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                                                                    Exhibit 10.1




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                                CREDIT AGREEMENT

                           dated as of April 19, 2002

                                     between



                         ESSLINGER-WOOTEN-MAXWELL, INC.



                                       and



                           MELLON UNITED NATIONAL BANK







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                                CREDIT AGREEMENT


     THIS CREDIT AGREEMENT dated as of April 19, 2002 (this "Agreement") is
entered into between ESSLINGER-WOOTEN-MAXWELL, INC. (the "Company") and MELLON
UNITED NATIONAL BANK (the "Bank").

     WHEREAS, the Bank has agreed to make available to the Company a credit
facility and other financial accommodations upon the terms and conditions set
forth herein;

     NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

     SECTION 1 DEFINITIONS.

     1.1  Definitions. When used herein the following terms shall have the
following meanings:

     Additional Interest - see Section 5.2.

     Affiliate of any Person means (i) any other Person which, directly or
indirectly, controls or is controlled by or is under common control with such
Person and (ii) any officer or director of such Person. A Person shall be deemed
to be "controlled by" any other Person if such Person possesses, directly or
indirectly, power to vote 5% or more of the securities (on a fully diluted
basis) having ordinary voting power for the election of directors or managers or
power to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.

     Agreement - see the Preamble.

     Asset Sale means the sale, lease, assignment or other transfer for value
(each a "Disposition") by the Parent, the Company or any Subsidiary to any
Person (other than the Parent, the Company or any Subsidiary) of any asset or
right of the company or such Subsidiary other than (a) the Disposition of any
asset which is to be replaced, and is in fact replaced, within 180 days with
another asset performing the same or a similar function, and (b) the sale or
lease of inventory in the ordinary course of business.

     Attorney Costs means, with respect to any Person, all reasonable fees and
charges of any counsel to such Person, the reasonable allocable cost of internal
legal services of such Person, all reasonable disbursements of such internal
counsel and all court costs and similar legal expenses.

     Bank - see the Preamble.

     Borrower Pledge Agreement means the Securities Pledge Agreement dated as of
the date hereof between the Company and the Bank, as hereafter amended,
supplemented or amended and restated from time to time, pursuant to which
Company pledges the Manni Shares as security for the Obligations.

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     Borrower Security Agreement means the Security Agreement dated as of the
date hereof between the Company and the Bank, as hereafter amended, supplemented
or amended and restated from time to time, pursuant to which Company grants a
first priority security interest to the Bank in and to all assets of the Company
as security for the Obligations.

     Business Day means any day on which the Bank is open for commercial banking
business in Miami, Florida.

     Capital Expenditures means all expenditures which, in accordance with GAAP,
would be required to be capitalized and shown on the consolidated balance sheet
of the Parent, but excluding expenditures made in connection with the
replacement, substitution or restoration of assets to the extent financed (i)
from insurance proceeds (or other similar recoveries) paid on account of the
loss of or damage to the assets being replaced or restored or (ii) with awards
of compensation arising from the taking by eminent domain or condemnation of the
assets being replaced.

     Capital Lease means, with respect to any Person, any lease of (or other
agreement conveying the right to use) any real or personal property by such
Person that, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of such Person.

     Cash Equivalent Investment means, at any time, (a) any evidence of Debt,
maturing not more than one year after such time, issued or guaranteed by the
United States Government or any agency thereof, (b) commercial paper, maturing
not more than one year from the date of issue, or corporate demand notes, in
each case (unless issued by a Bank or its holding company) rated at least A-l by
Standard & Poor's Ratings Group or P-l by Moody's Investors Service, Inc., (c)
any certificate of deposit (or time deposits represented by such certificates of
deposit) or banker's acceptance, maturing not more than one year after such
time, or overnight Federal Funds transactions that are issued or sold by any
Bank or its holding company or by a commercial banking institution that is a
member of the Federal Reserve System and has a combined capital and surplus and
undivided profits of not less than $500,000,000 and (d) any repurchase agreement
entered into with any Bank (or other commercial banking institution of the
stature referred to in clause (c)) which (i) is secured by a fully perfected
security interest in any obligation of the type described in any of clauses (a)
through (c) and (ii) has a market value at the time such repurchase agreement is
entered into of not less than 100% of the repurchase obligation of such Bank (or
other commercial banking institution) thereunder.

     Cash Flow means, with respect to the Parent and its Subsidiaries for any
Fiscal Quarter, the sum of net income for such Fiscal Quarter, plus
depreciation, plus amortization and less scheduled principal payments due on the
Note during such Fiscal Quarter.

     CERCLA - see Section 10.15.

     Closing Date - see Section 12.1.

     Code means the Internal Revenue Code of 1986, as amended.

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     Collateral means collectively, the property of the Company, the Parent, any
Subsidiary or any other Person in which Bank is granted a Lien as security for
all or any portion of the Obligations under any of the Collateral Documents.

     Collateral Documents means the Borrower Security Agreement, the Parent
Security Agreement, the Parent Pledge Agreement, the Borrower Pledge Agreement,
the Harper Pledge Agreement, the Shuffield Pledge Agreement, each UCC financing
statement, and any other agreement or instrument pursuant to which the Parent,
the Company, any Subsidiary or any other Person grants collateral to the Bank.

     Commitment means the Bank's commitment to make the Loan under this
Agreement.

     Commitment Amount means $3,000,000.

     Company - see the Preamble.

     Computation Period means each period of four consecutive Fiscal Quarters
ending on the last day of a Fiscal Quarter.

     Consolidated Net Income means, with respect to the Parent and its
Subsidiaries for any period, the net income (or loss) of the Parent and its
Subsidiaries for such period, excluding any gains from Asset Sales, any
extraordinary gains and any gains from discontinued operations.

     Controlled Group means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Company, are treated
as a single employer under Section 414 of the Code or Section 4001 of ERISA.

     Debt of any Person means, without duplication, (a) all indebtedness of such
Person for borrowed money, whether or not evidenced by bonds, debentures, notes
or similar instruments, (b) all obligations of such Person as lessee under
Capital Leases which have been or should be recorded as liabilities on a balance
sheet of such Person in accordance with GAAP, (c) all obligations of such Person
to pay the deferred purchase price of property or services (excluding trade
accounts payable in the ordinary course of business), (d) all indebtedness
secured by a Lien on the property of such Person, whether or not such
indebtedness shall have been assumed by such Person, (e) all obligations,
contingent or otherwise, with respect to the face amount of all letters of
credit (whether or not drawn) and banker's acceptances issued for the account of
such Person, (f) all Hedging Obligations of such Person, (g) all Suretyship
Liabilities of such Person and (h) all Debt of any partnership of which such
Person is a general partner.

     Debt Service Coverage Ratio means, with respect to the Parent and its
Subsidiaries (including the Company) for any Computation Period, the ratio of
(i) net income, plus Interest Expense, plus depreciation plus amortization, to
(ii) Interest Expense plus current maturities of long- term Debt.

     Default Rate means an effective interest rate per annum equal to the
maximum rate allowed by law.

     Disposal - see the definition of "Release".

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     Dollar and the sign "$" mean lawful money of the United States of America.

     Environmental Claims means all claims, however asserted, by any
governmental, regulatory or judicial authority or other Person alleging
potential liability or responsibility for violation of any Environmental Law, or
for release or injury to the environment.

     Environmental Laws means all present or future federal, state or local
laws, statutes, common law duties, rules, regulations, ordinances and codes,
together with all administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any governmental authority,
in each case relating to Environmental Matters.

     Environmental Matters means any matter arising out of or relating to health
and safety, or pollution or protection of the environment or workplace,
including any of the foregoing relating to the presence, use, production,
generation, handling, transport, treatment, storage, disposal, distribution,
discharge, release, control or cleanup of any Hazardous Substance.

     ERISA means the Employee Retirement Income Security Act of 1974.

     Event of Default means any of the events described in Section 13.1.

     Fiscal Quarter means a fiscal quarter of a Fiscal Year.

     Fiscal Year means the fiscal year of the Parent and its Subsidiaries, which
period shall be the 12-month period ending on December 31 of each year.
References to a Fiscal Year with a number corresponding to any calendar year
(e.g., "Fiscal Year 2002") refer to the Fiscal Year ending on December 31 of
such calendar year.

     FRB means the Board of Governors of the Federal Reserve System or any
successor thereto.

     GAAP means generally accepted accounting principles set forth from time to
time in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination.

     Guarantors mean the Parent and Harper.

     Guaranty means a Guaranty, substantially in the form of Exhibit C, executed
by each of the Guarantors in favor of the Bank, together with any other guaranty
executed and delivered to the Bank in connection with the Obligations
(collectively, the Guaranties).

     Harper means Allen C. Harper, a shareholder of the Parent.

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     Harper Pledge Agreement means the Securities Pledge Agreement dated as of
the date hereof between Harper and the Bank, as hereafter amended, supplemented
or amended and restated from time to time, pursuant to which Harper pledges the
1,113,501 shares of common stock of the Parent owned by Harper as security for
the Obligations.

     Hazardous Substances - see Section 10.15.

     Hedging Agreement means any interest rate, currency or commodity swap
agreement, cap agreement or collar agreement, and any other agreement or
arrangement designed to protect a Person against fluctuations in interest rates,
currency exchange rates or commodity prices.

     Hedging Obligation means, with respect to any Person, any liability of such
Person under any Hedging Agreement.

     Interest Expense means for any period the consolidated interest expense of
the Parent and its Subsidiaries for such period (including all imputed interest
on Capital Leases).

     Investment means, relative to any Person, any investment in another Person,
whether by acquisition of any debt or equity security, by making any loan or
advance or by becoming obligated with respect to a Suretyship Liability in
respect of obligations of such other Person (other than travel and similar
advances to employees in the ordinary course of business).

     Lien means, with respect to any Person, any interest granted by such Person
in any real or personal property, asset or other right owned or being purchased
or acquired by such Person which secures payment or performance of any
obligation and shall include any mortgage, lien, encumbrance, charge or other
security interest of any kind, whether arising by contract, as a matter of law,
by judicial process or otherwise.

     Loan means the borrowing pursuant to Section 2.1.

     Loan Documents means this Agreement, the Note, the Guaranties, the
Collateral Documents and all other documents executed in connection therewith.

     Loan Party means the Company, the Parent, Harper and Shuffield.

     Manni means Charles Manni, a shareholder of the Parent.

     Manni Shares means the 1,651,766 shares of common stock of the Parent being
purchased by the Company with the proceeds of the Loan.

     Margin Stock means any "margin stock" as defined in Regulation U.

     Material Adverse Effect means (a) a material adverse change in, or a
material adverse effect upon, the financial condition, operations, assets,
business, properties or prospects of the Parent and its Subsidiaries taken as a
whole or of the Company, (b) a material impairment of the ability of the Parent,
the Company or any

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Subsidiary to perform any of its obligations under any Loan Document or (c) a
material adverse effect upon any substantial portion of the collateral under the
Collateral Documents or upon the legality, validity, binding effect or
enforceability against the Parent, the Company or any Subsidiary of any Loan
Document, or upon the validity, enforceability, perfection or priority of the
Bank's Lien in any of the collateral covered by any Collateral Document.

     Multiemployer Pension Plan means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which the Company or any member of the
Controlled Group may have any liability.

     Note - see Section 3.1.

     Obligations shall mean the obligations, liabilities and indebtedness of the
Company with respect to (i) the principal and interest on the Loan, (ii) all
liabilities of the Company to Bank which arise under any Swap Agreement, and
(iii) the payment and performance of all other obligations, liabilities and
Indebtedness of the Company to the Bank hereunder, under any of the other Loan
Documents or with respect to the Loan.

     Other Secured Party - see Section 9.1.

     Parent means First Reserve, Inc., a Florida corporation, the sole
shareholder of the Company.

     Parent Pledge Agreement means the Securities Pledge Agreement dated as of
the date hereof between the Parent and the Bank, as hereafter amended,
supplemented or amended and restated from time to time, pursuant to which the
Parent pledges all outstanding shares of common stock of the Company as security
for the Obligations.

     Parent Security Agreement means the Security Agreement dated as of the date
hereof between the Parent and the Bank, as hereafter amended, supplemented or
amended and restated from time to time, pursuant to which Parent grants a first
priority security interest to the Bank in and to all assets of the Parent as
security for the Obligations.

     PBGC means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

     Pension Plan means a "pension plan", as such term is defined in Section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer
Pension Plan), and to which the Company or any member of the Controlled Group
may have any liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA.

     Person means any natural person, corporation, partnership, trust, limited
liability company, association, governmental authority or unit, or any other
entity, whether acting in an individual, fiduciary or other capacity.

     Pledge Agreement means any of the Borrower Pledge Agreement, the Harper
Pledge Agreement, the Parent Pledge Agreement or the Shuffield Pledge Agreement.

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     Prime Rate means, for any day, the rate of interest in effect for such day
as publicly announced from time to time by Bank as its prime rate (whether or
not such rate is actually charged by Bank to any other Person). The Prime Rate
is established by Bank as an index and may or may not at any time be the best or
lowest rate charged by Bank on any loan. Any change in the Prime Rate announced
by Bank shall take effect at the opening of business on the day specified in the
public announcement of such change.

     RCRA - see Section 10.15.

     Regulation D means Regulation D of the FRB.

     Regulation U means Regulation U of the FRB.

     Release has the meaning specified in CERCLA and the term "Disposal" (or
"Disposed") has the meaning specified in RCRA; provided that in the event either
CERCLA or RCRA is amended so as to broaden the meaning of any term defined
thereby, such broader meaning shall apply as of the effective date of such
amendment; and provided, further, that to the extent that the laws of a state
wherein any affected property lies establish a meaning for "Release" or
"Disposal" which is broader than is specified in either CERCLA or RCRA, such
broader meaning shall apply.

     SEC means the Securities and Exchange Commission or any other governmental
authority succeeding to any of the principal functions thereof.

     Security Agreement means any of the Borrower Security Agreement or the
Parent Security Agreement.

     Shuffield means Ronald Shuffield, a shareholder of the Parent.

     Shuffield Pledge Agreement means the Securities Pledge Agreement dated as
of the date hereof between Shuffield and the Bank, as hereafter amended,
supplemented or amended and restated from time to time, pursuant to which
Shuffield pledges the 1,113,501 shares of common stock of the Parent owned by
Shuffield as security for the Obligations.

     Subordinated Debt means any unsecured Debt of the Company or its
Subsidiaries which has subordination terms, covenants, pricing and other terms
which have been approved in writing by the Bank.

     Subsidiary means, with respect to any Person, a corporation, partnership,
limited liability company or other entity of which such Person and/or its other
Subsidiaries own, directly or indirectly, such number of outstanding shares or
other ownership interests as have more than 50% of the ordinary voting power for
the election of directors or other managers of such corporation, partnership,
limited liability company or other entity. Unless the context otherwise
requires, each reference to Subsidiaries herein shall be a reference to
Subsidiaries of the Parent.

     Suretyship Liability means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to or otherwise to invest in a
debtor, or otherwise to

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assure a creditor against loss) any indebtedness, obligation or other liability
of any other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the shares of any other Person. The amount of any Person's obligation in respect
of any Suretyship Liability shall (subject to any limitation set forth therein)
be deemed to be the principal amount of the debt, obligation or other liability
supported thereby.

     Tangible Net Worth, with respect to the Parent and its Subsidiaries on any
date, means (x) the aggregate of the assets of the Parent and its Subsidiaries
at such date, excluding (A) all intangible assets (i.e., unamortized debt,
discount and expenses, franchises, research and development, goodwill,
trademarks, patent, copyrights, organizational expenses and similar intangible
items, but including leaseholds and leasehold improvements) and also excluding
(B) any assets resulting from any loans, advances or financial accumulations of
any kind to any of its officers, directors, shareholders and Affiliates, minus
(y) Total Liabilities at such date.

     Termination Date means the second anniversary of the Closing Date.

     Total Liabilities means the aggregate amount of liabilities carried on the
books of the Parent and its Subsidiaries on a consolidated basis after
eliminating all intercompany items, determined in accordance with GAAP on a
consistent basis.

     UCC means the Uniform Commercial Code as enacted in the State of Florida.

     Unmatured Event of Default means any event that, if it continues uncured,
will, with lapse of time or notice or both, constitute an Event of Default.

     1.2  Other Interpretive Provisions.

          (a)  The meanings of defined terms are equally applicable to the
     singular and plural forms of the defined terms.

          (b)  Section, Schedule and Exhibit references are to this Agreement
     unless otherwise specified.

          (c)  The term "including" is not limiting and means "including without
     limitation."

          (d)  In the computation of periods of time from a specified date to a
     later specified date, the word "from" means "from and including"; the words
     "to" and "until" each mean "to but excluding", and the word "through" means
     "to and including."

          (e)  Unless otherwise expressly provided herein, (i) references to
     agreements (including this Agreement), documents and other contractual
     instruments shall be deemed to include all subsequent amendments and other
     modifications thereto, but only to the extent such amendments and other
     modifications are not prohibited by the terms of any Loan Document, and
     (ii) references to any statute or regulation shall be construed as
     including all statutory and regulatory provisions amending, replacing,
     supplementing or interpreting such statute or regulation.

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          (f)  This Agreement and the other Loan Documents may use several
     different limitations, tests or measurements to regulate the same or
     similar matters. All such limitations, tests and measurements are
     cumulative and each shall be performed in accordance with its terms.

          (g)  This Agreement and the other Loan Documents are the result of
     negotiations among, and have been reviewed by, counsel to the Bank, the
     Company and the other parties thereto and are the products of all parties.
     Accordingly, they shall not be construed against the Bank merely because of
     the Bank's involvement in their preparation.

          (h)  Unless otherwise indicated herein, compliance with all financial
     covenants shall be determined in accordance with GAAP, and shall be based
     on the financial statements of the Parent and its Subsidiaries (including
     the Company) on a consolidated basis.

     SECTION 2  COMMITMENT OF THE BANK.

     2.1  Commitment. On and subject to the terms and conditions of this
Agreement, the Bank agrees to make a term loan to the Company ("Loan") on the
Closing Date in a principal amount equal to the Commitment Amount. Amounts
repaid hereunder may not be reborrowed.

     SECTION 3  NOTE EVIDENCING LOAN.

     3.1  Note. The Loan of the Bank shall be evidenced by a promissory note
(the "Note") substantially in the form set forth in Exhibit A, payable to the
order of the Bank in a face principal amount equal to the Commitment Amount, and
the Loan of the Bank shall be paid in full on the Termination Date.

     3.2  Recordkeeping. The Bank shall record in its records, or at its option
on the schedule attached to the Note, the date and amount of the Loan and each
repayment thereof. The aggregate unpaid principal amount so recorded shall be
rebuttable presumptive evidence of the principal amount owing and unpaid on the
Note. The failure to so record any such amount or any error in so recording any
such amount shall not, however, limit or otherwise affect the obligations of the
Company hereunder or under the Note to repay the principal amount of the Loan
together with all interest accruing thereon.

     SECTION 4  INTEREST AND PRINCIPAL.

     4.1  Interest Rates. The Company promises to pay interest on the unpaid
principal amount of the Loan for the period commencing on the Closing Date until
the Loan is paid in full at a rate per annum equal to the sum of the Prime Rate
from time to time in effect plus one percent (1%) per annum. In the event that
either the Parent or the Company shall be in breach of Section 11.25 hereof, the
Bank may, in its sole discretion, increase the interest rate applicable
hereunder, but not beyond the maximum effective rate allowed by law. The Bank
shall provide the Company with written notice of such increase, to be effective
from the date of such written notice.

     4.2  Interest Payment Dates. Accrued interest on the Loan shall be payable
in arrears on the second day of each calendar month, commencing on the second
day of the first month following the Closing Date, and on the Termination Date.
After the Termination Date, accrued interest on the Loan shall be payable on
demand.

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     4.3  Computation of Interest. Interest shall be computed for the actual
number of days elapsed on the basis of a year of 360 days. The applicable
interest rate shall change simultaneously with each change in the Prime Rate.

     4.4  Principal Repayments. Principal shall be repaid in monthly
installments of $25,000 each, payable on the second day of each calendar month,
commencing on the second day of the first month following the Closing Date.
Subject to Section 13 hereof, the entire unpaid principal of the Loan and any
accumulated unpaid interest thereon shall be due and payable on the Termination
Date.

     4.5  Default Interest. If any amount payable by the Company under any Loan
Document is not paid when due (without regard to any applicable grace periods),
such amount shall thereafter bear interest at a fluctuating interest rate per
annum at all times equal to the Default Rate. Accrued and unpaid interest on
past due amounts (including interest on past due interest) shall be due and
payable on demand.

     SECTION 5  FEES.

     5.1  Commitment Fee. The Company has previously paid to the Bank a
commitment fee of $30,000.

     5.2  Exit Fee. The Company agrees to pay to the Bank additional interest on
the unpaid principal amount of the Loan for the period commencing on the Closing
Date until the Loan is paid in full or by prepayment at a rate per annum equal
to two percent (2%) (the "Additional Interest"). The Additional Interest shall
be compounded quarterly. The Additional Interest shall be payable in arrears on
the earlier to occur of (i) the Termination Date, (ii) the prepayment in full of
the Loan, or (iii) the acceleration of the Loan upon the occurrence of an Event
of Default.

     SECTION 6  VOLUNTARY PREPAYMENTS.

     6.1  Voluntary Prepayments. The Company may from time to time prepay the
Loan in whole or in part; provided that the Company shall give the Bank notice
thereof not later than 11:00 A.M., Miami time, on the day of such prepayment
(which shall be a Business Day), specifying the date and amount of prepayment.
Any such partial prepayment shall be in an amount equal to $100,000 or a higher
integral multiple of $100,000.

     SECTION 7  MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.

     7.1  Making of Payments. All payments of principal of or interest on the
Note, and of all fees, shall be made by the Company to the Bank in immediately
available funds at the office specified by the Bank not later than noon, Miami
time, on the date due; and funds received after that hour shall be deemed to
have been received by the Bank on the following Business Day.

     7.2  Application of Certain Payments. Each payment of principal shall be
applied to the Loan as the Company shall direct by notice to be received by the
Bank on or before the date of such payment or, in the absence of such notice, as
the Bank shall determine in its discretion.

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     7.3  Due Date Extension. If any payment of principal or interest with
respect to the Loan, or of any fees, falls due on a day which is not a Business
Day, then such due date shall be extended to the immediately following Business
Day and, in the case of principal, additional interest shall accrue and be
payable for the period of any such extension.

     7.4  Setoff. The Company agrees that the Bank has all rights of set-off and
bankers' lien provided by applicable law, and in addition thereto, the Company
agrees that if at any time any Event of Default exists, the Bank may apply to
the payment of any obligations of the Company hereunder, whether or not then
due, any and all balances, credits, deposits, accounts or moneys of the Company
then or thereafter with the Bank.

     7.5  Taxes. All payments of principal of, and interest on, the Loan and all
other amounts payable hereunder shall be made free and clear of and without
deduction for any present or future income, excise, stamp or franchise taxes and
other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, excluding franchise taxes and taxes
imposed on or measured by Bank's net income or receipts (all non-excluded items
being called "Taxes"). If any withholding or deduction from any payment to be
made by the Company hereunder is required in respect of any Taxes pursuant to
any applicable law, rule or regulation, then the Company will:

          (a)  pay directly to the relevant authority the full amount required
     to be so withheld or deducted;

          (b)  promptly forward to the Bank an official receipt or other
     documentation satisfactory to the Bank evidencing such payment to such
     authority; and

          (c)  pay to the Bank such additional amount as is necessary to ensure
     that the net amount actually received by Bank will equal the full amount
     Bank would have received had no such withholding or deduction been
     required.

Moreover, if any Taxes are directly asserted against the Bank with respect to
any payment received by the Bank hereunder, the Bank may pay such Taxes and the
Company will promptly pay such additional amounts (including any penalty,
interest or expense) as is necessary in order that the net amount received by
such Person after the payment of such Taxes (including any Taxes on such
additional amount) shall equal the amount such Person would have received had
such Taxes not been asserted.

     If the Company fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Bank, the required receipts or other required
documentary evidence, the Company shall indemnify the Bank for any incremental
Taxes, interest or penalties that may become payable by Bank as a result of any
such failure. For purposes of this Section 7.5, a distribution hereunder by the
Bank to or for the account of the Bank shall be deemed a payment by the Company.

     7.6  Late Charge. In addition to any other remedy available to the Bank
hereunder or at law, if any payment of principal, interest, fees or any other
amount hereunder is not made within ten (10) days of the due date thereof, the
Bank may demand, and the Company shall pay immediately upon such demand, a late
charge equal to five percent (5%) of the amount that is overdue.

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     SECTION 8  MANDATORY PREPAYMENTS

     8.1  Stock Proceeds. In addition to the principal and interest payments to
be made pursuant to the provisions of Section 4, the Company shall make
prepayments of principal under the Note in amounts equal to one hundred percent
(100%) of the net cash proceeds (after payment of all costs and expenses
directly associated therewith) of any of the following events:

          (a)  a resale by the Borrower of the Manni Shares;

          (b)  an issuance by the Parent of common stock, preferred stock,
     convertible stock or any other form of equity interest;

          (c)  the sale or exercise of new or outstanding warrants or options
     with respect to the stock of the Parent; and

          (d)  the issuance by the Parent of bonds or other debt instruments
     (other than those which evidence trade payables incurred in the ordinary
     course of business which have been subordinated in right and time of
     payment to the Note).

Payment shall be made promptly upon the receipt of the net cash proceeds by the
Company or the Parent, as the case may be. These payments shall be applied as
set forth in Section 7. Nothing contained in this Section 8.1 shall be deemed to
constitute the Bank's consent to any of the events enumerated herein.

     8.2  Cash Flow. In addition to the principal and interest payments to be
made pursuant to the provisions of Sections 4 and 8.1, the Company shall make
quarterly prepayments of principal in amounts equal to one hundred percent
(100%) of the excess of the Parent's Cash Flow for that Fiscal Quarter over
$75,000; provided, however, that no prepayment will be required if, and to the
extent, that the Parent's consolidated cash and Cash Equivalent Investments as
of the last day of such Fiscal Quarter would be less than $1,500,000 after
giving effect to such prepayment as if it had been made on the last day of such
Fiscal Quarter. Calculations will be made quarterly using the financial
statements delivered pursuant to Section 11.1.2, and the partial prepayments
will be due within five (5) days after the date such financial statements are
required to be delivered to the Bank. Simultaneously with such payment, the
Company shall furnish a calculation of the amount of the payment, together with
such documentation as the Bank may reasonably request to verify the amount of
the calculation. These payments shall be applied to the remaining installments
of the Note in inverse order of their maturity.

     SECTION 9  SECURITY

     9.1  Security. As security for the full and timely payment and performance
of all Obligations, the Company shall, and shall cause all other Loan Parties
to, on or before the Closing Date, do or cause to be done all things necessary
in the opinion of the Bank and its counsel to grant to the Bank a duly perfected
first priority security interest in all Collateral subject to no prior Lien or
other encumbrance or restriction on transfer (other than restrictions on
transfer imposed by applicable securities laws and any Liens set forth on
Schedule 11.8 hereto). Without limiting the foregoing, the Company shall on the
Closing Date execute and deliver, or cause to be executed and delivered, to the
Bank, in the form and substance reasonably acceptable to the Bank, (a) the

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Borrower Pledge Agreement, (b) the Parent Pledge Agreement, (c) the Harper
Pledge Agreement, (d) the Shuffield Pledge Agreement, (e) the Borrower Security
Agreement, and (f) the Parent Security Agreement. The Bank hereby acknowledges
that the shares of common stock of the Parent owned by Harper have been pledged
to Charles E. Bradshaw, Jr. (the "Other Secured Party") as described in Schedule
11.8 hereto and that the certificates representing those shares are in the
possession of the Other Secured Party. The Company agrees that it shall cause
the Other Secured Party, within thirty (30) days from the Closing Date, to agree
in writing (in form and substance satisfactory to the Bank) (i) that he is
holding such shares as collateral agent for the Bank, (ii) to deliver the
certificates representing such shares and any related stock powers to the Bank
upon repayment of the Debt owed to the Other Secured Party, and (iii) to
subordinate to the Obligations any future advances made by the Other Secured
Party to Harper during the term hereof.

     9.2  Further Assurances. At the request of the Bank, the Company will or
will cause all other Loan Parties, as the case may be, to execute, by its duly
authorized officers, alone or with the Bank, any certificate, instrument,
financing statement, control agreement, statement or document, or to procure any
such certificate, instrument, statement or document, or to take such other
action (and pay all connected costs) which the Bank reasonably deems necessary
from time to time to create, continue or preserve the liens and security
interests in the Collateral (as defined in the Collateral Documents) (and the
perfection and including all Collateral acquired by the Company or other Loan
Party after the Closing Date). The Bank is hereby irrevocably authorized to
execute and file, or cause to be filed, UCC financing statements reflecting the
Company or any other Loan Party as "debtor" and the Bank as "secured party", and
continuations thereof and amendments thereto, as the Bank reasonably deems
necessary or advisable to give effect to the transactions contemplated hereby
and by the other Loan Documents.

     9.3  Assignment of Life Insurance Policies. The Company shall cause each of
Harper and Shuffield to maintain, during the entire term of this Agreement, (a)
a life insurance policy with death benefits of not less than $1,500,000 each,
and (b) a disability insurance policy in an amount and on terms acceptable to
the Bank. Each policy should provide for prior written notice by the insurer to
the Bank before cancellation of the policy. The Company shall cause each of
Harper and Shuffield, within thirty (30) days of the Closing Date, to make a
collateral assignment to the Bank, in form and substance satisfactory to the
Bank, of the life insurance policies and the disability insurance policies.
Proceeds of these policies shall be applied to the remaining installments of the
Loan in inverse order of maturity. It shall be an Event of Default if either
Harper or Shuffield fails to deliver such collateral assignments within such
30-day period or if either fails to maintain these policies current and
effective during the term of this Agreement.

     SECTION 10  WARRANTIES.

     To induce the Bank to enter into this Agreement and to induce the Bank to
make the Loan hereunder, the Company warrants to the Bank that:

     10.1 Organization. The Company is a corporation validly existing and in
good standing under the laws of the State of Florida; the Parent and each
Subsidiary is validly existing and in good standing under the laws of the
jurisdiction of its organization; and each of the Parent, the Company and each
Subsidiary is duly qualified to do business in each jurisdiction where, because
of the nature of its activities or properties, such qualification is required,
except for such jurisdictions where the failure to so qualify would not have a
Material Adverse Effect.

                                       13

<PAGE>

     10.2 Authorization; No Conflict. Each of the Company and each other Loan
Party is duly authorized to execute and deliver each Loan Document to which it
is a party, the Company is duly authorized to borrow monies hereunder and each
of the Company and each other Loan Party is duly authorized to perform its
obligations under each Loan Document to which it is a party. The execution,
delivery and performance by the Company of this Agreement and by each of the
Company and each other Loan Party of each Loan Document to which it is a party,
and the borrowings by the Company hereunder, do not and will not (a) require any
consent or approval of any governmental agency or authority (other than any
consent or approval which has been obtained and is in full force and effect),
(b) conflict with (i) any provision of law, (ii) the charter, by-laws or other
organizational documents of the Company or any other Loan Party or (iii) any
agreement, indenture, instrument or other document, or any judgment, order or
decree, which is binding upon the Company or any other Loan Party or any of
their respective properties or (c) require, or result in, the creation or
imposition of any Lien on any asset of the Company, any Subsidiary or any other
Loan Party (other than Liens in favor of the Bank created pursuant to the
Collateral Documents).

     10.3 Validity and Binding Nature. Each of this Agreement and each other
Loan Document to which the Company or any other Loan Party is a party is the
legal, valid and binding obligation of such Loan Party, enforceable against such
Loan Party in accordance with its terms, subject to bankruptcy, insolvency and
similar laws affecting the enforceability of creditors' rights generally and to
general principles of equity.

     10.4 Financial Condition. The audited consolidated financial statements of
the Parent and its Subsidiaries (including the Company) as of December 31, 2001,
copies of which have been delivered to Bank, were prepared in accordance with
GAAP and present fairly the consolidated financial condition of the Parent and
its Subsidiaries as at such date and the consolidated results of their
operations and cash flows for the year then ended.

     10.5 No Material Adverse Change. Since December 31, 2001, there has been no
material adverse change in the financial condition, operations, assets,
business, properties or prospects of the Parent and its Subsidiaries taken as a
whole or of the Company.

     10.6 Litigation and Contingent Liabilities. No litigation (including
derivative actions), arbitration proceeding or governmental investigation or
proceeding is pending or, to the Company's knowledge, threatened against the
Parent, the Company or any Subsidiary which might reasonably be expected to have
a Material Adverse Effect, except as set forth in Schedule 10.6. Other than any
liability incident to such litigation or proceedings, neither the Parent, the
Company nor any Subsidiary has any material contingent liabilities not listed on
Schedule 10.6 or permitted by Section 11.7.

     10.7 Ownership of Properties; Liens. Each of the Parent, the Company and
each Subsidiary owns good and, in the case of real property, marketable title to
all of its properties and assets, real and personal, tangible and intangible, of
any nature whatsoever (including patents, trademarks, trade names, service marks
and copyrights), free and clear of all Liens, charges and claims (including
infringement claims with respect to patents, trademarks, service marks,
copyrights and the like) except as permitted by Section 11.8.

                                       14

<PAGE>

     10.8  Subsidiaries. As of the Closing Date, the Company has no Subsidiaries
other than those listed on Schedule 10.8.

     10.9  Pension Plans.

           (a)  During the twelve-consecutive-month period prior to the date of
     the execution and delivery of this Agreement or the making of the Loan, (i)
     no steps have been taken to terminate any Pension Plan and (ii) no
     contribution failure has occurred with respect to any Pension Plan
     sufficient to give rise to a Lien under Section 302(f) of ERISA. No
     condition exists or event or transaction has occurred with respect to any
     Pension Plan which could result in the incurrence by the Company of any
     material liability, fine or penalty.

           (b)  All contributions (if any) have been made to any Multiemployer
     Pension Plan that are required to be made by the Company or any other
     member of the Controlled Group under the terms of the plan or of any
     collective bargaining agreement or by applicable law; neither the Company
     nor any member of the Controlled Group has withdrawn or partially withdrawn
     from any Multiemployer Pension Plan, incurred any withdrawal liability with
     respect to any such plan or received notice of any claim or demand for
     withdrawal liability or partial withdrawal liability from any such plan,
     and no condition has occurred which, if continued, might result in a
     withdrawal or partial withdrawal from any such plan; and neither the
     Company nor any member of the Controlled Group has received any notice that
     any Multiemployer Pension Plan is in reorganization, that increased
     contributions may be required to avoid a reduction in plan benefits or the
     imposition of any excise tax, that any such plan is or has been funded at a
     rate less than that required under Section 412 of the Code, that any such
     plan is or may be terminated, or that any such plan is or may become
     insolvent.

     10.10 Investment Company Act. The Company is not an "investment company" or
a company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940.

     10.11 Public Utility Holding Company Act. Neither the Company nor any
Subsidiary is a "holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935.

     10.12 Regulation U. The Company is not engaged principally, or as one of
its important activities, in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

     10.13 Taxes. Each of the Parent, the Company and each Subsidiary has filed
all tax returns and reports required by law to have been filed by it and has
paid all taxes and governmental charges thereby shown to be owing, except any
such taxes or charges which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books.

     10.14 Solvency, etc. On the Closing Date, and immediately prior to and
after giving effect to the borrowing hereunder and the use of the proceeds
thereof, (a) each of the Company's and each other Loan Party's assets will
exceed its liabilities (including all Suretyship Liabilities) and (b) each of
the Company and each other

                                       15

<PAGE>

Loan Party will be solvent, will be able to pay its debts (including all
Suretyship Liabilities) as they mature, will own property with fair saleable
value greater than the amount required to pay its debts (including all
Suretyship Liabilities) and will have capital sufficient to carry on its
business as then constituted.

     10.15 Environmental Matters.

           (a)  No Violations. Except as set forth on Schedule 10.15, neither
     the Company nor any Subsidiary, nor any operator of the Company's or any
     Subsidiary's properties, is in violation, or alleged violation, of any
     judgment, decree, order, law, permit, license, rule or regulation
     pertaining to environmental matters, including those arising under the
     Resource Conservation and Recovery Act ("RCRA"), the Comprehensive
     Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"),
     the Superfund Amendments and Reauthorization Act of 1986 or any other
     Environmental Law which (i) in any single case, requires expenditures in
     any three-year period of $100,000 or more by the Company and its
     Subsidiaries in penalties and/or for investigative, removal or remedial
     actions or (ii) individually or in the aggregate otherwise might reasonably
     be expected to have a Material Adverse Effect.

           (b)  Notices. Except as set forth on Schedule 10.15 and for matters
     arising after the Closing Date, in each case none of which could singly or
     in the aggregate be expected to have a Material Adverse Effect, neither the
     Company nor any Subsidiary has received notice from any third party,
     including any Federal, state or local governmental authority: (a) that any
     one of them has been identified by the U.S. Environmental Protection Agency
     as a potentially responsible party under CERCLA with respect to a site
     listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B; (b)
     that any hazardous waste, as defined by 42 U.S.C. (S)6903(5), any hazardous
     substance as defined by 42 U.S.C. (S)9601(14), any pollutant or contaminant
     as defined by 42 U.S.C. (S)9601(33) or any toxic substance, oil or
     hazardous material or other chemical or substance regulated by any
     Environmental Law (all of the foregoing, "Hazardous Substances") which any
     one of them has generated, transported or disposed of has been found at any
     site at which a Federal, state or local agency or other third party has
     conducted a remedial investigation, removal or other response action
     pursuant to any Environmental Law; (c) that the Company or any Subsidiary
     must conduct a remedial investigation, removal, response action or other
     activity pursuant to any Environmental Law; or (d) of any Environmental
     Claim.

           (c)  Handling of Hazardous Substances. Except as set forth on
     Schedule 10.15, (i) no portion of the real property or other assets of the
     Company or any Subsidiary has been used for the handling, processing,
     storage or disposal of Hazardous Substances except in accordance in all
     material respects with applicable Environmental Laws; and no underground
     tank or other underground storage receptacle for Hazardous Substances is
     located on such properties; (ii) in the course of any activities conducted
     by the Company, any Subsidiary or the operators of any real property of the
     Company or any Subsidiary, no Hazardous Substances have been generated or
     are being used on such properties except in accordance in all material
     respects with applicable Environmental Laws; (iii) there have been no
     Releases or threatened Releases of Hazardous Substances on, upon, into or
     from any real property or other assets of the Company or any Subsidiary,
     which Releases singly or in the aggregate might reasonably be expected to
     have a material adverse effect on the value of such real property or
     assets; (iv) there have been no Releases on, upon, from or into any real
     property in the vicinity of the real property or other assets of the

                                       16

<PAGE>

     Company or any Subsidiary which, through soil or groundwater contamination,
     may have come to be located on, and which might reasonably be expected to
     have a material adverse effect on the value of, the real property or other
     assets of the Company or any Subsidiary; and (v) any Hazardous Substances
     generated by the Company and its Subsidiaries have been transported offsite
     only by properly licensed carriers and delivered only to treatment or
     disposal facilities maintaining valid permits as required under applicable
     Environmental Laws, which transporters and facilities have been and are
     operating in compliance in all material respects with such permits and
     applicable Environmental Laws.

     10.16 Insurance. Set forth on Schedule 10.16 is a complete and accurate
summary of the liability, hazard and business interruption insurance program of
the Company and its Subsidiaries as of the Closing Date (including the names of
all insurers, policy numbers, expiration dates, amounts and types of coverage,
annual premiums, exclusions, deductibles, self-insured retention, and a
description in reasonable detail of any self-insurance program, retrospective
rating plan, fronting arrangement or other risk assumption arrangement involving
the Company or any Subsidiary).

     10.17 Real Property. Set forth on Schedule 10.17 is a complete and accurate
list, as of the Closing Date, of the addresses of all real property owned or
leased by the Company or any Subsidiary, together with, in the case of leased
property, the name and mailing address of the lessor of such property.

     10.18 Information. All information heretofore or contemporaneously herewith
furnished in writing by the Company or any other Loan Party to the Bank for
purposes of or in connection with this Agreement and the transactions
contemplated hereby is, and all written information hereafter furnished by or on
behalf of the Company or any Subsidiary to the Bank pursuant hereto or in
connection herewith will be, true and accurate in every material respect on the
date as of which such information is dated or certified, and none of such
information is or will be incomplete by omitting to state any material fact
necessary to make such information not misleading in light of the circumstances
under which made (it being recognized by the Bank that any projections and
forecasts provided by the Company are based on good faith estimates and
assumptions believed by the Company to be reasonable as of the date of the
applicable projections or assumptions and that actual results during the period
or periods covered by any such projections and forecasts may differ from
projected or forecasted results).

     10.19 Intellectual Property. The Company and each Subsidiary owns and
possesses or has a license or other right to use all patents, patent rights,
trademarks, trademark rights, trade names, trade name rights, service marks,
service mark rights and copyrights as are necessary for the conduct of the
business of the Company and its Subsidiaries, without any infringement upon
rights of others which could reasonably be expected to have a Material Adverse
Effect. Attached hereto as Schedule 10.19 is a true, correct and complete
listing of all such patents, patent rights, trademarks, trademark rights, trade
names, trade name rights, service marks, service mark rights and copyrights.

     10.20 Burdensome Obligations. Neither the Parent, the Company nor any
Subsidiary is a party to any agreement or contract or subject to any corporate,
partnership or other entity restriction which might reasonably be expected to
have a Material Adverse Effect.

                                       17

<PAGE>

     10.21  Labor Matters. Except as set forth on Schedule10.21, neither the
Company nor any Subsidiary is subject to any labor or collective bargaining
agreement. There are no existing or threatened strikes, lockouts or other labor
disputes involving the Company or any Subsidiary that singly or in the aggregate
could reasonably be expected to have a Material Adverse Effect. Hours worked by
and payment made to employees of the Company and its Subsidiaries are not in
violation of the Fair Labor Standards Act or any other applicable law, rule or
regulation dealing with such matters.

     10.22  No Default. No Event of Default or Unmatured Event of Default exists
or would result from the incurring by the Company of any Debt hereunder or under
any other Loan Document.

     SECTION 11  COVENANTS.

     Until all Obligations are paid in full, the Company agrees that, unless at
any time the Bank shall otherwise expressly consent in writing, it will:

     11.1   Reports, Certificates and Other Information. Furnish to the Bank:

     11.1.1 Annual Financial Statements. As soon as available, but in any event
within 120 days after the end of each Fiscal Year, a consolidated and
consolidating balance sheet of the Parent and its Subsidiaries as at the end of
such Fiscal Year, and the related consolidated and consolidating statements of
income and cash flows for such Fiscal Year, setting forth in each case in
comparative form the figures for the previous Fiscal Year, all in reasonable
detail, audited and accompanied by a report and opinion of an independent
certified public accountant reasonably acceptable to the Bank, which report and
opinion shall be prepared in accordance with GAAP and shall not be subject to
any qualifications or exceptions as to the scope of the audit nor to any
qualifications or exceptions.

     11.1.2 Quarterly Financial Statements. As soon as available, but in any
event within 45 days after the end of each of the first three Fiscal Quarters of
each Fiscal Year, a consolidated and consolidating balance sheet of the Parent
and its Subsidiaries as at the end of such Fiscal Quarter, and the related
consolidated and consolidating statements of income and cash flows for such
Fiscal Quarter and for the portion of the Fiscal Year then ended, setting forth
in each case in comparative form the figures for the corresponding Fiscal
Quarter of the previous Fiscal Year and the corresponding portion of the
previous Fiscal Year, all in reasonable detail and certified by the Chief
Financial Officer of the Parent as fairly presenting the financial condition,
results of operations and cash flows of the Parent and its Subsidiaries in
accordance with GAAP, subject only to normal year-end audit adjustments.

     11.1.3 Compliance Certificates. Contemporaneously with the furnishing of a
copy of each report pursuant to Section 11.1.1 and Section 11.1.2 and the
financial statements required therein, a duly completed compliance certificate
in the form of Exhibit B, with appropriate insertions, dated the date of such
annual report or such quarterly reports and signed by the Chief Financial
Officer of the Parent, containing (i) a computation of each of the financial
ratios and restrictions set forth in Section 11.6 and a statement to the effect
that such officer has not become aware of any Event of Default or Unmatured
Event of Default that has occurred and is continuing or, if there is any such
event, describing it and the steps, if any, being taken to cure it and (ii) a
written statement

                                       18

<PAGE>

of the Parent's management setting forth a discussion of the Parent's financial
condition, changes in financial condition and results of operations.

     11.1.4 Reports to the SEC and to Shareholders. Promptly upon the filing or
sending thereof, copies of all regular, periodic or special reports of the
Parent, the Company or any Subsidiary filed with the SEC; copies of all
registration statements of the Parent, the Company or any Subsidiary filed with
the SEC, and copies of all proxy statements or other communications made to
security holders generally.

     11.1.5 Notice of Default, Litigation and ERISA Matters. Promptly upon
becoming aware of any of the following, written notice describing the same and
the steps being taken by the Parent, the Company or the Subsidiary affected
thereby with respect thereto:

            (a) the occurrence of an Event of Default or an Unmatured Event of
     Default;

            (b) any litigation, arbitration or governmental investigation or
     proceeding not previously disclosed by the Company to the Bank which has
     been instituted or, to the knowledge of the Company, is threatened against
     the Parent, the Company or any Subsidiary or to which any of the properties
     of any thereof is subject which might reasonably be expected to have a
     Material Adverse Effect;

            (c) the institution of any steps by any member of the Controlled
     Group or any other Person to terminate any Pension Plan, or the failure of
     any member of the Controlled Group to make a required contribution to any
     Pension Plan (if such failure is sufficient to give rise to a Lien under
     Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the
     taking of any action with respect to a Pension Plan which could result in
     the requirement that the Company furnish a bond or other security to the
     PBGC or such Pension Plan, or the occurrence of any event with respect to
     any Pension Plan or Multiemployer Pension Plan which could result in the
     incurrence by any member of the Controlled Group of any material liability,
     fine or penalty (including any claim or demand for withdrawal liability or
     partial withdrawal from any Multiemployer Pension Plan), or any material
     increase in the contingent liability of the Company with respect to any
     post-retirement welfare plan benefit, or any notice that any Multiemployer
     Pension Plan is in reorganization, that increased contributions may be
     required to avoid a reduction in plan benefits or the imposition of an
     excise tax, that any such plan is or has been funded at a rate less than
     that required under Section 412 of the Code, that any such plan is or may
     be terminated, or that any such plan is or may become insolvent;

            (d) any cancellation or material change in any insurance maintained
     by the Parent, the Company or any Subsidiary; or

            (e) any other event (including (i) any violation of any
     Environmental Law or the assertion of any Environmental Claim or (ii) the
     enactment or effectiveness of any law, rule or regulation) which might
     reasonably be expected to have a Material Adverse Effect.

     11.1.6 Management Reports. Promptly upon the request of the Bank, copies of
all detailed financial and management reports submitted to the Parent or the
Company by independent auditors in connection with each annual or interim audit
made by such auditors of the books of the Parent or the Company.

                                       19

<PAGE>

     11.1.7 Subordinated Debt Notices. Promptly from time to time, copies of any
notices (including notices of default or acceleration) received from any holder
or trustee of, under or with respect to any Subordinated Debt.

     11.1.8 Harper. (i) As soon as available, but in any event within 120 days
after the end of each calendar year, personal financial statements (in form and
substance satisfactory to the Bank) of Harper, certified by Harper as true and
correct. (ii) Within fifteen (15) days of the filing thereof, copies of income
tax returns of Harper (together with all schedules thereto) filed with the
Internal Revenue Service.

     11.1.9 Other Information. Promptly from time to time, such other
information concerning the Parent, the Company, the Subsidiaries and Harper as
the Bank may reasonably request.

     11.2   Books, Records and Inspections. Keep, and cause the Parent and each
Subsidiary to keep, its books and records in accordance with sound business
practices sufficient to allow the preparation of financial statements in
accordance with GAAP; permit, and cause the Parent and each Subsidiary to
permit, the Bank or any representative thereof to inspect the properties and
operations of the Parent, the Company or such Subsidiary; and permit, and cause
the Parent and each Subsidiary to permit, at any reasonable time and with
reasonable notice (or at any time without notice if an Event of Default exists),
the Bank or any representative thereof to visit any or all of its offices, to
discuss its financial matters with its officers and its independent auditors
(and the Company hereby authorizes such independent auditors to discuss such
financial matters with the Bank or any representative thereof), and to examine
(and, at the expense of the Company, photocopy extracts from) any of its books
or other records; and permit, and cause the Parent and each Subsidiary to
permit, the Bank and its representatives to inspect, audit, check and make
copies of and extracts from the books, records, computer data, computer
programs, journals, orders, receipts, correspondence and other data. All such
inspections or audits by the Bank shall be at the Company's expense.

     11.3   Maintenance of Property; Insurance.

            (a) Keep, and cause the Parent and each Subsidiary to keep, all
     property useful and necessary in the business of the Company, the Parent or
     such Subsidiary in good working order and condition, ordinary wear and tear
     excepted.

            (b) Maintain, and cause the Parent and each Subsidiary to maintain,
     with responsible insurance companies, such insurance as may be required by
     any law or governmental regulation or court decree or order applicable to
     it and such other insurance, to such extent and against such hazards and
     liabilities, as is customarily maintained by companies similarly situated,
     but which shall insure against all risks and liabilities of the type
     identified on Schedule 10.16 and shall have insured amounts no less than,
     and deductibles no higher than, those set forth on such schedule; and, upon
     request of the Bank, furnish to the Bank a certificate setting forth in
     reasonable detail the nature and extent of all insurance maintained by the
     Company, the Parent and its Subsidiaries. The Company shall cause each
     issuer of an insurance policy to provide the Bank with an endorsement (i)
     showing loss payable to the Bank with respect to each policy of liability
     or business interruption insurance and naming the Bank as loss payee with
     respect to each policy of insurance for liability and business interruption
     damage, (ii) providing that 30 days' notice will be given to the Bank prior
     to any cancellation of, material reduction or change in coverage provided

                                       20

<PAGE>

     by or other material modification to such policy and (iii) reasonably
     acceptable in all other respects to the Bank. The Company shall, and shall
     cause the Parent to, execute and deliver to the Bank a collateral
     assignment, in form and substance satisfactory to the Bank, of each
     business interruption insurance policy maintained by the Company or the
     Parent, as the case may be.

            (c) UNLESS THE COMPANY PROVIDES THE BANK WITH EVIDENCE OF THE
     INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE BANK MAY PURCHASE
     INSURANCE AT THE COMPANY'S EXPENSE. THIS INSURANCE MAY, BUT NEED NOT,
     PROTECT THE COMPANY'S INTERESTS. THE COVERAGE THAT THE BANK PURCHASES MAY
     NOT PAY ANY CLAIM THAT IS MADE AGAINST THE COMPANY. THE COMPANY MAY LATER
     CANCEL ANY INSURANCE PURCHASED BY THE BANK, BUT ONLY AFTER PROVIDING THE
     BANK WITH EVIDENCE THAT THE COMPANY HAS OBTAINED INSURANCE AS REQUIRED BY
     THIS AGREEMENT. IF THE BANK PURCHASES INSURANCE, THE COMPANY WILL BE
     RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY
     OTHER CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE,
     UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE
     INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT
     OF THE LOAN. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE
     INSURANCE THE COMPANY MAY BE ABLE TO OBTAIN ON ITS OWN.

     11.4   Compliance with Laws; Payment of Taxes; Liabilities. (a) Comply, and
cause each of the Parent and each Subsidiary to comply, in all material respects
with all applicable laws, rules, regulations, decrees, orders, judgments,
licenses and permits, except where failure to comply could not reasonably be
expected to have a Material Adverse Effect; (b) pay, and cause the Parent and
each Subsidiary to pay, prior to delinquency, all taxes and other governmental
charges against it or any of its property, as well as claims of any kind which,
if unpaid, might become a Lien on any of its property; provided that the
foregoing shall not require the Company, the Parent or any Subsidiary to pay any
such tax or charge so long as it shall contest the validity thereof in good
faith by appropriate proceedings and shall set aside on its books adequate
reserves with respect thereto in accordance with GAAP; and (c) inform the Bank
of all actual and contingent liabilities of the Company or the Parent in excess
of $100,000.

     11.5   Maintenance of Existence, etc. Maintain and preserve, and cause each
of the Parent and the Subsidiaries to maintain and preserve, (a) its existence
and good standing in the jurisdiction of its organization and (b) its
qualification to do business and good standing in each jurisdiction where the
nature of its business makes such qualification necessary (except in those
instances in which the failure to be qualified or in good standing does not have
a Material Adverse Effect). Neither the Company, the Parent nor any Subsidiary
shall change its principal place of business or chief executive office except
upon 30 days' prior written notice to the Bank.

     11.6   Financial Covenants.

     11.6.1 Debt Service Coverage Ratio. Not permit the Debt Service Coverage
Ratio for any Computation Period to be less than 2.00 to 1.00.

                                       21

<PAGE>

     11.6.2 Capital Expenditures. Not permit the aggregate amount of all Capital
Expenditures made by the Company and its Subsidiaries in any Fiscal Year to
exceed the amount of depreciation for that year, provided, however, that the
Company may make Capital Expenditures not to exceed $800,000 in the aggregate
for the projects set forth on Schedule 11.6.2 hereto.

     11.6.3 Tangible Net Worth. Not permit Tangible Net Worth during Fiscal Year
2002 to be less than ninety percent (90%) of the Tangible Net Worth at December
31, 2001 (as adjusted to reflect the purchase of the Manni Shares). For each
succeeding Fiscal Year, not permit Tangible Net Worth during such Fiscal Year to
be less than the sum of (i) the Tangible Net Worth as of the end of the
immediately preceding Fiscal Year and (ii) an amount equal to fifty percent
(50%) of the Consolidated Net Income earned in such preceding Fiscal Year (with
no deduction for a net loss in any such Fiscal Year). This financial covenant
shall be tested as of the end of each Fiscal Quarter.

     11.7   Limitations on Debt. Without the prior written consent of Bank, not,
nor permit the Parent or any Subsidiary to, create, incur, assume or suffer to
exist any Debt, except:

            (a) obligations under this Agreement and the other Loan Documents;

            (b) Debt secured by Liens permitted by Section 11.8, and extensions,
     renewals and refinancings thereof;

            (c) New additional indebtedness for borrowed money, secured or
     unsecured, or in the form of purchase money obligations in an aggregate
     amount not to exceed $50,000 in any one Fiscal Year;

            (d) Debt described on Schedule 11.7 and any extension, renewal or
     refinancing thereof so long as the principal amount thereof is not
     increased; and

            (e) Trade payables and overdrafts in an aggregate outstanding amount
     at any one time not to exceed $800,000.


     11.8   Liens. Not, and not permit the Parent or any Subsidiary to, create
or permit to exist any Lien on any of its real or personal properties, assets or
rights of whatsoever nature (whether now owned or hereafter acquired), except:

            (a) Liens for taxes or other governmental charges not at the time
     delinquent or thereafter payable without penalty or being contested in good
     faith by appropriate proceedings and, in each case, for which it maintains
     adequate reserves;

            (b) Liens arising in the ordinary course of business (such as (i)
     Liens of carriers, warehousemen, mechanics and materialmen and other
     similar Liens imposed by law and (ii) Liens incurred in connection with
     worker's compensation, unemployment compensation and other types of social
     security (excluding Liens arising under ERISA) or in connection with surety
     bonds, bids, performance bonds and similar obligations) for sums not
     overdue or being contested in good faith by

                                       22

<PAGE>

     appropriate proceedings and not involving any deposits or advances or
     borrowed money or the deferred purchase price of property or services and,
     in each case, for which it maintains adequate reserves;

            (c) Liens described on Schedule 11.8;

            (d) Liens existing on property at the time of the acquisition
     thereof by the Company or any Subsidiary (and not created in contemplation
     of such acquisition);

            (e) attachments, appeal bonds, judgments and other similar Liens,
     for sums not exceeding $100,000 arising in connection with court
     proceedings, provided the execution or other enforcement of such Liens is
     effectively stayed and the claims secured thereby are being actively
     contested in good faith and by appropriate proceedings;

            (f) easements, rights of way, restrictions, minor defects or
     irregularities in title and other similar Liens not interfering in any
     material respect with the ordinary conduct of the business of the Company
     or any Subsidiary;

            (g) Liens arising under the Loan Documents;

            (h) the replacement, extension or renewal of any Lien permitted by
     Section 11.8(c) upon or in the same property theretofore subject thereto
     arising out of the extension, renewal or replacement of the Debt secured
     thereby (without increase in the amount thereof); and

            (i) Liens arising in connection with new indebtedness permitted
     under Section 11.7(d).

     11.9   INTENTIONALLY OMITTED

     11.10  Restricted Payments. Except as expressly permitted by this
Agreement, not permit the Parent to, (a) make any distribution to any of its
shareholders, (b) subject to Section 11.28, purchase or redeem any of its
capital stock interests or other equity interests or any warrants, options or
other rights in respect thereof, (c) pay any management fees or similar fees to
any of its shareholders or any Affiliate thereof, or (d) set aside funds for any
of the foregoing; provided, however, that the Parent may repurchase a portion of
its outstanding shares of common stock in an amount not to exceed $100,000
during any twelve (12) month period.

     11.11  Mergers, Consolidations, Sales. Not, and not permit the Parent or
any Subsidiary to, be a party to any merger or consolidation, or purchase or
otherwise acquire all or substantially all of the assets or any stock of any
class of, or any partnership or joint venture interest in, any other Person, or
sell, transfer, convey or lease all or any substantial part of its assets, or
sell or assign with or without recourse any receivables, in each case without
the prior written consent of the Bank.

     11.12  Modification of Organizational Documents. Not permit the Certificate
or Articles of Incorporation, By-Laws or other organizational documents of the
Parent, the Company or any Subsidiary to be amended or modified in any way which
might reasonably be expected to materially adversely affect the interests of the
Bank.

                                       23

<PAGE>

     11.13  Use of Proceeds. Use the proceeds of the Loan solely to repurchase
the Manni Shares; and not use or permit any proceeds of the Loan to be used,
either directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of "purchasing or carrying" any Margin Stock.

     11.14  Further Assurances. Take such actions, and cause the Parent, Harper
and Shuffield to take such actions, as are necessary or as the Bank may
reasonably request from time to time (including the execution and delivery of
guaranties, security agreements, pledge agreements, mortgages, deeds of trust,
financing statements and other documents, the filing or recording of any of the
foregoing, and the delivery of stock certificates and other collateral with
respect to which perfection is obtained by possession) to ensure that the
obligations of the Company hereunder and under the other Loan Documents are
secured by a first priority perfected security interest in all of the
Collateral, including substantially all of the assets of the Company and the
Parent.

     11.15  Transactions with Affiliates. Not, and not permit the Parent or any
Subsidiary to, enter into, or cause, suffer or permit to exist any transaction,
arrangement or contract with any of its other Affiliates (other than between the
Parent and the Company and its Subsidiaries) which is on terms that are less
favorable than are obtainable from any Person which is not one of its
Affiliates.

     11.16  Employee Benefit Plans. Maintain, and cause each Subsidiary to
maintain, each Pension Plan in substantial compliance with all applicable
requirements of law and regulations.

     11.17  Environmental Matters.

            (a) If any Release or Disposal of Hazardous Substances shall occur
     or shall have occurred on any real property or any other assets of the
     Company or any Subsidiary, the Company shall, or shall cause the applicable
     Subsidiary to, cause the prompt containment and removal of such Hazardous
     Substances and the remediation of such real property or other assets as
     necessary to comply with all Environmental Laws and to preserve the value
     of such real property or other assets. Without limiting the generality of
     the foregoing, the Company shall, and shall cause each Subsidiary to,
     comply with any valid Federal or state judicial or administrative order
     requiring the performance at any real property of the Company or any
     Subsidiary of activities in response to the Release or threatened Release
     of a Hazardous Substance.

            (b) To the extent that the transportation of "hazardous waste" as
     defined by RCRA is permitted by this Agreement, the Company shall, and
     shall cause its Subsidiaries to, dispose of such hazardous waste only at
     licensed disposal facilities operating in compliance with Environmental
     Laws.

     11.18  Unconditional Purchase Obligations. Not, and not permit any
Subsidiary to, enter into or be a party to any contract for the purchase of
materials, supplies or other property or services if such contract requires that
payment be made by it regardless of whether delivery is ever made of such
materials, supplies or other property or services.

     11.19  Inconsistent Agreements. Not, and not permit the Parent or any
Subsidiary to, enter into any agreement containing any provision which would (a)
be violated or breached by the borrowing by the Company hereunder or by the
performance by the Parent, the Company or any Subsidiary of any of its
Obligations

                                       24

<PAGE>

hereunder or under any other Loan Document, (b) prohibit the Parent, the Company
or any Subsidiary from granting to the Bank a Lien on any of its assets or (c)
create or permit to exist or become effective any encumbrance or restriction on
the ability of any Subsidiary to (i) pay dividends or make other distributions
to the Parent or the Company or any other applicable Subsidiary, or pay any Debt
owed to the Parent, the Company or any other Subsidiary, (ii) make loans or
advances to the Company or the Parent or (iii) transfer any of its assets or
properties to the Company or the Parent.

     11.20  Business Activities; Name; Change of Control.

            (a) Not, and not permit the Parent or any Subsidiary to, engage in
     any line of business other than the businesses engaged in on the date
     hereof and businesses reasonably related thereto.

            (b) Not, and not permit the Parent or any Subsidiary to, change its
     legal name.

            (c) Not permit any change in the ownership of the stock of the
     Company or any Subsidiary.

     11.21  Investments. Except as expressly set forth in this Agreement, not,
and not permit the Parent or any Subsidiary to, make or permit to exist any
Investment in any other Person, except (without duplication) the following:

            (a) Suretyship Liabilities not to exceed $100,000 in the aggregate
     at any one time outstanding;

            (b) Cash Equivalent Investments;

            (c) Investments in securities of account debtors received pursuant
     to any plan of reorganization or similar arrangement upon the bankruptcy or
     insolvency of such account debtors; and

            (d) Investments listed on Schedule 11.21;

provided that no Investment otherwise permitted hereunder shall be permitted to
be made if, immediately before or after giving effect thereto, any Event of
Default or Unmatured Event of Default exists.

     11.22  Fiscal Year. Not change its Fiscal Year.

     11.23  Cancellation of Debt. Not, and not permit any Subsidiary to, cancel
any claim or debt owing to it, except for reasonable consideration or in the
ordinary course of busine(S)

     11.24  Subordinated Debt. Not, and not permit the Parent or any Subsidiary
to, make any redemption prepayment, defeasance or repurchase of any Subordinated
Debt.

     11.25  Accounts. The Company shall maintain its primary operating, trust
and investment accounts with the Bank. The Company shall cause the Parent and
the Parent's other Subsidiaries to maintain their primary operating, trust and
investment accounts with the Bank.

                                       25

<PAGE>

     11.26  Harper. Not permit an increase in the maximum principal amount of
the debt of Harper to the Other Secured Party.

     11.27  Compensation. Not, and not permit the Parent or any Affiliate to,
pay compensation to Harper and Shuffield which is in excess of the base
compensation and non-discretionary bonuses each is entitled to receive under
employment contracts existing as of the date hereof, complete and accurate
copies of which have been furnished to the Bank.

     SECTION 12  EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

     The obligation of the Bank to make the Loan is subject to the following
conditions precedent:

     12.1   Credit Extension. The obligation of the Bank to make available the
Loan is subject to the conditions precedent that (1) the Bank has received a
counterpart copy of this Agreement executed by the Company and (2) the Bank
shall have received all of the following, each duly executed and dated the
Closing Date (or such earlier date as shall be satisfactory to the Bank), in
form and substance satisfactory to the Bank (and the date on which all such
conditions precedent have been satisfied or waived in writing by the Bank is
called the "Closing Date"):

     12.1.1 Note. The Note executed by the Company.

     12.1.2 Resolutions. Certified copies of resolutions of the Board of
Directors of the Company authorizing the execution, delivery and performance by
the Company of this Agreement, the Note, and the other Loan Documents to which
the Company is a party; and certified copies of resolutions of the Board of
Directors of each other Loan Party which is an entity authorizing the execution,
delivery and performance by such Loan Party of each Loan Document to which such
entity is a party.

     12.1.3 Consents, etc. Certified copies of all documents evidencing any
necessary corporate action, consents and governmental approvals (if any)
required for the execution, delivery and performance by the Company and each
other Loan Party of the documents referred to in Section 12.

     12.1.4 Incumbency and Signature Certificates. A certificate of the
Secretary or an Assistant Secretary (or other appropriate representative) of
each Loan Party which is an entity certifying the names of the officer or
officers of such entity authorized to sign the Loan Documents to which such
entity is a party, together with a sample of the true signature of each such
officer (it being understood that the Bank may conclusively rely on each such
certificate until formally advised by a like certificate of any changes
therein).

     12.1.5 Pledge Agreements and Security Agreements. A counterpart of each of
the Pledge Agreements and the Security Agreements, executed by the parties
thereto.

     12.1.6 Opinions of Counsel. The opinion of Adorno & Zeder substantially in
the form of Exhibit D, and such other opinions of counsel as the Bank may
reasonably require.

                                       26

<PAGE>

     12.1.7  Insurance. Evidence satisfactory to the Bank of the existence of
insurance required to be maintained pursuant to Sections 9.3 and 11.3(b),
together with evidence that the Bank has been named as a lender's loss payee and
an additional insured on all related insurance policies.

     12.1.8  Payment of Fees. Evidence of payment by the Company of all accrued
and unpaid fees, costs and expenses to the extent then due and payable on the
Closing Date, including without limitation any documentary stamp taxes and
intangible taxes, together with all Attorney Costs of the Bank to the extent
included in the Closing Statement for the Loan, which may include such
additional amounts of Attorney Costs as shall constitute the Bank's reasonable
estimate of Attorney Costs incurred or to be incurred by the Bank through the
closing proceedings.

     12.1.9  Solvency Certificate, Certificates of No Material Adverse Change.
A Solvency Certificate, substantially in the form of Exhibit E, executed by the
Chief Financial Officer of the Company, a Certificate of No Material Adverse
Change, substantially in the form of Exhibit E-1, executed by the Chief
Executive Officer of the Company, a Solvency Certificate, substantially in the
form of Exhibit E-2, executed by the Chief Financial Officer of the Parent, and
a Certificate of No Material Adverse Change, substantially in the form of
Exhibit E-3, executed by the Chief Executive Officer of the Parent.

     12.1.10 Search Results; Lien Terminations. Certified copies of UCC Requests
for Information or Copies (Form UCC-11), or a similar search report certified by
a party acceptable to the Bank, dated a date reasonably near to the Closing
Date, listing all effective financing statements which name the Parent and/or
the Company (under their present names and any previous names) as debtors and
which are filed in the jurisdictions in which filings are to be made pursuant to
the Collateral Documents, together with (i) copies of such financing statements,
(ii) copies of proper UCC-3 termination statements, if any, necessary to release
all Liens and other rights of any Person in any collateral described in the
Collateral Documents previously granted by any Person (other than Liens
permitted by Section 11.8) and (iii) such other UCC-3 termination statements as
the Bank may reasonably request.

     12.1.11 Filings, Registrations and Recordings. The Bank shall have received
each document (including UCC financing statements) required by the Collateral
Documents or under law or reasonably requested by the Bank to be filed,
registered or recorded in order to create in favor of the Bank, a perfected Lien
on the Collateral described therein, prior and superior to any other Person, in
proper form for filing, registration or recording.

     12.1.12 Closing Certificate. A certificate signed by a vice president of
the Company dated as of the Closing Date, affirming the matters set forth in
Section 12.1.19 as of the Closing Date.

     12.1.13 Governmental Approvals. All governmental and third party approvals,
if any, necessary in connection with the financing contemplated herein shall
have been obtained on terms reasonably satisfactory to the Bank and shall be in
full force and effect.

     12.1.14 Financial Statements. Copies of the audited consolidated and
consolidating financial statements of the Parent for the Fiscal Year ended
December 31, 2001; and such financial statements shall not

                                       27

<PAGE>

disclose, in the judgment of the Bank, any material adverse change from what was
reflected in the financial statements furnished to Bank prior to the date
hereof.

     12.1.15 Guaranty. Counterpart copies of each Guaranty, executed by the
Guarantors.

     12.1.16 Organizational Documents. Such evidence as the Bank may reasonably
require to verify that the Company and each Loan Party which is an entity are
duly organized or formed, validly existing, in good standing or with active
status and qualified to engage in business (in such Loan Party's jurisdiction of
organization and each other jurisdiction where the failure to be so qualified
would have a Material Adverse Effect), including certified copies of the
Articles of Incorporation and Bylaws (or other similar entity documents, as
applicable), certificates of good standing/active status and/or qualification to
engage in business.

     12.1.17 Manni. Such evidence as the Bank may reasonably require to verify
that Manni retains ownership of 508,235 shares of common stock of the Parent.

     12.1.18 Non-Compete. Executed copies of a management agreement, in form and
substance satisfactory to the Bank, with each of Harper and Shuffield, which
includes an agreement by each not to compete with the Company, the Parent or any
of the Subsidiaries at any time prior to the payment in full of the Obligations.

     12.1.19 Compliance with Warranties, No Default, etc. On the Closing Date,
both before and after giving effect to the funding of the Loan, the following
statements shall be true and correct:

            (a) the representations and warranties of the Company and of each
     Loan Party set forth in this Agreement and the other Loan Documents
     (including, without limitation, the material adverse change and litigation
     representations) shall be true and correct in all material respects with
     the same effect as if then made (except to the extent stated to relate to a
     specific earlier date, in which case such representations and warranties
     shall be true and correct as of such earlier date); and

            (b) no Event of Default or Unmatured Event of Default shall have
     occurred and be continuing.

     12.1.20 Other. Such other documents as the Bank may reasonably request.

     SECTION 13  EVENTS OF DEFAULT AND THEIR EFFECT.

     13.1    Events of Default. Each of the following shall constitute an Event
of Default under this Agreement:

     13.1.1  Non-Payment of the Loan, etc. Default in the payment when due of
the principal of or interest on the Loan, any fees or any other amount payable
by the Company hereunder or under any other Loan Document.

     13.1.2  Non-Payment or other Default of Other Debt. Any default shall occur
under the terms applicable to any Debt of the Company or any Loan Party and such
default shall (a) consist of the failure to pay such Debt when due, whether by
acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit
the holder

                                       28

<PAGE>

or holders thereof, or any trustee or agent for such holder or holders, to cause
such Debt to become due and payable (or require the Company or any Loan Party to
purchase or redeem such Debt) prior to its expressed maturity. Any other default
shall occur under the terms of applicable to any Debt of the Company or any Loan
Party which might reasonably be expected to have a Material Adverse Effect.

     13.1.3 Other Material Obligations. Default in the payment when due, or in
the performance or observance of, any material obligation of, or condition
agreed to by, the Company or any Subsidiary with respect to any material
purchase or lease of goods or services where such default, singly or in the
aggregate with all other such defaults, might reasonably be expected to have a
Material Adverse Effect.

     13.1.4 Bankruptcy, Insolvency, etc. The Company or any Loan Party becomes
insolvent or generally fails to pay, or admits in writing its inability or
refusal to pay, debts as they become due; or the Company or any Loan Party
applies for, consents to, or acquiesces in the appointment of a trustee,
receiver or other custodian for the Company or such Loan Party or any property
thereof, or makes a general assignment for the benefit of creditors; or, in the
absence of such application, consent or acquiescence, a trustee, receiver or
other custodian is appointed for the Company or any Loan Party or for a
substantial part of the property of any thereof and is not discharged within 60
days; or any bankruptcy, reorganization, debt arrangement, or other case or
proceeding under any bankruptcy or insolvency law, or any dissolution or
liquidation proceeding, is commenced in respect of the Company or any Loan
Party, and if such case or proceeding is not commenced by the Company or such
Loan Party, it is consented to or acquiesced in by the Company or such Loan
Party, or remains for 30 days undismissed; or the Company or any Loan Party
takes any action to authorize, or in furtherance of, any of the foregoing.

     13.1.5 Non-Compliance with Loan Documents. (a) Failure by the Company to
comply with or to perform any covenant set forth in Sections 11.1.5(a), 11.5
through 11.15, and 11.20 through 11.22; or (b) failure by the Company or any
Loan Party to comply with or to perform any other provision of this Agreement or
any other Loan Document (and not constituting an Event of Default under any
other provision of this Section 13) and continuance of such failure described in
this clause (b) for 30 days; or (c) either Guaranty shall be terminated or
otherwise cease to be in full force and effect.

     13.1.6 Warranties. Any warranty, representation or certification made by
the Company or, any Loan Party herein or in any other Loan Document is breached
or is false or misleading in any material respect, or any schedule, certificate,
financial statement, report, notice or other writing furnished by the Company or
any Loan Party to the Bank in connection herewith is false or misleading in any
material respect on the date as of which the facts therein set forth are stated
or certified.

     13.1.7 Pension Plans. (i) Institution of any steps by the Company or any
other Person to terminate a Pension Plan if as a result of such termination the
Company could be required to make a contribution to such Pension Plan, or could
incur a liability or obligation to such Pension Plan, in excess of $100,000;
(ii) a contribution failure occurs with respect to any Pension Plan sufficient
to give rise to a Lien under Section 302(f) of ERISA; or (iii) there shall occur
any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the
withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans
as a result of such withdrawal (including any outstanding withdrawal liability
that the Parent, the Company and the Controlled Group have incurred on the date
of such withdrawal) exceeds $100,000.

                                       29

<PAGE>

     13.1.8  Judgments. Final judgments which, in the aggregate at any one time
outstanding, exceed applicable insurance coverage by $100,000 or more shall be
rendered against the Parent, the Company or any Subsidiary and shall not have
been paid, discharged or vacated or had execution thereof stayed pending appeal
within 90 days after entry or filing of such judgments.

     13.1.9  Invalidity of Collateral Documents, etc. Any Collateral Document
shall cease to be in full force and effect; or the Parent, the Company or any
other Loan Party (or any Person by, through or on behalf of the Parent, the
Company or any other Loan Party) shall contest in any manner the validity,
binding nature or enforceability of any Collateral Document.

     13.1.10 Material Adverse Effect. The occurrence of any event having a
Material Adverse Effect.

     13.1.11 Management. (i) Shuffield shall cease to be active in the full-time
management of the Company and the Parent; (ii) Harper shall cease to devote
substantially the same amount of business hours to the management of the Company
and the Parent as he has devoted immediately prior to the date hereof.

     13.1.12 Parent, Harper and Shuffield. To the extent the Company has
expressly covenanted in this Agreement to cause the Parent, Harper or Shuffield
to take, or desist from taking, a certain action, the failure by either of the
Parent, Harper or Shuffield to take, or desist from taking , such action, as the
case may be.

     13.2    Effect of Event of Default. If any Event of Default described in
Section 13.1.4 shall occur, the Loan and all other obligations hereunder shall
become immediately due and payable, all without presentment, demand, protest or
notice of any kind; and, if any other Event of Default shall occur and be
continuing, the Bank shall declare the Loan and all other Obligations hereunder
to be due and payable, whereupon the Loan and all other Obligations hereunder
shall become immediately due and payable, all without presentment, demand,
protest or notice of any kind, all of which are hereby waived by the Company.
The Bank shall promptly advise the Company of any such declaration, but failure
to do so shall not impair the effect of such declaration.

     SECTION 14  GENERAL.

     14.1    Waiver; Amendments. No delay on the part of the Bank in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial exercise by any of them of any right, power or
remedy preclude other or further exercise thereof, or the exercise of any other
right, power or remedy. No amendment, modification or waiver of, or consent with
respect to, any provision of this Agreement or the Note shall in any event be
effective unless the same shall be in writing and signed and delivered by the
Bank, and then any such amendment, modification, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

     14.2    Notices. All notices hereunder shall be in writing (including
facsimile transmission) and shall be sent to the applicable party at its address
shown on Schedule 14.2 or at such other address as such party may, by written
notice received by the other parties, have designated as its address for such
purpose. Notices sent by facsimile transmission shall be deemed to have been
given when sent; notices sent by mail shall be deemed to

                                       30

<PAGE>

have been given three Business Days after the date when sent by registered or
certified mail, postage prepaid; and notices sent by hand delivery or overnight
courier service shall be deemed to have been given when received.

     14.3   Computations. Where the character or amount of any asset or
liability or item of income or expense is required to be determined, or any
consolidation or other accounting computation is required to be made, for the
purpose of this Agreement, such determination or calculation shall, to the
extent applicable and except as otherwise specified in this Agreement, be made
in accordance with GAAP, consistently applied; provided that if the Company
notifies the Bank that the Company wishes to amend any covenant in Section 11 to
eliminate or to take into account the effect of any change in GAAP on the
operation of such covenant (or if the Bank notifies the Company that the Bank
wishes to amend Section 11 for such purpose), then the Company's compliance with
such covenant shall be determined on the basis of GAAP in effect immediately
before the relevant change in GAAP became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Company
and the Bank.

     14.4   Costs, Expenses and Taxes. Subject to the limits expressly set forth
in this Agreement, the Company agrees to pay on demand all reasonable
out-of-pocket costs and expenses of the Bank (including Attorney Costs) in
connection with the preparation, execution, syndication, delivery and
administration of this Agreement, the other Loan Documents and all other
documents provided for herein or delivered or to be delivered hereunder or in
connection herewith (including any amendment, supplement or waiver to any Loan
Document), and all reasonable out-of-pocket costs and expenses (including
Attorney Costs) incurred by the Bank after an Event of Default in connection
with the enforcement of this Agreement, the other Loan Documents or any such
other documents. In addition, the Company agrees to pay, and to save the Bank
harmless from all liability for, (a) any stamp or other taxes (including
documentary stamp taxes and intangible taxes, but excluding income taxes and
franchise taxes based on net income) which may be payable in connection with the
execution and delivery of this Agreement, the borrowings hereunder, the issuance
of the Note or the execution and delivery of any other Loan Document or any
other document provided for herein or delivered or to be delivered hereunder or
in connection herewith and (b) any fees of the Company's auditors in connection
with any reasonable exercise by the Bank of its rights pursuant to Section 11.2.
All obligations provided for in this Section 14.4 shall survive repayment of the
Loan, cancellation of the Note, and termination of this Agreement.

     14.5   Subsidiary References. The provisions of this Agreement relating to
Subsidiaries shall apply only during such times as the Parent has one or more
Subsidiaries.

     14.6   Captions. Section captions used in this Agreement are for
convenience only and shall not affect the construction of this Agreement.

     14.7   Assignments; Participations.

     14.7.1 Assignments. The Bank may at any time assign and delegate to one or
more commercial banks or financial institutions (any Person to whom such an
assignment and delegation is to be made being herein called an "Assignee") all
or any fraction of the Loan (which assignment and delegation shall be of a
constant, and not a varying, percentage of all of the Loan); provided that no
assignment and delegation may be made to any Person if, at the time of such
assignment and delegation, the Company would be obligated to pay any greater
amount under Section 7.5 or Section 8 to the Assignee than the Company is then
obligated to pay to the Bank under such

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Sections (and if any assignment is made in violation of the foregoing, the
Company will not be required to pay the incremental amounts).

     From and after the date on which the conditions described above have been
met, such Assignee shall be deemed automatically to have become a party hereto
and, to the extent that rights and obligations hereunder have been assigned and
delegated to such Assignee pursuant to an assignment agreement in form and
substance satisfactory to the Bank, shall have the rights and obligations of the
Bank hereunder and the Bank, to the extent that rights and obligations hereunder
have been assigned and delegated by it pursuant to such assignment Agreement,
shall be released from its obligations hereunder.

     Notwithstanding the foregoing provisions of this Section 14.7.1 or any
other provision of this Agreement, the Bank may at any time assign all or any
portion of the Loan and the Note to a Federal Reserve Bank.

     14.7.2 Participations. The Bank may at any time sell to one or more
commercial banks or other Persons participating interests in the Loan, the Note,
or any other interest of the Bank hereunder (any Person purchasing any such
participating interest being herein called a "Participant"). In the event of a
sale by a Bank of a participating interest to a Participant, (x) the Bank shall
remain the holder of the Note for all purposes of this Agreement, (y) the
Company shall continue to deal solely and directly with the Bank in connection
with the Bank's rights and obligations hereunder and (z) all amounts payable by
the Company shall be determined as if the Bank had not sold such participation
and shall be paid directly to the Bank. No Participant shall have any direct or
indirect voting rights hereunder. The Company agrees that if amounts outstanding
under this Agreement and the Note are due and payable (as a result of
acceleration or otherwise), each Participant shall be deemed to have the right
of setoff in respect of its participating interest in amounts owing under this
Agreement, to the same extent as if the amount of its participating interest
were owing directly to it as the Bank under this Agreement or the Note; provided
that such right of setoff shall be subject to the obligation of each Participant
to share with the Bank, and the Bank agrees to share with each Participant, as
provided in Section 7.4. The Company also agrees that each Participant shall be
entitled to the benefits of Section 7.5 and Section 8 as if it were the Bank
(provided that no Participant shall receive any greater compensation pursuant to
Section 7.5 or Section 8 than would have been paid to the Bank if no
participation had been sold).

     14.8   Governing Law. This Agreement, the Note and each other Loan Document
shall be a contract made under and governed by the internal laws of the State of
Florida applicable to contracts made and to be performed entirely within such
State. Whenever possible each provision of this Agreement and each other Loan
Document shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement or any Loan Document
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement or such Loan Document, as the case may be. All obligations of the
Company and rights of the Bank expressed herein or in any other Loan Document
shall be in addition to and not in limitation of those provided by applicable
law.

     14.9   Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts and
each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Agreement.

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     14.10  Successors and Assigns. This Agreement shall be binding upon the
Company, the Bank and their respective successors and assigns, and shall inure
to the benefit of the Company, the Bank and the successors and assigns of the
Bank, except that the Company may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of the Bank.

     14.11  Indemnification by the Company. In consideration of the execution
and delivery of this Agreement by the Bank and the making of the Loan hereunder,
the Company hereby agrees to indemnify, exonerate and hold the Bank and each of
the officers, directors, employees, Affiliates and agents of the Bank (each a
"Bank Party") free and harmless from and against any and all actions, causes of
action, suits, losses, liabilities, damages and expenses, including Attorney
Costs (collectively, the "Indemnified Liabilities"), incurred by the Bank
Parties or any of them as a result of, or arising out of, or relating to (i) any
transaction financed in whole or in part, directly or indirectly, with the
proceeds of the Loan, (ii) the use, handling, release, emission, discharge,
transportation, storage, treatment or disposal of any hazardous substance at any
property owned or leased by the Company or any Subsidiary, (iii) any violation
of any Environmental Laws with respect to conditions at any property owned or
leased by the Company or any Subsidiary or the operations conducted thereon,
(iv) the investigation, cleanup or remediation of offsite locations at which the
Company or any Subsidiary or their respective predecessors are alleged to have
directly or indirectly disposed of hazardous substances or (v) the execution,
delivery, performance or enforcement of this Agreement or any other Loan
Document by any of the Bank Parties, except for any such Indemnified Liabilities
arising on account of the applicable Bank Party's gross negligence or willful
misconduct. If and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Company hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. All obligations provided
for in this Section 14.11 shall survive repayment of the Loan, cancellation of
the Note, any foreclosure under, or any modification, release or discharge of,
any or all of the Collateral Documents and termination of this Agreement.

     14.12  Nonliability of Bank. The relationship between the Company on the
one hand and the Bank on the other hand shall be solely that of borrower and
lender. The Bank shall not have any fiduciary responsibility to the Company. The
Bank does not undertake any responsibility to the Company to review or inform
the Company or any matter in connection with any phase of the Company's business
or operations. The Company agrees that the Bank shall have no liability to the
Company (whether sounding in tort, contract or otherwise) for losses suffered by
the Company in connection with, arising out of, or in any way related to the
transactions contemplated and the relationship established by the Loan
Documents, or any act, omission or event occurring in connection therewith,
unless it is determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is sought. The Bank shall
have no liability with respect to, and the Company hereby waives, releases and
agrees not to sue for, any special, indirect or consequential damages suffered
by the Company in connection with, arising out of, or in any way related to the
Loan Documents or the transactions contemplated thereby.

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     14.13  Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE ELEVENTH
JUDICIAL CIRCUIT FOR MIAMI-DADE COUNTY, FLORIDA OR IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF FLORIDA; PROVIDED THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
BANK'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO
THE JURISDICTION OF THE ELEVENTH JUDICIAL CIRCUIT FOR MIAMI-DADE COUNTY, FLORIDA
AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA FOR
THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE COMPANY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF FLORIDA. THE
COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     14.14  Waiver of Jury Trial. EACH OF THE COMPANY AND THE BANK HEREBY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS UNDER THIS AGREEMENT, THE NOTE, ANY OTHER LOAN DOCUMENT AND ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY
BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

     14.15  Entire Agreement. This Agreement and the other documents,
certificates and instruments referred to herein constitute the entire agreement
between the parties and supersede and rescind any prior agreements relating to
the subject matter hereof.

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Delivered as of the day and year first above written.

                                   ESSLINGER-WOOTEN-MAXWELL, INC.


                                   By: /s/ Allen C. Harper
                                       Allen C. Harper, Chief Executive Officer




                                   MELLON UNITED NATIONAL BANK


                                   By: /s/ Roberto Pedroso
                                       Roberto Pedroso, Vice President

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