SUBORDINATED LOAN AND SECURITY AGREEMENT



         THIS AGREEMENT (the "Agreement"), dated as of June 11, 1999, is entered

into by and between Adesso Specialty Services Organization, Inc., a California

corporation, with its chief executive office and principal place of business

located at 101 Park Center Plaza, Suite 1200, San Jose Ca 95113 (the "Borrower")

and Comdisco, Inc., a Delaware corporation, with its principal place of business

located at 6111 North River Road, Rosemont, Illinois 60018 (the "Lender" or

sometimes, "Comdisco"). In consideration of the mutual agreements contained

herein, the parties hereto agree as follows:



                                    RECITALS



         WHEREAS, Borrower has requested Lender to make available to Borrower a

loan or loans up to an aggregate principal amount of Three Million Five Hundred

Thousand Dollars ($3,500,000) (as the same may from time to time be amended,

modified, supplemented or revised, individually or collectively referred to as

the "Loan(s)"), which would be evidenced by Subordinated Promissory Note(s)

executed by Borrower substantially in the form of EXHIBIT A hereto (as the same

may from time to time be amended, modified, supplemented or restated the

"Note(s)") to be made available in two (2) parts of One Million Seven Hundred

Fifty Thousand Dollars ($1,750,000) each ("Part I") and ("Part II");



         WHEREAS, Lender is willing to make the Loan(s) on the terms and

conditions set forth in this Agreement;



         WHEREAS, Lender and Borrower agree any Loan(s) hereunder shall be

subordinate to Senior Debt (as defined herein) to the extent set forth in the

Subordination Agreement (as defined herein); and



         WHEREAS, Borrower has also given Lender certain rights to purchase the

Borrower's Preferred Stock under terms and conditions set forth in this

Agreement.



                                    AGREEMENT



         NOW, THEREFORE, in consideration of the premises and the mutual

agreements contained herein, Borrower and Lender hereby agree as follows:



SECTION 1.        DEFINITIONS



         Unless otherwise defined herein, the following capitalized terms shall

have the following meanings (such meanings being equally applicable to both the

singular and plural form of the terms defined);



         1.1 "ACCOUNT" means any "account" as such term is defined in Section

9-106 of the UCC, now owned or hereafter acquired by Borrower or in which

Borrower now holds or hereafter acquires any interest and, in any event, shall

include, without limitation, all accounts receivable, book debts and other forms

of obligations (other than forms of obligations evidenced by Chattel Paper,

Documents or Instruments) now owned or hereafter received or acquired by or

belonging or owing to Borrower (including, without limitation, under any trade

name, style or division thereof) whether arising out of goods sold or services

rendered by Borrower or from



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any other transaction, whether or not the same involves the sale of goods or

services by Borrower (including, without limitation, any such obligation which

may be characterized as an account or contract right under the UCC) and all of

Borrower's rights in, to and under all purchase orders or receipts now owned or

hereafter acquired by it for goods or services, and all of Borrower's rights to

any goods represented by any of the foregoing (including, without limitation,

unpaid seller's rights of rescission, replevin, reclamation and stoppage in

transit and rights to returned, reclaimed or repossessed goods), and all monies

due or to become due to Borrower under all purchase orders and contracts for the

sale of goods or the performance of services or both by Borrower (whether or not

yet earned by performance on the part of Borrower or in connection with any

other transaction), now in existence or hereafter occurring, including, without

limitation, the right to receive the proceeds of said purchase orders and

contracts, and all collateral security and guarantees of any kind given by any

Person with respect to any of the foregoing.



         1.2 "ACCOUNT DEBTOR" means any "account debtor," as such term is

defined in Section 9-105(1)(a) of the UCC.



         1.3 "ADVANCE" means each installment made by the Lender to Borrower

pursuant to the Loan to be evidenced by the Note(s) secured by the Collateral.



         1.4 "ADVANCE DATE" means the funding date of any Advance of the Loan.



         1.5 "ADVANCE REQUEST" means the request by Borrower for an Advance

under the Loan, each to be substantially in the form of EXHIBIT B attached

hereto, as submitted by Borrower to Lender from time to time.



         1.6 "CHATTEL PAPER" means any "chattel paper," as such term is defined

in Section 9-105(1)(b) of the UCC, now owned or hereafter acquired by Borrower

or in which Borrower now holds or hereafter acquires any interest.



         1.7 "CLOSING DATE" means the date hereof.



         1.8 "COLLATERAL" shall have the meaning assigned to such term in

Section 3 of this Agreement.



         1.9 "CONTRACTS" means all contracts, undertakings, franchise agreements

or other agreements (other than rights evidenced by Chattel Paper, Documents or

Instruments) in or under which Borrower may now or hereafter have any right,

title or interest, including, without limitation, with respect to an Account,

any agreement relating to the terms of payment or the terms of performance

thereof.



         1.10 "COPYRIGHTS" means all of the following now owned or hereafter

acquired by Borrower or in which Borrower now holds or hereafter acquires any

interest: (i) all copyrights, whether registered or unregistered, held pursuant

to the laws of the United States, any State thereof or of any other country;

(ii) registrations, applications and recordings in the United States Copyright

Office or in any similar office or agency of the United States, any state

thereof or any other country; (iii) any continuations, renewals or extensions

thereof; and (iv) any registrations to be issued in any pending applications.





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         1.11 "COPYRIGHT LICENSE" means any written agreement granting any right

to use any Copyright or Copyright registration now owned or hereafter acquired

by Borrower or in which Borrower now holds or hereafter acquires any interest.



         1.12 "DOCUMENTS" means any "documents," as such term is defined in

Section 9-105(1)(f) of the UCC, now owned or hereafter acquired by Borrower or

in which Borrower now holds or hereafter acquires any interest.



         1.13 "EQUIPMENT" means any "equipment," as such term is defined in

Section 9-109(2) of the UCC, now or hereafter owned or acquired by Borrower or

in which Borrower now holds or hereafter acquires any interest and any and all

additions, substitutions and replacements of any of the foregoing, wherever

located, together with all attachments, components, parts, equipment and

accessories installed thereon or affixed thereto.



         1.14 "EXCLUDED AGREEMENTS" means (i) any Master Lease Agreement between

Borrower, as lessee, and Lender, as lessor, including, without limitation, any

Equipment Schedules and Summary Equipment Schedules to the Master Lease

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