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EXHIBIT 10.11

MEGATEST CORPORATION

EXPORT-IMPORT BANK

LOAN AND SECURITY AGREEMENT
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TABLE OF CONTENTS
Page

1. DEFINITIONS AND CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. LOAN AND TERMS OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Revolving Advances . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Overadvances . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Interest Rates, Payments, and Calculations . . . . . . . . . . . . . 3
2.4 Crediting Payments . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.5 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.6 Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.7 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.8 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. CONDITIONS OF LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.1 Conditions Precedent to Initial Advance . . . . . . . . . . . . . . 4
3.2 Conditions Precedent to all Advances . . . . . . . . . . . . . . . . 5

4. CREATION OF SECURITY INTEREST . . . . . . . . . . . . . . . . . . . . . 5
4.1 Grant of Security Interest . . . . . . . . . . . . . . . . . . . . . 5
4.2 Delivery of Additional Documentation Required . . . . . . . . . . . 5
4.3 Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.4 Right to Inspect . . . . . . . . . . . . . . . . . . . . . . . . . . 6

5. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . 6
5.1 Domestic Loan Documents . . . . . . . . . . . . . . . . . . . . . . 6

6. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.1 Domestic Loan Documents . . . . . . . . . . . . . . . . . . . . . . 6
6.2 Terms of Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.3 Borrower Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.4 Notice in Event of Filing of Action for Debtor's Relief . . . . . . 6
6.5 Payment in Dollars . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.6 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . 7

7. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.1 Domestic Loan Documents . . . . . . . . . . . . . . . . . . . . . . 7
7.2 Loans to Shareholders or Affiliates . . . . . . . . . . . . . . . . 7
7.3 Ex-Im Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . 7

8. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.1 Payment Default . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.2 Covenant Default; Cross Default . . . . . . . . . . . . . . . . . . 7
8.3 Ex-Im Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . 7

9. BANK'S RIGHTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . 7
9.1 Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . 7
9.2 Ex-Im Direction . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.3 Ex-Im Notification . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.4 Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . 9

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10. WAIVERS; INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . 9
10.1 Demand; Protest . . . . . . . . . . . . . . . . . . . . . . . . . . 9
10.2 Bank's Liability for Inventory . . . . . . . . . . . . . . . . . . . 9
10.3 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 9

11. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER . . . . . . . . . . . . . 10

13. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . 10
13.1 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 10
13.2 Time of Essence . . . . . . . . . . . . . . . . . . . . . . . . . . 10
13.3 Severability of Provisions . . . . . . . . . . . . . . . . . . . . . 10
13.4 Amendments in Writing . . . . . . . . . . . . . . . . . . . . . . . 10
13.5 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
13.6 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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This LOAN AND SECURITY AGREEMENT is entered into as of February 9, 1995, by
and between BANK OF THE WEST ("Bank") and MEGATEST CORPORATION ("Borrower").

RECITALS

A. Borrower has entered into a Loan and Security Agreement with Bank,
together with related documents.
B. Borrower and Bank desire in this Agreement to set forth their agreement
with respect to a working capital facility to be guaranteed by Export-Import
Bank of the United States.

AGREEMENT

The parties agree as follows:

1. DEFINITIONS AND CONSTRUCTION

1.1 Definitions. Except as otherwise defined, terms that are capitalized
in this Agreement shall have the meaning assigned in the Domestic Loan
Documents. As used in this Agreement, the following terms shall have the
following definitions:

"Bank Expenses" means all: reasonable costs or expenses (including
reasonable attorneys' fees and expenses) incurred in connection with the
preparation, negotiation, administration, and enforcement of the Loan
Documents, including any costs incurred in relation to opposing or seeking to
obtain relief from any stay or restructuring order prohibiting Bank from
exercising its rights as a secured creditor, foreclosing upon or disposing of
Collateral, or such related matters; fees that Bank pays to Ex-Im Bank in
consideration of the issuance of the Ex-Im Guarantee; and Bank's reasonable
attorneys' fees and expenses incurred in amending, enforcing or defending the
Loan Documents, whether or not suit is brought.

"Borrower Agreement" means the Export-Import Bank of the United States
Working Capital Guarantee Program Borrower Agreement between Borrower and Bank.

"Borrowing Base" has the meaning set forth in Section 2.1 hereof.

"Domestic Loan Documents" means the Loan and Security Agreement between
Bank and Borrower dated as of December 15, 1994 as amended from time to time
and the instruments and documents executed in connection with that Agreement.

"Eligible Foreign Accounts" means those Accounts payable in United States
Dollars that arise in the ordinary course of Borrower's business from
Borrower's sale of Eligible Foreign Inventory (i) with respect to which the
account debtor is not a resident of the United States; and (ii) that have been
validly assigned and comply with all of Borrower's representations and
warranties to Bank; provided, that standards of eligibility may be fixed and
revised from time to time by Bank in Bank's reasonable judgment and upon
notification thereof to the Borrower in accordance with the provisions hereof.
Eligible Foreign Accounts shall not include the following:

(a) Accounts that the account debtor has failed to pay within ninety (90)
days of the original date of the invoice;

(b) Accounts with respect to which the account debtor is an officer,
employee, or agent of Borrower;

(d) Accounts with respect to which Borrower is liable to the account
debtor for goods sold or services rendered by the account debtor to Borrower,
but only to the extent of Borrower's liability to such account debtor;

(e) Accounts with respect to which the account debtor disputes liability
or makes any claim with respect thereto (but only to the extent of the amount
subject to such dispute or claim), or is subject to any Insolvency Proceeding,
or becomes insolvent, or goes out of business;

(f) Accounts generated by the sale of Products purchased for military
purposes;

(g) Accounts the collection of which Bank or Ex-Im Bank determines in its
reasonable judgment to be doubtful; and

(h) Accounts that are excluded from the Borrowing Base under the Borrower
Agreement.

"Eligible Foreign Inventory" means Inventory held by Borrower in the
United States, other than Inventory that is excluded from the Borrowing Base
under the Borrower Agreement.

"Ex-Im Bank" means Export-Import Bank of the United States.

"Ex-Im Committed Line" means Five Million Dollars ($5,000,000).

"Ex-Im Guarantee" means that certain Master Guarantee Agreement No.
CA-MGA-009 issued by Ex-Im Bank with respect to Borrower, as amended from time
to time, the terms of which are incorporated by reference into this Agreement.

"Loan Documents" means, collectively, this Agreement, any note or notes
executed by Borrower, and any other agreement entered into between Borrower and
Bank in connection with this Agreement, all as amended or extended from time to
time.

"Maturity Date" means the earlier of (i) the Maturity Date under the
Domestic Loan Documents or (ii) July 31, 1995.

2. LOAN AND TERMS OF PAYMENT

2.1 Revolving Advances. Subject to the terms and conditions of this
Agreement, Bank agrees to make revolving advances ("Advances") to Borrower in
an amount not to exceed the lesser of the Ex-Im Committed Line or the Borrowing
Base. For purposes of this Agreement "Borrowing Base" shall mean an amount
equal to the sum of (i) ninety percent (90%) of the Eligible Foreign Accounts
and (ii) seventy percent (70%) of Eligible Foreign Inventory. The value of
Eligible Foreign Inventory for the purpose of calculating the Borrowing Base
shall be the lesser of the cost or the wholesale fair market value of such
Eligible Foreign Inventory.

To evidence the Advances, Borrower shall execute and deliver to Bank on the
date hereof a promissory note (the "Note") in substantially the form attached
hereto as Exhibit B.

Whenever Borrower desires an Advance, Borrower will notify Bank by facsimile
transmission or telephone no later than 11:00 a.m. California time, on the
Business Day that the Advance is to be made. Each such notification shall be
promptly confirmed by a Borrowing Certificate in substantially the form of

Schedule 2.1 hereto. In addition to the procedure set forth in the preceding
sentence, Bank is authorized to make Advances under this Agreement, based upon
written instructions received from a Responsible Officer or without
instructions if in Bank's discretion such Advances are necessary to meet
Obligations which have become due and remain unpaid. Bank will credit the
amount of Advances made under this Section 2.1 to Borrower's deposit account.
Amounts borrowed pursuant to this Section 2.1 may be repaid and re-borrowed at
any time during the term of this Agreement so long as no Event of Default has
occurred and is continuing.

2.2 Overadvances. If, at any time or for any reason, the amount of
Obligations pursuant to this Agreement owed by Borrower to Bank pursuant to
Section 2.1 of this Agreement is greater than the lesser of (i) the Borrowing
Base or (ii) the Ex-Im Committed Line, at the option of Bank, (i) Borrower
shall immediately pay to Bank, in cash, the amount of such excess, or (ii)
Borrower shall furnish additional collateral to Bank in form and amount
satisfactory to Bank and Ex-Im Bank.

2.3 Interest Rates, Payments, and Calculations.

(a) Interest Rate. Except as specified to the contrary in any Loan
Document, the Obligations under this Agreement shall bear interest, on the
average Daily Balance, at a rate equal to One Half Percentage Point (0.5%)
above the Prime Rate.

(b) Default Rate. All Obligations shall bear interest, from and after
the occurrence of an Event of Default, at a rate equal to five (5) percentage
points above the rate that applied immediately prior to the occurrence of the
Event of Default.

(c) Payments. Interest hereunder shall be due and payable on the last
Business Day of each calendar month during the term hereof. Bank shall, at its
option, charge such interest, all Bank Expenses, and all Periodic Payments
against Borrower's deposit account or against the Ex- Im
Committed Line, in which case those amounts shall thereafter accrue interest at
the rate then applicable hereunder. Any interest not paid when due shall be
compounded by becoming a part of the Obligations, and such interest shall
thereafter accrue interest at the rate then applicable hereunder.

(d) Computation. In the event the Prime Rate is changed from time to
time hereafter, the applicable rate of interest hereunder shall be increased or
decreased contemporaneously with such change by an amount equal to such change
in the Prime Rate. All interest chargeable under the Loan Documents shall be
computed on the basis of a three hundred sixty (360) day year for the actual
number of days elapsed.

2.4 Crediting Payments. The receipt by Bank of any wire transfer of
funds, check, or other item of payment shall be immediately applied to
conditionally reduce Obligations, but shall not be considered a payment on
account unless such wire transfer is of immediately available federal funds and
is made to the appropriate deposit account of Bank or unless and until such
check or other item of payment is honored when presented for payment.
Notwithstanding anything to the contrary contained herein, any wire transfer or
payment received by Bank after 11:00 a.m. California time shall be deemed to
have been received by Bank as of the opening of business on the immediately
following Business Day.

2.5 Fees. Borrower shall pay to Bank the following fees:

(a) Financial Examination and Appraisal Fees. Bank's reasonable fees and
reasonable out-of-pocket expenses for Bank's initial audit of Borrower's
Accounts and Inventory, and for each subsequent appraisal of Collateral and
financial analysis and examination of Borrower performed from time to time by
Bank or its agents;

(b) Facility Fee. A facility fee equal to Twenty Five Thousand Dollars
($25,000), which fee shall be due and fully earned upon Bank's receipt of the
Ex-Im Guarantee;

(d) Bank Expenses. On the Closing Date, Bank Expenses incurred through
the Closing Date and, after the Closing Date, all Bank Expenses as they become
due.

2.6 Increased Costs. In case any law, regulation, treaty or official
directive or the interpretation or application thereof by any court or any
governmental authority charged with the administration thereof or the
compliance with any guideline or request of any central bank or other
governmental authority (whether or not having the force of law):

(a) subjects Bank to any tax with respect to payments of principal or
interest or any other amounts payable hereunder by Borrower or otherwise with
respect to the transactions contemplated hereby (except for taxes on the
overall net income of Bank imposed by the United States of America or any
political subdivision thereof); or

(b) imposes, modifies or deems applicable any deposit insurance, reserve,
special deposit or similar requirement against assets held by, or deposits in
or for the account of, or loans by, Bank; or

and the result of any of the foregoing is to increase the cost to Bank, reduce
the income receivable by Bank or impose any expense upon Bank with respect to
any loans, Bank shall notify Borrower thereof. Borrower agrees to pay to Bank
the amount of such increase in cost, reduction in income or additional expense
as and when such cost, reduction or expense is incurred or determined, upon
presentation by Bank of a statement in the amount and setting forth Bank's
calculation thereof, which statement shall be deemed true and correct absent
manifest error.

2.7 Term. This Agreement shall become effective upon acceptance by Bank
and shall continue in full force and effect for a term ending on the Maturity
Date, on which date all Obligations shall become immediately due and payable.
Notwithstanding the foregoing, Bank shall have the right to terminate this
Agreement immediately and without notice upon the occurrence of an Event of
Default and Borrower shall have the right to terminate this Agreement
immediately upon payment in full of its Obligations then outstanding hereunder.
Notwithstanding any termination of this Agreement, all of Bank's security
interest in all of the Collateral and all of the terms and provisions of this
Agreement shall continue in full force and effect until all Obligations have
been paid and performed in full, and no termination shall impair any right or
remedy of Bank, nor shall any such termination relieve Borrower of any
Obligation to Bank until all of the Obligations have been paid and performed in
full.

2.8 Use of Proceeds. Borrower will use the proceeds of Advances only for
the purposes specified in the Borrower Agreement. Borrower shall not use the
proceeds of the Advances for any purpose prohibited by the Borrower Agreement.

3. CONDITIONS OF LOANS

3.1 Conditions Precedent to Initial Advance. The obligation of Bank to
make the initial Advance is subject to the condition precedent that Bank shall
have received, in form and substance satisfactory to Bank, the following:

(a) this Agreement and the Note, each duly executed by Borrower;

(b) a certificate of the secretary of Borrower with respect to incumbency
and resolutions authorizing the execution and delivery of this Agreement;

(d) such other documents, and completion of such other matters, as Bank
may deem reasonably necessary or appropriate.

3.2 Conditions Precedent to all Advances. The obligation of Bank to make
each Advance, including the initial Advance, is further subject to the
following conditions:

(a) timely receipt by Bank of the Borrowing Certificate as provided in
Section 2.1;

(b) timely receipt by Bank of a copy of the executed firm written export
purchase order relating to the requested Advance, the payment terms of which
shall be acceptable to Bank; except that up to twenty percent (20%) of the
Committed Line may consist of Advances supported by a statement and breakdown
of costs demonstrating that Advances are only for documented U.S. Costs
associated with sales that will generate Eligible Foreign Accounts in lieu of a
firm written purchase order;

(d) the Ex-Im Guarantee shall be in full force and effect; and

(e) the representations and warranties contained in Section 5 shall be
true and accurate in all material respects on and as of the date of such
Borrowing Certificate and on the effective date of each Advance as though made
at and as of each such date, and no Event of Default (or event that, but for
the giving of notice or the lapse of time or both would constitute an Event of
Default) shall have occurred and be continuing, or would result from such
Advance.

The making of each Advance shall be deemed to be a representation and
warranty by Borrower on the date of such Advance as to the accuracy of the
facts referred to in subsection (b) of this Section 3.2.

4. CREATION OF SECURITY INTEREST

4.1 Grant of Security Interest. Borrower hereby grants to Bank a
continuing security interest in all presently existing and hereafter acquired
or arising Collateral in order to secure prompt repayment of any and all
Obligations and in order to secure prompt performance by Borrower of each of
its covenants and duties under the Loan Documents.

4.2 Delivery of Additional Documentation Required. Borrower shall from
time to time execute and deliver to Bank, at the request of Bank, all financing
statements and other documents that Bank may reasonably request, in form
satisfactory to Bank, to perfect and continue perfected Bank's security
interests in the Collateral and in order to fully consummate all of the
transactions contemplated under the Loan Documents.

4.3 Power of Attorney. Borrower hereby irrevocably appoints Bank (and any
of Bank's designated officers, or employees) as Borrower's true and lawful
attorney, with power to: (a) send requests for verification of Accounts; (b)
endorse Borrower's name on any checks or other forms of payment or security
that may come into Bank's possession; (c) sign the name of Borrower on any of
the documents described in Section 4.2; (d) sign Borrower's
name on any invoice or bill of lading relating to any Account, drafts against
account debtors, schedules and assignments of Accounts, verifications of
Accounts, and notices to account debtors; (e) make, settle, and adjust all
claims under and decisions with

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respect to Borrower's policies of insurance;
and (f) settle and adjust disputes and claims respecting the accounts directly
with account debtors, for amounts and upon terms which Bank determines to be
reasonable. The appointment of Bank as Borrower's attorney-in-fact, and each
of Bank's rights and powers, being coupled with an interest, is irrevocable
until all of the Obligations have been fully repaid and performed and Bank's
obligation to provide advances hereunder is terminated.

4.4 Right to Inspect. Each of Bank and Ex-Im Bank (through any of their
respective officers, employees, or agents) shall have the right, upon
reasonable prior notice, from time to time during Borrower's usual business
hours, to inspect Borrower's Books, facilities and activities, and to check,
test, and appraise the Collateral in order to verify Borrower's financial
condition or the amount, condition of, or any other matter relating to, the
Collateral. Bank shall conduct semi-annual accounts receivable audits and
physical inspections of the Inventory at Borrower's expense, the results of
which audits shall be satisfactory to Bank. Borrower will cause its officers
and employees to give their full cooperation and assistance in connection
therewith.

5. REPRESENTATIONS AND WARRANTIES

Borrower represents, warrants and covenants as follows:

5.1 Domestic Loan Documents. The representations and warranties contained
in the Domestic Loan Documents are true and correct.

6. AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, until payment in full of the
Obligations, Borrower shall do all of the following:

6.1 Domestic Loan Documents. Borrower shall comply in all respects with
the provisions of the Domestic Loan Documents.

6.2 Terms of Sale. Borrower shall cause all sales of Products upon which
Advances are based either to be (i) supported by one or more irrevocable
letters of credit in an amount and of a tenor, naming a beneficiary and issued
by a financial institution acceptable to Bank or (ii) on open account to
creditworthy buyers that have been preapproved in writing by Bank and Ex-Im
Bank.

6.3 Borrower Agreement. Borrower shall comply with all of the terms of the
Borrower Agreement.

6.4 Notice in Event of Filing of Action for Debtor's Relief. Borrower
shall promptly notify Bank in writing of the occurrence of any of the
following: (1) Borrower begins or consents in any manner to any proceeding or
arrangement for its liquidation in whole or in part or to any other proceeding
or arrangement whereby any of its assets are subject generally to the payment
of its liabilities or whereby any receiver, trustee, liquidator or the like is
appointed for it or any substantial part of its assets (including without
limitation the filing by Borrower of a petition for appointment as a
debtor-in-possession under Title 11 of the U.S. Code); (2) Borrower fails to
obtain the dismissal or stay on appeal within thirty (30) calendar days of the
commencement of any proceeding arrangement referred to in (1) above; (3)
Borrower begins any other procedure for the relief of financially distressed or
insolvent debtors, or such procedure has been commenced against it, whether
voluntarily or involuntarily, and such procedure has not been effectively
terminated, dismissed or stayed within thirty (30) calendar days after the
commencement thereof, or (4) Borrower begins any procedure for its dissolution,
or a procedure therefor has been commenced against it.

6.5 Payment in Dollars. Borrower shall require payment in United States
Dollars for the Products, unless Ex-Im Bank otherwise agrees in writing.

6.6 Further Assurances. At any time and from time to time Borrower shall
execute and deliver such further instruments and take such further action as
may reasonably be requested by Bank to effect the purposes of this Agreement.

7. NEGATIVE COVENANTS

Borrower covenants and agrees that, so long as any credit hereunder shall be
available and until payment in full of the Obligations, Borrower will not do
any of the following, or enter into any agreement to do any of the following:

7.1 Domestic Loan Documents. Violate or otherwise fail to comply with any
provision of the Domestic Loan Documents.

7.2 Loans to Shareholders or Affiliates. Without Ex-Im Bank's prior
written consent, make any loans to any shareholder or entity affiliated with
Borrower. As used in this Section 7.2, the term "loan" does not include
salary, rent paid to an affiliated entity owned by the shareholders, or to
other expenses incurred in the ordinary course of Borrower's business.

7.3 Ex-Im Guarantee. Take any action, or permit any action to be taken,
that causes or, with the passage of time, could reasonably be expected to
cause, the Ex-Im Guarantee to cease to be in full force and effect.

8. EVENTS OF DEFAULT

Any one or more of the following events shall constitute an Event of Default
by Borrower under this Agreement:

8.1 Payment Default. If Borrower fails to pay when due and payable, or
when declared in accordance with the terms hereof due and payable, any portion
of the Obligations (whether of principal, interest (including any interest
which, but for the provisions of the United States Bankruptcy Code, would have
accrued on such accounts), fees and charges due Bank, taxes, reimbursement of
Bank Expenses, or otherwise);

8.2 Covenant Default; Cross Default. If Borrower fails or
neglects to perform, keep, or observe any material term, provision, condition,
covenant, or agreement contained in this Agreement, in any of the Domestic Loan
Documents, the Borrower Agreement or the Loan Documents, or an Event of Default
occurs under any of the Domestic Loan Documents or the Borrower Agreement; or

8.3 Ex-Im Guarantee. If the Ex-Im Guarantee ceases for any reason to be
in full force and effect, or if the Ex-Im Bank declares the Ex-Im Guarantee
void or revokes or purports to revoke any obligations under the Ex-Im
Guarantee.

9. BANK'S RIGHTS AND REMEDIES

9.1 Rights and Remedies. Upon the occurrence of an Event of Default, Bank
may, at is election, without notice and without demand, do any one or more of
the following:

(a) Declare all Obligations, whether evidenced by this Agreement, by any
of the other Loan Documents, or otherwise, immediately due and payable;

(b) Cease advancing money or extending credit to or for the benefit of
Borrower under this Agreement or under any other agreement between Borrower and
Bank;

(c) Settle or adjust disputes and claims directly with account debtors
for amounts, upon terms and in whatever order that Bank reasonably considers
advisable;

(d) Notify customers of Borrower or other third parties to pay any
amounts owing to Borrower directly to Bank;

(e) Without notice to or demand upon Borrower, make such payments and do
such acts as Bank considers necessary or reasonable to protect its security
interest in the Collateral. Borrower agrees to assemble the Collateral if Bank
so requires, and to make the Collateral available to Bank as Bank may
designate. Borrower authorizes Bank to enter the premises where the Collateral
is located, to take and maintain possession of the Collateral, or any part of
it, and to pay, purchase, contest, or compromise any encumbrance, charge, or
lien which in Bank's determination appears to be prior or superior to its
security interest and to pay all expenses incurred in connection therewith.
With respect to any of Borrower's owned premises, Borrower hereby grants Bank a
license to enter into possession of such premises and to occupy the same,
without charge, for up to one hundred twenty (120) days in order to exercise
any of Bank's rights or remedies provided herein, at law, in equity, or
otherwise;

(f) Set off and apply to the Obligations any and all (i) balances and
deposits of Borrower held by Bank, or (ii) indebtedness at any time owing to or
for the credit or the account of Borrower held by Bank;

(g) Ship, reclaim, recover, store, finish, maintain, repair, prepare for
sale, advertise for sale, and sell (in the manner provided for herein) the
Collateral. Bank is hereby granted a license or other right,
solely pursuant to the provisions of this section 9.1, to use, without charge,
Borrower's labels, patents, copyrights, rights of use of any name, trade
secrets, trade names, trademarks, service marks, and advertising matter, or any
property of a similar nature, as it pertains to the Collateral, in completing
production of, advertising for sale, and selling any Collateral and, in
connection with Bank's exercise of its rights under this section 9.1,
Borrower's rights under all licenses and all franchise agreements shall inure
to Bank's benefit;

(h) Sell the Collateral at either a public or private sale, or both, by
way of one or more contracts or transactions, for cash or on terms, in such
manner and at such places (including Borrower's premises) as Bank determines is
commercially reasonable;

(i) Bank may credit bid and purchase at any public sale; and

(j) Any deficiency that exists after disposition of the Collateral as
provided above will be paid immediately by Borrower.

9.2 Ex-Im Direction. Upon the occurrence of an Event of Default, Ex-Im
Bank shall have a right to: (i) direct Bank to exercise the remedies specified
in section 9.1 and (ii) request that Bank accelerate the maturity of any other
loans to Borrower as to which Bank has a right to accelerate.

9.3 Ex-Im Notification. Bank shall have the right to immediately notify
Ex-Im Bank in writing if it has knowledge of the occurrence of any of the
following events: (1) any failure to pay any amount due under this Loan
Agreement or the Note; (2) the Borrowing Base is less than the sum of
outstanding Advances hereunder; (3) any failure to pay when due any amount
payable to Bank by the Borrower under any loan(s) extended by Bank to Borrower;
(4) the filing of an action for debtor's relief by, against, or on behalf of
Borrower, or (5) any threatened or pending material litigation against
Borrower, or any material dispute involving Borrower.

In the event that it sends such a notification to Ex-Im Bank, Bank shall have
the right to thereafter send Ex-Im Bank a written report on the status of the
events covered by said notification on

12
each Business Day which occurs every thirty (30) calendar days after
the date of said notification, until such time as Bank files a claim with
Ex-Im Bank or said default or other events have been cured.

Bank shall not have any obligation to make any Advances following said
notification to Ex-Im Bank, unless Ex-Im Bank gives its written approval
thereto.

If directed to do so by Ex-Im Bank, Bank shall have a right promptly to
exercise any rights it may have against Borrower to demand the immediate
repayment of all amounts outstanding under the Loan Documents.

9.4 Remedies Cumulative. Bank's rights and remedies under this Agreement,
the Loan Documents, and all other agreements shall be cumulative. Bank shall
have all other rights and remedies not inconsistent herewith as
provided under the Code, by law, or in equity. No exercise by Bank of one
right or remedy shall be deemed an election, and no waiver by Bank of any Event
of Default on Borrower's part shall be deemed a continuing waiver. No delay by
Bank shall constitute a waiver, election, or acquiescence by it.

10. WAIVERS; INDEMNIFICATION

10.1 Demand; Protest. Borrower waives demand, protest, notice of protest,
notice of default or dishonor, notice of payment and nonpayment, notice of any
default, nonpayment at maturity, release, compromise, settlement, extension, or
renewal of accounts, documents, instruments, chattel paper, and guarantees at
any time held by Bank on which Borrower may in any way be liable.

10.2 Bank's Liability for Inventory. So long as Bank complies with its
obligations, if any, under Section 9207 of the Code, Bank shall not in any way
or manner be liable or responsible for: (a) the safekeeping of the Collateral;
(b) any loss or damage thereto occurring or arising in any manner or fashion
from any cause; (c) any diminution in the value thereof; or (d) any act or
default of any carrier, warehouseman, bailee, forwarding agency, or other
person whomsoever. All risk of loss, damage or destruction of the Collateral
shall be borne by Borrower.

10.3 Indemnification. Borrower agrees to defend, indemnify and hold
harmless Bank and its officers, employees, and agents against: (a) all
obligations, demands, claims, and liabilities claimed or asserted by any other
party in connection with the transactions contemplated by this Agreement, and
(b) all losses or Bank Expenses in any way suffered, incurred, or paid by Bank
as a result of or in any way arising out of, following, or consequential to
transactions between Bank and Borrower whether under this Agreement, or
otherwise (including without limitation attorneys fees and expenses), except
for losses caused by Bank's gross negligence or willful misconduct.

11. NOTICES

Unless otherwise provided in this Agreement, all notices or demands by any
party relating to this Agreement or any other agreement entered into in
connection herewith shall be in writing and (except for financial statements
and other informational documents which may be sent by first-class mail,
postage prepaid) shall be personally delivered or sent by certified mail,
postage prepaid, return receipt requested, or by prepaid telefacsimile to
Borrower or to Bank, as the case may be, at its address set forth below:

If to Borrower: Megatest Corporation
1321 Ridder Park Drive
San Jose, CA 95131-2306
Attn: Melvin L. Flanagan
Fax: (408) 451-3202

If to Bank: Bank of the West
50 West San Fernando St., 2nd Fl.
San Jose, CA 95113
Attn: Daniel W. Corry
Fax: (408) 947-5117

The parties hereto may change the address at which they are to receive
notices hereunder, by notice in writing in the foregoing manner given to the
other.

12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER

This Agreement shall be governed by, and construed in accordance with, the
internal laws of the State of California, without regard to principles of
conflicts of law. Each of Borrower and Bank hereby submits to the exclusive
jurisdiction of the state and Federal courts located in the County of Santa
Clara, State of California. BORROWER AND BANK HEREBY WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS.

13. GENERAL PROVISIONS

13.1 Successors and Assigns. This Agreement shall bind and inure to the
benefit of the respective successors and permitted assigns of each of the
parties; provided, however, that neither this Agreement nor any rights
hereunder may be assigned by Borrower without Bank's prior written consent,
which consent may be granted or withheld in Bank's sole discretion. Bank shall
have the right without the consent of or notice to Borrower to sell, transfer,
negotiate, or grant participations in all or any part of, or any interest in
Bank's rights and benefits hereunder.

13.2 Time of Essence. Time is of the essence for the performance of all
obligations set forth in this Agreement.

13.3 Severability of Provisions. Each provision of this Agreement shall be
severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of any specific provision.

13.4 Amendments in Writing. This Agreement cannot be changed or terminated
orally. Without the prior written consent of Ex-Im Bank, no material amendment
of or deviation from the terms of this Agreement or the Note shall be made that
would adversely affect the interests of Ex- Im Bank under the Ex-Im Guarantee,
including without limitation the rescheduling of any payment terms provided for
in this Agreement. All prior agreements, understandings, representations,
warranties, and negotiations between the parties hereto with respect to the
subject matter of this Agreement, if any, are merged into this Agreement.

13.5 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of
which, when taken together, shall constitute but one and the same Agreement.

13.6 Survival. All covenants, representations and warranties made in this
Agreement shall continue in full force and effect so long as any Obligations
remain outstanding. The obligations of Borrower to indemnify Bank with respect
to the expenses, damages, losses, costs and liabilities described
in Section 10.3 shall survive until all applicable statute of limitations
periods with respect to actions that may be brought against Bank have run.

14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

MEGATEST CORPORATION

By: /s/ MELVIN L. FLANIGAN
--------------------------------
Title: Corporate Controller
------------------------------
By:
---------------------------------
Title:
------------------------------

BANK OF THE WEST

By: /s/ DANIEL W. CORRY
------------------------------
Daniel W. Corry
Vice President

EXHIBIT A

The Collateral shall consist of all right, title and interest of
Borrower in and to the following:

(a) All goods and equipment now owned or hereafter acquired,
including, without limitation, all machinery, fixtures, vehicles (including
motor vehicles and trailers), and any interest in any of the foregoing, and all
attachments, accessories, accessions, replacements, substitutions, additions,
and improvements to any of the foregoing, wherever located;

(b) All inventory, now owned or hereafter acquired, including,
without limitation, all merchandise, raw materials, parts, supplies, packing
and shipping materials, work in process and finished products including such
inventory as is temporarily out of Borrower's custody or possession or in
transit and including any returns upon any accounts or other proceeds,
including insurance proceeds, resulting from the sale or disposition of any of
the foregoing and any documents of title representing any of the above, and
Borrower's Books relating to any of the foregoing;

(c) All contract rights and general intangibles now owned or
hereafter acquired, including, without limitation, goodwill, trademarks,
servicemarks, trade styles, trade names, patents, patent applications, leases,
license agreements, franchise agreements, blueprints, drawings, purchase
orders, customer lists, route lists, infringements, claims, computer programs,
computer discs, computer tapes, literature, reports, catalogs, design rights,
income tax refunds, payments of insurance and rights to payment of any kind;

(d) All now existing and hereafter arising accounts, contract
rights, royalties, license rights and all other forms of obligations owing to
Borrower arising out of the sale or lease of goods, the licensing of technology
or the rendering of services by Borrower, whether or not earned by performance,
and any and all credit insurance, guaranties, and other security therefor, as
well as all merchandise returned to or reclaimed by Borrower and Borrower's
Books relating to any of the foregoing;

(e) All documents, cash, deposit accounts, securities, letters of
credit, certificates of deposit, instruments and chattel paper now owned or
hereafter acquired and Borrower's Books relating to the foregoing;

(f) All copyright rights, copyright applications, copyright
registrations and like protections in each work of authorship and derivative
work thereof, whether published or unpublished, now owned or hereafter
acquired; all trade secret rights, including all rights to unpatented
inventions, know-how, operating manuals, license rights and agreements and
confidential information, now owned or hereafter acquired; all mask work or
similar rights available for the protection of semiconductor chips, now owned
or hereafter acquired; all claims for damages by way of any past, present and
future infringement of any of the foregoing; and

(g) Any and all claims, rights and interests in any of the above
and all substitutions for, additions and accessions to and proceeds thereof.

16
EXHIBIT B
Revolving Promissory Note
(Export-Import Line)

$5,000,000 San Jose, California
February __, 1995

FOR VALUE RECEIVED, the undersigned, Megatest Corporation (the
"Borrower"), promises to pay to the order of Bank of the West ("Bank"), at such
place as the holder hereof may designate, in lawful money of the United States
of America, the aggregate unpaid principal amount of all advances ("Advances")
made by Bank to Borrower under the terms of this Note, up to a maximum
principal amount of Five Million Dollars ($5,000,000). Borrower shall also pay
interest on the aggregate unpaid principal amount of such Advances at the rates
and in accordance with the terms of the Export-Import Bank Loan and Security
Agreement between Borrower and Bank of even date herewith, as amended from time
to time (the "Loan Agreement") on the last Business Day of each month after an
Advance has been made. The entire principal amount and all accrued interest
shall be due and payable on July 31, 1995, or on such earlier date, as provided
for in the Loan Agreement.

Borrower irrevocably waives the right to direct the application of any
and all payments at any time hereafter received by Bank from or on behalf of
Borrower, and Borrower irrevocably agrees that Bank shall have the continuing
exclusive right to apply any and all such payments against the then due and
owing obligations of Borrower as Bank may deem advisable. In the absence of a
specific determination by Bank with respect thereto, all payments shall be
applied in the following order: (a) then due and payable fees and expenses; (b)
then due and payable interest payments and mandatory prepayments; and (c) then
due and payable principal payments and optional prepayments.

Bank is hereby authorized by Borrower to endorse on Bank's books and
records each Advance made by Bank under this Note and the amount of each
payment or prepayment of principal of each such Advance received by Bank; it
being understood, however, that failure to make any such endorsement (or any
errors in notation) shall not affect the obligations of Borrower with respect
to Advances made hereunder, and payments of principal by Borrower shall be
credited to Borrower notwithstanding the failure to make a notation (or any
errors in notation) thereof on such books and records.

Borrower promises to pay Bank all reasonable costs and reasonable
expenses of collection of this Note and to pay all reasonable attorneys' fees
incurred in such collection or in any suit or action to collect this Note or in
any appeal thereof. Borrower waives presentment, demand, protest, notice of
protest, notice of dishonor, notice of nonpayment, and any and all other
notices and demands in connection with the delivery, acceptance, performance,
default or enforcement of this Note, as well as any applicable statute of
limitations. No delay by Bank in exercising any power or right hereunder shall
operate as a waiver of any power or right. Time is of the essence as to all
obligations hereunder.

This Note is issued pursuant to the Loan Agreement, which shall govern
the rights and obligations of Borrower with respect to all obligations
hereunder.
This Note shall be deemed to be made under, and shall be construed in
accordance with and governed by, the laws of the State of California, excluding
conflicts of laws principles.

MEGATEST CORPORATION

By:
-----------------------------------
Title:
--------------------------------
By:
-----------------------------------
Title:
--------------------------------
13
17

SCHEDULE 2.1

BORROWING CERTIFICATE

The undersigned hereby certifies as follows:

I, ____________________________, am the duly elected and acting
____________________________ of Megatest Corporation ("Borrower").

This certificate is delivered pursuant to Section 2.1 of that certain
Loan and Security Agreement (Export-Import Bank) dated as of December 21, 1994
(the "Loan Agreement") by and between Borrower and Bank of the West ("Bank").
The terms used in this Borrowing Certificate which are defined in the Loan
Agreement have the same meaning herein as ascribed to them therein.

Borrower is confirming its telephone request made on _____________,
19__ for an Advance as follows:

(a) The date on which the Advance is to be made is
______________, 19__.

(b) The amount of the Advance is to be $______________.

As of the date of the telephone request for and Advance confirmed by
this Borrowing Certificate, all representations and warranties of Borrower
stated in the Loan Agreement are true, accurate and complete in all material
respects and Borrower is in compliance with all terms and conditions of the
Ex-Im Guarantee; provided, however, that those representations and warranties
expressly referring to another date shall be true, accurate and complete in all
material respects as of such date.

IN WITNESS WHEREOF, this Borrowing Certificate is executed by the
undersigned as of this _______ day of ______________, 199___.

MEGATEST CORPORATION

By:
------------------------------
Title:
---------------------------

SCHEDULE 1 TO EXPORT CERTIFICATE

1. Export Accounts Receivable $___________

Minus:
__________ a. Open account receivables more than 90 $___________
days past invoice date;

__________ b. Intercompany receivables; $___________

__________ c. Receivables covered by letters of credit, $___________
until the goods referenced in the L/C
have been shipped;

__________ d. Receivables which Eximbank or Bank of $___________
the West have designated uncollectible;

__________ e. Receivables from buyers in countries in $___________
which Eximbank is unable to do business
as designated in the Country Limitations
Schedule, whether for commercial or
political reasons;

__________ f. Receivables payable in currency other $___________
than U.S. dollars; and

__________ g. Receivables from a military buyer or $___________
receivables generated by the sale of
defense articles or services.

(If there is no corresponding balance for an ineligible
account, certify this fact by checking the space next to
the account designation.)

2. Total Ineligible Accounts $___________

3. Eligible Export Accounts Receivable (Line 1 less Line 2) $___________

4. Funds Available Against Export Accounts Receivable (90% of Line 3) $___________

5. Total Export Related Inventory as of ______________ (Valued at $___________
lower of cost or market)

1
19

Minus:

__________ a. Inventory not physically located in the $___________
U.S.;

__________ b. Demonstration inventory or inventory $___________
sold on consignment;

__________ c. Inventory consisting of proprietary $___________
software;

__________ d. Inventory which is damaged, obsolete, $___________
returned, defective, recalled, or unfit
for further processing;

__________ e. Inventory which has been previously $___________
exported from the U.S.

__________ f. Inventory which constitutes defense $___________
articles or defense services;

__________ g. Inventory destined for shipment to a $___________
country in which Eximbank is unable to
do business as designated in the Country
Limitations Schedule, whether for
commercial or political reasons; and

__________ h. Any inventory to be incorporated into $___________
Items whose sale would result in an
ineligible Account Receivable.

(If there is no corresponding balance for an ineligible
account, certify this fact by checking the space next to
the account designation.)

6. Total Ineligible Inventory: $___________

7. Eligible Inventory (Line 5 less Line 6) $___________

8. Total Firm Written Export Purchase Orders and Sales Contracts $___________
Covering Existing Inventory

9. Funds Available Against Inventory (The Lesser of (a) Line 8 or $___________
(b) 70% of Line 7)

10. Total Funds Available (Lesser of (a) Line 4 plus Line 9 or $___________
(b) $5,000,000)

11. Eximbank Loan Balance Presently Outstanding $___________

12. Availability $___________

2
20
Revolving Promissory Note

$5,000,000
San Jose, California
February ____, 1995

This Note is issued pursuant to the Loan Agreement, which shall govern
the rights and obligations of Borrower with respect to all obligations
hereunder.

PA1\365270.02
February 9, 1995
21
This Note shall be deemed to be made under, and shall be construed in
accordance with and governed by, the laws of the State of California, excluding
conflicts of laws principles.

MEGATEST CORPORATION

By:

Title:

By:

Title:

PA1\365270.02
February 9, 1995 4