Obligations.

F. "Debt" shall mean all liabilities of the Borrower less Subordinated Debt.

G. "Effective Tangible Net Worth" shall mean the Borrower's stated net worth plus Subordinated Debt but less all intangible assets of the Borrower (i.e., goodwill, trademarks, patents, copyrights, organization expense and similar intangible items).

H. "Eligible Account" shall mean, at any time, the gross amount, less returns, discounts, credits or offsets of any nature, of the trade accounts owing to the Borrower by Account Debtors containing selling terms not exceeding 30 days but excluding the following:

(i) Accounts with respect to which the Account Debtor is an officer, employee or agent of the Borrower.

(ii) Accounts with respect to which goods are placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor may be conditional.

Accounts with respect to which the Account Debtor is not a resident of the United States except to the extent such accounts are supported by adequate......

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