STERLING NATIONAL BANK



                       GENERAL LOAN AND SECURITY AGREEMENT



      In consideration of financial accommodations  heretofore extended or to be

extended or continued to undersigned or to others at the request of, or upon the

guarantee of undersigned,  by STERLING  NATIONAL BANK ("Bank") and/or any of its

affiliates, undersigned hereby agrees as follows:



      1. As security for the full and prompt payment of any and all  Liabilities

(as hereinafter defined),  undersigned hereby sells, assigns, pledges, transfers

and sets over to Bank and  grants  Bank a  continuing  first and prior  security

interest in all Security (as  hereinafter  defined).  Said grant is made for the

benefit of Bank,  its  affiliates  and/or any others having a  participation  or

other interest in any of the  Liabilities,  in such proportions as Bank shall in

its sole discretion determine.



      2. The term "Liabilities" as used herein shall include all liabilities and

obligations of any kind of undersigned (or any  partnership,  limited  liability

partnership,  limited  liability  company,  or other  group or  entity  of which

undersigned  is a member) to (a) Bank,  (b) any  affiliates  of Bank and (c) any

other  person  if  Bank or its  affiliates  has a  participation,  intercreditor

agreement  or  other  interest  in such  liabilities  or  obligations  or in the

Security therefor,  and all whether for the account of Bank or its affiliates or

as agent for others,  whether  acquired  directly or  indirectly  by Bank or its

affiliates from undersigned or others, absolute or contingent, joint or several,

secured or unsecured, liquidated or unliquidated, due or not due, matured or not

matured,  contractual or tortious, now existing or hereafter arising or created,

and whether  incurred by undersigned as obligor,  principal,  surety,  endorser,

guarantor or otherwise, and including without limitation all costs and expenses,

including attorneys' fees, incurred by Bank or its affiliates in connection with

any such  liabilities or obligations or any Security  therefor and including all

costs and expenses of Bank or its  affiliates  in complying  with or opposing or

seeking to limit any restraining notices,  levies,  subpoenas, or information or

discovery  requests served upon Bank or its  affiliates,  all in accordance with

customary charges of Bank or its affiliates therefor, including, but not limited

to,  copying,  research  and staff  costs,  including  overtime  costs,  if any,

transportation, legal fees and expenses.



      3. The term  "Obligor" as used herein shall  include  undersigned  and, in

addition,  any  maker,  drawer,  acceptor,  endorser,  guarantor,  hypothecator,

surety,  accommodation party, or any other party directly or contingently liable

for any of the  Liabilities,  and the term "Bank" as used herein shall be deemed

to include Bank and its  affiliates,  whether or not so  designated,  unless the

context of such reference is expressly to the contrary.



      4. The term  "Security"  as used  herein  shall  include all now owned and

hereafter arising, created or acquired property and assets of undersigned of any

kind or nature,  wherever located,  and whether or not in the possession of Bank

or placed in any safe  deposit  box leased by Bank to  undersigned  or under the

control of or in transit to Bank or any of its  affiliates,  nominees

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