AMENDED AND RESTATED
                                CREDIT AGREEMENT

                            Dated as of May 26, 2000,

                                      among

                               ISG RESOURCES, INC.


                        INDUSTRIAL SERVICES GROUP, INC.,


                               THE SEVERAL LENDERS
                         FROM TIME TO TIME PARTY HERETO,


                             BANK OF AMERICA, N.A.,
                   as Administrative Agent and Issuing Lender

                                       AND

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                             as Documentation Agent

                         BANC OF AMERICA SECURITIES LLC,
                                   as Arranger


<PAGE>



                                        v



                                TABLE OF CONTENTS

SECTION 1 DEFINITIONS..........................................................1

   1.1   Definitions...........................................................1
   1.2   Computation of Time Periods..........................................33
   1.3   Accounting Terms.....................................................33
   1.4   Terms Generally......................................................33

SECTION 2 CREDIT FACILITIES...................................................33

   2.1   Continuation of Loans................................................33
   2.2   Tranche A Revolving Loans............................................34
   2.3   Letter of Credit Subfacility.........................................36
   2.4   Tranche B Revolving Loans............................................42

SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES......................45

   3.1   Default Rate.........................................................45
   3.2   Extension and Conversion.............................................45
   3.3   Prepayments..........................................................46
   3.4   Termination and Reduction of Commitments.............................48
   3.5   Fees.................................................................50
   3.6   Increased Cost and Reduced Return....................................52
   3.7   Limitation on Types of Loans.........................................53
   3.8   Illegality...........................................................53
   3.9   Treatment of Affected Loans..........................................54
   3.10     Taxes.............................................................54
   3.11     Compensation......................................................56
   3.12     Pro Rata Treatment................................................57
   3.13     Sharing of Payments...............................................58
   3.14     Payments, Computations, Etc.......................................58
   3.15     Evidence of Debt..................................................60
   3.16     Assignment of Commitments Under Certain Circumstances.............61

SECTION 4 CONDITIONS..........................................................62

   4.1   Conditions Precedent to the Effective Date...........................62
   4.2   Conditions to all Extensions of Credit...............................66

SECTION 5 REPRESENTATIONS AND WARRANTIES......................................67

   5.1   Financial Condition..................................................67
   5.2   Certain Payments.....................................................68
   5.3   Organization and Good Standing.......................................69
   5.4   Power; Authorization; Enforceable Obligations........................69
   5.5   No Conflicts.........................................................69
   5.6   No Default...........................................................70
   5.7   Assets...............................................................70
   5.8   Litigation...........................................................70
   5.9   Taxes................................................................70
   5.10     Compliance with Law...............................................70
   5.11     ERISA.............................................................71
   5.12     Subsidiaries......................................................72
   5.13     Governmental Regulations, Etc.....................................73
   5.14     Purpose of Loans and Letters of Credit............................73
   5.15     Environmental Matters.............................................74
   5.16     Intellectual Property.............................................75
   5.17     Solvency..........................................................76
   5.18     Investments.......................................................76
   5.19     Location of Collateral............................................76
   5.20     Disclosure........................................................77
   5.21     No Burdensome Restrictions; Material Agreements...................77
   5.22     Labor Matters.....................................................78
   5.23     Nature of Business................................................78
   5.24     Representations and Warranties from Other Agreements..............78
   5.25     Security Documents................................................78
   5.26     Transactions with Affiliates......................................79
   5.27     Ownership.........................................................79
   5.28     Insurance.........................................................80
   5.29     Licenses..........................................................80
   5.30     Year 2000 Compliance..............................................81

SECTION 6 AFFIRMATIVE COVENANTS...............................................81

   6.1   Information Covenants................................................81
   6.2   Preservation of Existence and Franchises.............................85
   6.3   Books and Records....................................................85
   6.4   Compliance with Law..................................................85
   6.5   Payment of Taxes and Other Indebtedness..............................86
   6.6   Insurance; Certain Proceeds..........................................86
   6.7   Maintenance of Property..............................................88
   6.8   Use of Proceeds......................................................88
   6.9   Audits/Inspections...................................................88
   6.10     Additional Credit Parties.........................................88
   6.11     Pledged Assets....................................................89
   6.12     Real Property Collateral..........................................90
   6.13     Post-Closing Conditions...........................................91

SECTION 7 NEGATIVE COVENANTS..................................................91

   7.1   Indebtedness.........................................................91
   7.2   Liens................................................................92
   7.3   Nature of Business...................................................92
   7.4   Consolidation, Merger, Dissolution, etc..............................93
   7.5   Asset Dispositions...................................................94
   7.6   Investments; Acquisitions............................................94
   7.7   Restricted Payments..................................................94
   7.8   Prepayments of Indebtedness, etc.....................................95
   7.9   Transactions with Affiliates.........................................96
   7.10     Fiscal Year; Organizational Documents.............................96
   7.11     Limitation on Restricted Actions..................................97
   7.12     Ownership of Subsidiaries; Limitations on Parent
            and Borrower......................................................97
   7.13     Sale Leasebacks...................................................98
   7.14     Capital Expenditures..............................................98
   7.15     No Further Negative Pledges.......................................98
   7.16     Operating Lease Obligations.......................................99
   7.17     Impairment of Security Interests..................................99
   7.18     Sales of Receivables..............................................99
   7.19     Financial Covenants...............................................99
   7.20     Petty Cash Accounts..............................................100
   7.21     Year 2000 Compliance.............................................100

SECTION 8 EVENTS OF DEFAULT..................................................100

   8.1   Events of Default...................................................100
   8.2   Acceleration; Remedies..............................................104
   8.3   Agreements with respect to and Specific Remedies
         relating to the Tranche B Revolving Loans..........................105
   8.4   Equitable Remedies..................................................105

SECTION 9 AGENCY PROVISIONS..................................................106

   9.1   Appointment, Powers and Immunities..................................106
   9.2   Reliance by Agents..................................................106
   9.3   Defaults............................................................107
   9.4   Rights as Lender....................................................107
   9.5   Indemnification.....................................................108
   9.6   Non-Reliance on Agents and Other Lenders............................108
   9.7   Resignation of Administrative Agent.................................108

SECTION 10 MISCELLANEOUS.....................................................109

   10.1     Notices..........................................................109
   10.2     Right of Set-Off.................................................110
   10.3     Benefit of Agreement.............................................110
   10.4     No Waiver; Remedies Cumulative...................................113
   10.5     Expenses; Indemnification........................................113
   10.6     Amendments, Waivers and Consents.................................114
   10.7     Counterparts.....................................................116
   10.8     Headings.........................................................116
   10.9     Survival.........................................................116
   10.10    Governing Law; Submission to Jurisdiction; Venue.................117
   10.11    Severability.....................................................118
   10.12    Entirety.........................................................118
   10.13    Binding Effect; Termination......................................118
   10.14    Confidentiality..................................................118
   10.15    Source of Funds..................................................119
   10.16    Conflict.........................................................119

<PAGE>


                                    SCHEDULES

Schedule 1.1A          Investments
Schedule 1.1B          Liens
Schedule 1.1C          Lenders

Schedule 1.1D          Pro Forma Adjustments for Post Closing Acquisitions
Schedule 5.1           Liabilities
Schedule 5.8           Litigation
Schedule 5.10          Compliance with Law
Schedule 5.11          ERISA
Schedule 5.12          Subsidiaries
Schedule 5.15          Environmental Matters
Schedule 5.16          Intellectual Property
Schedule 5.19          Properties
Schedule 5.21          Material Contracts
Schedule 5.22          Labor Matters
Schedule 5.25          Recordings
Schedule 5.26          Transactions with Affiliates
Schedule 5.27          Ownership
Schedule 5.28          Insurance
Schedule 5.29          Licenses
Schedule 7.1           Indebtedness
Schedule 7.9           Transactions with Affiliates

                                EXHIBITS

Exhibit A              Form of Assignment and Acceptance
Exhibit B              Form of Depository Bank Agreement

Exhibit C              Form of Indemnity, Subrogation and Contribution Agreement
Exhibit D              Form of Intercompany Note
Exhibit E              Form of Joinder Agreement
Exhibit F              Form of Notice of Borrowing
Exhibit G              Form of Notice of Extension/Conversion
Exhibit H-1            Form of Parent Guarantee Agreement
Exhibit H-2            Form of Subsidiaries Guarantee Agreement
Exhibit H-3            Form of ISG Capital Guarantee Agreement
Exhibit I              Form of Perfection Certificate
Exhibit J              Form of Security Agreement
Exhibit K-1            Form of Tranche A Revolving Note
Exhibit K-2            Form of Tranche B Revolving Note
Exhibit L-1            Form of Legal Opinion (General External Counsel)
Exhibit L-2            Form of Legal Opinion (Local Corporate Counsel)
Exhibit L-3            Form of Legal Opinion (Local Collateral Counsel)
Exhibit L-4            Form of Legal Opinion (Sponsor's Counsel)
Exhibit M              Form of Officer's Compliance Certificate
Exhibit N              Form of Tranche B Put Agreement


<PAGE>
         AMENDED  AND  RESTATED  CREDIT  AGREEMENT  dated as of May 26, 2000 (as
amended,  modified,  restated or  supplemented  from time to time, this "Amended
Agreement"),  among ISG RESOURCES,  INC., a Utah  corporation  (successor to JTM
INDUSTRIES, INC.) (the "Borrower"),  INDUSTRIAL SERVICES GROUP, INC., a Delaware
corporation (the "Parent"),  the Lenders (as defined  herein),  BANK OF AMERICA,
N.A.,  (formerly known as  NationsBank,  N.A.) as  Administrative  Agent for the
Lenders (in such capacity,  the "Administrative  Agent") and Issuing Lender, and
CANADIAN  IMPERIAL  BANK OF  COMMERCE,  as  Documentation  Agent  ("CIBC" or the
"Documentation Agent").

         The  Parent  (such  term,  and  all  other  capitalized  terms  in this
paragraph,  being  used as  defined  below in this  Amended  Agreement)  and the
Borrower  requested the Lenders to extend,  and the Lenders extended,  credit to
the  Borrower  pursuant  to the  terms and  conditions  of the  Original  Credit
Agreement.  The  Borrower  has  requested  that the Lenders  (i) make  Tranche B
Revolving  Loans to the  Borrower  and (ii) make certain  other  amendments  and
modifications to the Original Credit Agreement.  The Lenders are willing to make
such  amendments and  modifications  to the Original  Credit  Agreement upon the
terms and subject to the conditions set forth herein.  Accordingly,  the parties
hereto agree that, on the Effective  Date,  this Amended  Agreement  will become
effective and the Original Credit Agreement will be amended to read as follows:

                                    SECTION 1

                                   DEFINITIONS

         Definitions.  As used in this Amended  Agreement,  the following  terms
shall have the meanings specified below unless the context otherwise requires:

         "Acquisition"   shall  mean  the   transactions   contemplated  by  the
Acquisition Agreement.

         "Acquisition  Agreement"  shall mean,  collectively,  (i) the  Purchase
Agreement dated as of February 27, 1998, by and among the Borrower,  PRI and the
Sellers,  (ii) the Kokan  Escrow  Agreement  dated as of March 4, 1998 among the
Borrower,  Kokan and The Chase Manhattan Bank, acting through its London Branch,
as Escrow Agent,  (iii) the Tax Escrow Agreement dated as of March 4, 1998 among
the Borrower,  the Sellers and The Chase Manhattan Bank,  N.A., as Escrow Agent,
(iv) the Phase II Escrow Agreement dated as of March 4, 1998 among the Borrower,
the  Sellers  and The  Chase  Manhattan  Bank,  N.A.,  as  Escrow  Agent and (v)
Indemnification  and Guarantee Agreement dated as of February 27, 1998 among the
Borrower,  the Parent and Greenburg Trust, a trust formed under the laws of Hong
Kong.

         "Additional Subsidiary Guarantor" shall mean each Person that becomes a
Subsidiary  Guarantor  after  the  Effective  Date  by  execution  of a  Joinder
Agreement.

         "Adjusted  Base Rate" shall mean the Base Rate plus the  Applicable ABR
Margin in effect from time to time.

         "Adjusted  Eurodollar  Rate"  shall mean the  Eurodollar  Rate plus the
Applicable LIBOR Margin in effect from time to time.

         "Administrative  Agent" shall have the meaning assigned to such term in
the heading hereof, together with its successors.

         "Affected  Loans"  shall  have the  meaning  assigned  to such  term in
Section 3.9.

         "Affected Type" shall have the meaning assigned to such term in Section
3.9.

         "Affiliate"  shall mean (a) with respect to any Person  (including  the
Consolidated  Parties),  any other Person directly or indirectly  controlling or
controlled  by or under direct or indirect  common  control with such Person and
(b) with  respect to any of the  Consolidated  Parties,  any Person  directly or
indirectly owning or holding five percent (5%) or more of the equity interest in
such Person.  For purposes of this definition,  "control" when used with respect
to any Person shall mean the power to direct the management and policies of such
Person,  directly  or  indirectly,  whether  through  the  ownership  of  voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" have meanings correlative to the foregoing.

         "Agency   Services   Address"   shall  mean  Bank  of  America,   N.A.,
NC1-001-15-04,  101 North Tryon Street,  Charlotte,  North Carolina 28255, Attn:
Holly Elsroth,  Agency  Services,  or such other address as may be identified by
written notice from the Administrative Agent to the Borrower.

         "Agents"  shall  mean the  Administrative  Agent and the  Documentation
Agent.

         "Amended  Agreement"  shall  mean  this  Amended  and  Restated  Credit
Agreement, as amended, modified, extended, restated or supplemented from time to
time.

         "Applicable  ABR Margin" shall mean, with respect to any Revolving Loan
outstanding on any day:

                  (i) 0.50%,  if such day falls within a Level I Pricing Period;
                  (ii)  0.75%,  if such day  falls  within  a Level  II  Pricing
                  Period;  (iii)  1.00%,  if such day  falls  within a Level III
                  Pricing  Period;  and (iv) 1.25%,  if such day falls  within a
                  Level IV Pricing Period.

         "Applicable  Lending  Office" shall mean,  for each Lender and for each
Type of Loan,  the  "Lending  Office" of such Lender (or of an Affiliate of such
Lender)  designated  for such Type of Loan on Schedule 1.1C or such other office
of such Lender (or an  Affiliate of such Lender) as such Lender may from time to
time specify to the  Administrative  Agent and the Borrower by written notice in
accordance  with the terms  hereof as the office by which its Loans of such Type
are to be made and maintained.

         "Applicable  LIBOR  Margin"  shall mean,  with respect to any Revolving
Loan outstanding on any day:

                  (i) 1.75%,  if such day falls within a Level I Pricing Period;
                  (ii)  2.00%,  if such day  falls  within  a Level  II  Pricing
                  Period;  (iii)  2.25%,  if such day  falls  within a Level III
                  Pricing  Period;  and (iv) 2.50%,  if such day falls  within a
                  Level IV Pricing Period.

         "Approved  Bank"  shall have the  meaning  assigned to such term in the
definition of "Cash Equivalents" in this Section 1.1.

         "Asset  Disposition"  shall mean the  disposition  of any or all of the
assets of any Consolidated  Party (including the Capital Stock of a Subsidiary),
whether by sale, lease (including any Sale and Leaseback Transaction), transfer,
Casualty,  Condemnation  or otherwise;  provided  that the foregoing  definition
shall not be deemed to imply that any such Asset  Disposition is permitted under
this  Amended  Agreement.  The term  "Asset  Disposition"  shall not include any
Equity Issuance.

         "Assignment  and  Acceptance"  shall mean an assignment  and acceptance
entered into by a Lender and its assignee in the form of Exhibit A or such other
similar form as shall be approved by the Administrative Agent.

         "Bank of America" shall mean Bank of America,  N.A.  (formerly known as
NationsBank, N.A.) and its successors.

         "Bankruptcy  Code"  shall mean the  Bankruptcy  Code in Title 11 of the
United  States Code,  as amended,  modified,  succeeded or replaced from time to
time.

         "Bankruptcy  Event"  shall  mean,  with  respect  to  any  Person,  the
occurrence of any of the following  with respect to such Person:  (a) a court or
governmental  agency having jurisdiction in the premises shall enter a decree or
order for  relief in  respect of such  Person in an  involuntary  case under any
applicable  bankruptcy,  insolvency  or other  similar law now or  hereafter  in
effect,  or appointing a receiver,  liquidator,  assignee,  custodian,  trustee,
sequestrator (or similar official) of such Person or for any substantial part of
its Property or ordering the winding up or  liquidation  of its affairs;  or (b)
there  shall be  commenced  against  such Person an  involuntary  case under any
applicable  bankruptcy,  insolvency  or other  similar law now or  hereafter  in
effect,  or any  case,  proceeding  or other  action  for the  appointment  of a
receiver,  liquidator,  assignee,  custodian,  trustee, sequestrator (or similar
official) of such Person or for any substantial  part of its Property or for the
winding up or liquidation  of its affairs,  and such  involuntary  case or other
case,  proceeding  or other  action shall remain  undismissed,  undischarged  or
unbonded for a period of sixty (60)  consecutive  days; or (c) such Person shall
commence a voluntary case under any applicable  bankruptcy,  insolvency or other
similar law now or hereafter in effect,  or consent to the entry of an order for
relief in an involuntary  case under any such law, or consent to the appointment
or taking possession by a receiver,  liquidator,  assignee,  custodian, trustee,
sequestrator (or similar official) of such Person or for any substantial part of
its Property or make any general assignment for the benefit of creditors; or (d)
such Person shall be unable to, or shall admit in writing its  inability to, pay
its debts generally as they become due.

         "BAS"  shall mean Banc of America  Securities  LLC  (formerly  known as
NationsBanc Montgomery Securities LLC) , and its successors.

         "Base Rate" shall  mean,  for any day,  the rate per annum equal to the
higher of (a) the Federal  Funds Rate for such day plus  one-half of one percent
(0.5%) and (b) the Prime Rate for such day. Any change in the Base Rate due to a
change in the  Federal  Funds Rate or the Prime Rate shall be  effective  on the
effective date of such change in the Federal Funds Rate or the Prime Rate.

         "Base  Rate  Loan"  shall  mean any  Loan  bearing  interest  at a rate
determined by reference to the Base Rate.

         "Borrower"  shall mean the  Person  identified  as such in the  heading
hereof, together with its permitted successors and assigns.

         "Business Day" shall mean a day (other than a Saturday, Sunday or other
day on which commercial banks in Charlotte, North Carolina or New York, New York
are  authorized  or  required  by law to  close),  except  that,  when  used  in
connection  with a  Eurodollar  Loan,  such  day  shall  also be a day on  which
dealings  between  banks are  carried  on in U.S.  dollar  deposits  in  London,
England.

         "Businesses"  shall have the  meaning  assigned to such term in Section
5.15(a).

         "Capital Lease" shall mean, as applied to any Person,  any lease of any
Property  (whether real,  personal or mixed) by that Person as lessee which,  in
accordance  with GAAP,  is or should be accounted  for as a capital lease on the
balance sheet of such Person.

         "Capital  Stock" shall mean (a) in the case of a  corporation,  capital
stock, (b) in the case of an association or business entity, any and all shares,
interests,  participations,  rights or other equivalents (however designated) of
capital stock, (c) in the case of a partnership,  partnership interests (whether
general or limited), (d) in the case of a limited liability company,  membership
interests,  (e) any other interest or participation that confers on a Person the
right to  receive a share of the  profits  and losses  of, or  distributions  of
assets of, the issuing Person and (f) all rights to purchase,  warrants, options
and other securities  exercisable for,  exchangeable for or convertible into any
of the foregoing.

         "Cash  Equivalents"  shall mean (a)  securities  issued or directly and
fully  guaranteed  or insured  by the United  States of America or any agency or
instrumentality  thereof  (provided that the full faith and credit of the United
States of America is pledged in support  thereof) having  maturities of not more
than  twelve  (12)  months  from  the  date  of  acquisition,  (b)  U.S.  dollar
denominated  certificates  of  deposit  of (i) any  Lender,  (ii)  any  domestic
commercial  bank of recognized  standing having capital and surplus in excess of
$500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P
is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the
equivalent  thereof (any such bank being an "Approved  Bank"), in each case with
maturities  of not  more  than  270  days  from  the  date of  acquisition,  (c)
commercial  paper and variable or fixed rate notes  issued by any Approved  Bank
(or by the parent  company  thereof) or any  variable  rate notes  issued by, or
guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or
better  by S&P or P-1 (or the  equivalent  thereof)  or better  by  Moody's  and
maturing  within  six (6)  months  of the date of  acquisition,  (d)  repurchase
agreements  with a bank or  trust  company  (including  any of the  Lenders)  or
recognized   securities   dealer  having   capital  and  surplus  in  excess  of
$500,000,000 for direct  obligations issued by or fully guaranteed by the United
States of America in which the Borrower or any Subsidiary shall have a perfected
first priority  security interest (subject to no other Liens) and having, on the
date of purchase thereof,  a fair market value of at least 100% of the amount of
the repurchase  obligations and (e)  Investments,  classified in accordance with
GAAP as current assets, in money market investment programs registered under the
Investment Company Act of 1940, as amended,  which are administered by reputable
financial   institutions  having  capital  of  at  least  $500,000,000  and  the
portfolios of which are limited to Investments of the character described in the
foregoing subdivisions (a) through (d).

         "Casualty"   shall  mean  any   casualty  or  other  loss,   damage  or
destruction.

         "CCT" shall mean CCT Partners IV, L.P., a New York limited partnership.
          ---

         "Change of Control"  shall mean the  occurrence of any of the following
events:  (a) the Parent  shall  beneficially  own less than 100% of the  Capital
Stock of the  Borrower  (on a fully  diluted  basis);  (b) any Person or "group"
(within the meaning of Rule 13d-5 under the  Exchange  Act),  together  with its
Affiliates,  other than the Sponsor Group,  shall  beneficially own, directly or
indirectly,  Capital  Stock of the Parent  entitled  to 35% or more of the Total
Voting  Power of the Parent;  (c) the  Sponsor  Group  shall  beneficially  own,
directly  or  indirectly,  outstanding  shares  of  common  stock of the  Parent
entitled  to less than (i) a majority  of the Total  Voting  Power of the Parent
prior to an IPO by the  Parent  or (ii)  33% of the  Total  Voting  Power of the
Parent after an IPO by the Parent;  (d) the failure at any time of a majority of
the seats (excluding  vacant seats) on the board of directors of the Borrower to
be occupied by persons who were  nominated by or on behalf of the Sponsor Group;
or (e) the  occurrence  of a "Change  of  Control"  under and as  defined in the
Senior Note Agreement.

         "CIBC"  shall have the  meaning  assigned  to such term in the  heading
hereof, together with its successors.

         "Class A Common  Stock" shall mean the Parent's  Class A Common  Stock,
par value $.01 per share.

         "Class B Common  Stock" shall mean the Parent's  Class B Common  Stock,
par value $.01 per share.

         "Closing Date" shall mean March 4, 1998.

         "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  and
any successor  statute  thereto,  as  interpreted  by the rules and  regulations
issued  thereunder,  in each case as in effect from time to time.  References to
sections of the Code shall be construed also to refer to any successor sections.

         "Collateral"  shall mean all the collateral which is identified in, and
at any time is purported to be covered by, the Collateral Documents.

         "Collateral   Documents"  shall  mean  the  Security  Agreement,   each
Perfection Certificate,  the Depository Bank Agreements and such other documents
executed and delivered in connection  with the  attachment and perfection of the
Administrative   Agent's  security  interests  and  liens  arising   thereunder,
including  UCC  financing  statements,  patent and  trademark  filings and, with
respect to property  acquired after the Effective  Date,  such other  additional
security documents as the Administrative Agent shall reasonably request.

         "Commitment"  shall mean (a) with respect to each Tranche A Lender, the
Tranche A Revolving  Commitment  of such  Tranche A Lender,  (b) with respect to
each  Tranche B Lender,  the Tranche B Revolving  Commitment  of such  Tranche B
Lender, and (c) with respect to the Issuing Lender, the LOC Commitment.

         "Company  Properties"  shall have the meaning  assigned to such term in
Section 5.15(a).

         "Condemnation"  shall mean any taking of Property,  or any part thereof
or interest  therein,  for public or quasi-public use under the power of eminent
domain, by reason of any public  improvement or condemnation  proceeding,  or in
any other manner.

         "Condemnation  Award"  shall mean all proceeds of any  Condemnation  or
transfer in lieu thereof.

         "Consolidated Capital Expenditures" shall mean, for any period, the sum
of all amounts that would,  in accordance with GAAP, be included as additions to
property,  plant and equipment and other capital  expenditures on a consolidated
statement  of cash  flows for the  Borrower  and its  Consolidated  Subsidiaries
during  such period  (including  the amount of assets  leased  under any Capital
Lease).   Notwithstanding   the  foregoing,   the  term  "Consolidated   Capital
Expenditures"  shall not  include  (a)  capital  expenditures  in respect of the
reinvestment  of Insurance  Proceeds  and  Condemnation  Awards  received by the
Borrower and its Subsidiaries to the extent that such  reinvestment is permitted
under the Credit  Documents  and (b) for purposes of Section 7.14 only,  capital
expenditures for Permitted Acquisitions.

         "Consolidated  Cash Interest  Expense" shall mean, for any period,  the
gross  amount  of  interest   expense  of  the  Borrower  and  its  Consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP, during
such period,  including (a) the portion of any payments or accruals with respect
to Capital  Leases that are  allocable to interest  expense in  accordance  with
GAAP, (b) net costs under Interest Rate Protection Agreements during such period
and (c) all  fees,  charges,  discounts  and  other  costs  paid in  respect  of
Indebtedness during such period; provided that (i) all non-cash interest expense
shall be excluded and (ii) any cash interest on  Indebtedness  of another Person
that is guaranteed by the Borrower or any of its  Consolidated  Subsidiaries  or
secured by (or for which the holder of such  Indebtedness has an existing right,
contingent  or  otherwise,  to be secured  by) a Lien on, or payable  out of the
proceeds of the sale of or production from, assets of the Borrower or any of its
Consolidated Subsidiaries (whether or not such guarantee or Lien is called upon)
shall be included.

         "Consolidated  EBITDA"  shall  mean,  for  any  period,  the sum of (a)
Consolidated  Net  Income  for such  period,  plus (b) an amount  which,  in the
determination of Consolidated Net Income for such period,  has been deducted for
(i) interest expense, (ii) total federal, state, local and foreign income, value
added and similar taxes and (iii) depreciation and amortization  expense,  minus
(c) an amount which, in the  determination  of Consolidated  Net Income for such
period,  has been added for (i) interest  income and (ii) any non-cash income or
non-cash gains, all as determined in accordance with GAAP.

         "Consolidated  Net Income" shall mean,  for any period,  net income (or
loss) after taxes of the Borrower and its Consolidated Subsidiaries,  determined
on a consolidated basis in accordance with GAAP, for such period;  provided that
there shall be excluded  from such  calculation  of net income (or loss) (a) the
income of any Person in which any other  Person  (other than the Borrower or any
of its Subsidiaries) has any equity interest, except to the extent of the amount
of dividends or other distributions  actually paid to the Borrower or any of its
Subsidiaries by such Person during such period,  (b) the income (or loss) of any
Person  accrued  prior to the date it becomes a Subsidiary of the Borrower or is
merged into or consolidated  with the Borrower or any of its Subsidiaries or the
date  such  Person's  assets  are  acquired  by  the  Borrower  or  any  of  its
Subsidiaries,  except as provided in the definition of Pro Forma Basis set forth
in this Section 1.1, and (c) the income of any Subsidiary of the Borrower to the
extent that the declaration or payment of dividends or similar  distributions by
such  Subsidiary of that income is not at the time permitted by operation of the
terms of its charter or any  agreement,  instrument,  judgment,  decree,  order,
statute, rule or governmental regulation applicable to such Subsidiary.

         "Consolidated  Net Worth"  shall  mean,  as of any date,  shareholders'
equity  or net  worth of the  Borrower  and its  Consolidated  Subsidiaries,  as
determined on a consolidated  basis in accordance with GAAP,  excluding  amounts
attributable to Disqualified Stock.

         "Consolidated  Parties"  shall mean the Parent,  the Borrower and their
respective Subsidiaries, and "Consolidated Party" shall mean any one of them.

         "Consolidated  Subsidiaries"  of any Person shall mean all subsidiaries
of such  Person  that  should be  consolidated  with such  Person for  financial
reporting purposes in accordance with GAAP.

         "Consolidated  Total  Assets"  shall mean,  as of any date,  all assets
which would,  in  accordance  with GAAP, be included on a  consolidated  balance
sheet of the  Borrower  and its  Consolidated  Subsidiaries  as of such  date as
assets.

         "Continue",   "Continuation",   and  "Continued"  shall  refer  to  the
continuation pursuant to Section 3.2 of a Fixed Rate Loan of one Type as a Fixed
Rate Loan of the same Type from one Interest Period to the next Interest Period.

         "Contribution and Assignment Agreement" shall mean the Contribution and
Assignment Agreement dated as of October 14, 1997 between the Parent, R. Stephen
Creamer and Jean I. Everest, II.

         "Contribution  and  Subscription  Agreement"  among  RACT,  R.  Stephen
Creamer, J. I. Everest, II and the Parent dated as of October 14, 1997.

         "Convert",  "Conversion",  and "Converted"  shall refer to a conversion
pursuant to Section 3.2 or Section 3.9 of one Type of Loan into  another Type of
Loan.

         "Credit  Documents"  shall mean a collective  reference to this Amended
Agreement, the Notes, the LOC Documents,  each Joinder Agreement, the Collateral
Documents, the Parent Guarantee Agreement, the Subsidiaries Guarantee Agreement,
the  ISG  Capital  Guarantee,   the  Indemnity,   Subrogation  and  Contribution
Agreement,  the  Intercompany  Notes,  and  all  other  related  agreements  and
documents  issued or delivered  hereunder or  thereunder  or pursuant  hereto or
thereto  (in  each  case  as  the  same  may  be  amended,  modified,  restated,
supplemented,  extended,  renewed or  replaced  from time to time),  and "Credit
Document" shall mean any one of them.

         "Credit  Obligations" shall mean, without  duplication,  (a) all of the
obligations  of the Credit  Parties to the  Lenders,  the Issuing  Lender or the
Administrative Agent, whenever arising, under this Amended Agreement, the Notes,
the Collateral  Documents,  the Parent  Guarantee  Agreement,  the  Subsidiaries
Guarantee  Agreement,  the ISG Capital  Guarantee  Agreement or any of the other
Credit  Documents  (including  any interest  accruing  after the occurrence of a
Bankruptcy  Event with respect to any Credit  Party,  regardless of whether such
interest is an allowed claim under the Bankruptcy  Code) and (b) all liabilities
and  obligations,  whenever  arising,  owing  from  the  Borrower  or any of its
Subsidiaries  under any Lender Hedging  Agreement to any Person that is or was a
Lender (or an  Affiliate  of a Lender) at the time such  agreement  was  entered
into).

         "Credit Parties" shall mean the Parent, the Borrower,  ISG Capital, and
the Subsidiary Guarantors, and "Credit Party" shall mean any one of them.

         "CVC Co-Investors" shall mean,  collectively,  the Natasha Partnership,
Richard Cashin, David Thomas and Joseph Silvestri.

         "CVC Subscription  Agreement" shall mean the CVC Subscription Agreement
among the Parent, the Sponsor,  CCT and the CVC Co-Investors dated as of October
14, 1997.

         "Debt  Issuance"  shall  mean  the  issuance  of any  Indebtedness  for
borrowed money by any Consolidated Party; provided that the foregoing definition
shall not be deemed to imply that any such Debt Issuance is permitted under this
Amended Agreement.

         "Default"  shall mean any event,  act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

         "Deju  Subscription  Agreement" shall mean the  Subscription  Agreement
between the Parent and Raul Deju dated as of October 14, 1997.

         "Depository  Bank  Agreement"  shall mean each  agreement  between  any
Credit Party and any bank or other depository  institution in substantially  the
form of Exhibit B.

         "Disqualified  Stock" of any Person shall mean (a) any Capital Stock of
such Person which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable),  upon the happening
of any event or otherwise (i) matures or is mandatorily redeemable or subject to
any mandatory repurchase  requirement,  pursuant to a sinking fund obligation or
otherwise  or (ii)  is  convertible  into or  exchangeable  or  exercisable  for
Indebtedness or Disqualified Stock and (b) if such Person is a Subsidiary of the
Borrower, any Preferred Stock of such Person.

         "Documentation  Agent" shall mean the Person  identified as such in the
heading hereof, together with its permitted successors and assigns.

         "Dollars"  and "$" shall mean dollars in lawful  currency of the United
States of America.

         "Domestic  Subsidiary"  shall mean,  with  respect to any  Person,  any
Subsidiary of such Person which is  incorporated  or organized under the laws of
any State of the United States or the District of Columbia.

         "Effective  Date"  shall  have the  meaning  assigned  to such  term in
Section 4.1.

         "Eligible  Assignee" shall mean: (a) any Lender; (b) any Affiliate of a
Lender;  (c) the Sponsor,  with respect to the assignment of Tranche B Revolving
Loans  pursuant to the  Tranche B Put  Agreement;  and (d) any other  commercial
bank, financial institution or "accredited investor" (as defined in Regulation D
under the  Securities  Act of 1933, as amended)  approved by the  Administrative
Agent and, unless an Event of Default has occurred and is continuing at the time
any  assignment is effected in accordance  with Section  10.3(b),  the Borrower,
such  approval  not to be  unreasonably  withheld or delayed by the Borrower and
such  approval  to be deemed  given by the  Borrower  if no  objection  from the
Borrower is received by the assigning Lender and the Administrative Agent within
two Business Days after notice of such proposed  assignment has been provided by
the  assigning  Lender to the  Borrower;  provided,  however,  that  neither the
Borrower nor any Affiliate of the Borrower  (other than the Sponsor with respect
to the  assignment  of Tranche B Revolving  Loans  pursuant to the Tranche B Put
Agreement) shall qualify as an Eligible Assignee.

         "Employment  Agreements" shall mean,  collectively,  (i) the Employment
Agreement  between  the Parent and R.  Stephen  Creamer  dated as of October 14,
1997,  (ii) the Employment  Agreement  between the Parent and J. I. Everest,  II
dated as of October  14,  1997 and (iii) the  Employment  Agreement  between the
Parent and Raul Deju dated as of October 14, 1997.

         "Environmental Laws" shall mean any and all applicable Federal,  state,
local and foreign statutes,  laws,  regulations,  ordinances,  rules, judgments,
orders, decrees, permits, concessions,  grants, franchises, licenses, approvals,
consents, authorizations, agreements or other governmental restrictions relating
to the environment or to emissions,  discharges, releases or threatened releases
of  pollutants,  contaminants,  chemicals  or  industrial,  toxic  or  hazardous
substances  or wastes into the  environment,  including,  ambient  air,  surface
water,  ground  water,  or  land,  or  otherwise  relating  to the  manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling  of  pollutants,   contaminants,  chemicals  or  industrial,  toxic  or
hazardous substances or wastes.

         "Equity Issuance" shall mean any issuance by any Consolidated  Party of
any  Capital  Stock to any Person or the receipt by any such Person of a capital
contribution from any other Person, including the issuance of any of its Capital
Stock  pursuant to the exercise of options or warrants and the conversion of any
Indebtedness  to equity;  provided  that the foregoing  definition  shall not be
deemed  to  imply  that  any such  issuance  is  permitted  under  this  Amended
Agreement.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as  amended,  and  any  successor  statute  thereto,  including  the  rules  and
regulations  thereunder,  all as the same may be in  effect  from  time to time.
References  to  sections  of  ERISA  shall  be  construed  also to  refer to any
successor sections.

         "ERISA  Affiliate"  shall mean an entity which is under common  control
with any Consolidated Party within the meaning of Section  4001(a)(14) of ERISA,
or is a member of a group which  includes  any  Consolidated  Party and which is
treated as a single employer under Sections 414(b) or (c) of the Code.

         "ERISA Event" shall mean (a) with respect to any Plan,  the  occurrence
of a Reportable  Event or the  substantial  cessation of operations  (within the
meaning of Section  4062(e) of ERISA);  (b) the  withdrawal by any  Consolidated
Party or any ERISA Affiliate from a Multiple Employer Plan during a plan year in
which  it was a  substantial  employer  (as  such  term is  defined  in  Section
4001(a)(2) of ERISA),  or the  termination of a Multiple  Employer Plan; (c) the
distribution  of a notice of intent to terminate or the actual  termination of a
Plan pursuant to Section  4041(a)(2) or 4041A of ERISA;  (d) the  institution of
proceedings  to terminate or the actual  termination of a Plan by the PBGC under
Section 4042 of ERISA; (e) any event or condition which might constitute grounds
under  Section 4042 of ERISA for the  termination  of, or the  appointment  of a
trustee to administer,  any Plan; (f) the complete or partial  withdrawal of any
Consolidated  Party or any ERISA  Affiliate from a  Multiemployer  Plan; (g) the
conditions  for  imposition of a lien under  Section  302(f) of ERISA exist with
respect to any Plan;  or (h) the adoption of an amendment to any Plan  requiring
the provision of security to such Plan pursuant to Section 307 of ERISA.

         "Eurodollar  Loan"  shall  mean any  Loan  bearing  interest  at a rate
determined by reference to the Eurodollar Rate.

         "Eurodollar  Rate" shall mean, for any Eurodollar Loan for any Interest
Period  therefor,  the rate per annum  (rounded  upwards,  if necessary,  to the
nearest 1/100 of 1%) determined by the  Administrative  Agent to be equal to the
quotient obtained by dividing (a) the Interbank Offered Rate for such Eurodollar
Loan for such Interest  Period by (b) 1 minus the Reserve  Requirement  for such
Eurodollar Loan for such Interest Period.

         "Event of  Default"  shall have the  meaning  assigned  to such term in
Section 8.1.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.

         "Excluded Asset  Disposition"  shall mean (a) any Asset  Disposition by
any  Consolidated  Party to the Borrower or any of the Subsidiary  Guarantors if
(i) the Credit Parties shall cause to be executed and delivered such  documents,
instruments and  certificates as the  Administrative  Agent may request so as to
cause the Credit  Parties  to be in  compliance  with the terms of Section  6.11
after giving effect to such Asset  Disposition and (ii) after giving effect such
Asset  Disposition,  no  Default  or Event of  Default  exists,  (b) the sale of
inventory  in the  ordinary  course of  business  for fair value and on an arms'
length basis, (c) the liquidation or sale of Cash Equivalents for the account of
the Borrower and the Subsidiaries,  (d) the sale, lease, transfer, assignment or
other  disposition  of assets  (other than in  connection  with any  Casualty or
Condemnation)  of the Borrower or any of its Subsidiaries to any other Person to
the extent that the aggregate Net Cash Proceeds from such sale, lease, transfer,
assignment  or other  disposition  do not  exceed  $50,000,  so long as the fair
market value of all property disposed of as provided in this clause (d) does not
exceed  $250,000 in the  aggregate in any fiscal year of the  Borrower,  (e) the
disposition of machinery or equipment of the Borrower or any of its Subsidiaries
which will be replaced or upgraded with  machinery or equipment put to a similar
use and owned by such Person,  provided  that (i) such  replacement  or upgraded
machinery and equipment is acquired within 90 days after such disposition,  (ii)
the fair market value of all property disposed of as provided in this clause (e)
does not exceed $250,000 in the aggregate in any fiscal year of the Borrower and
(iii) upon their acquisition, such replacement assets become subject to the Lien
of the  Administrative  Agent in  favor  of the  Lenders  under  the  Collateral
Documents  and (f) the  disposition  of damaged,  worn out or obsolete  tangible
asset in the  ordinary  course  of  business  and in a  commercially  reasonable
manner.

         "Excluded  Debt  Issuance"  shall  mean any  issuance  of  Indebtedness
permitted by Section 7.1(a), (c), (d), (e) and (h).

         "Excluded   Equity  Issuance"  shall  mean  (a)  any  issuance  by  any
Subsidiary  of the  Borrower of its Capital  Stock to the  Borrower or any other
Subsidiary of the Borrower, (b) any receipt by any Subsidiary of the Borrower of
a  capital  contribution  from  the  Borrower  or any  other  Subsidiary  of the
Borrower,  (c) any  issuance by the Parent of ISG Common  Stock  pursuant to the
exercise of the  Warrants,  (d) the issuance of common stock of the Parent,  the
aggregate  value of which does not exceed  $10,000,000,  such common stock being
issued in connection  with the financing of a Permitted  Acquisition and (e) any
issuance by the Parent of its common stock pursuant to the exercise of the Stock
Purchase Warrants.

         "Excluded  Taxes" shall mean (A) all present and future taxes,  levies,
imposts, duties, deductions, fees, liabilities and similar charges imposed on or
measured by the overall net income of the  Administrative  Agent,  any Lender or
its Applicable  Lending Office,  branch or subsidiary,  and all franchise taxes,
taxes on doing business or taxes measured by capital or net worth imposed on the
Administrative  Agent,  any Lender or its Applicable  Lending Office,  branch or
subsidiary,  in each case,  imposed:  (i) by the United States of America or any
political  subdivision  or taxing  authority  thereof  or  therein;  (ii) by the
jurisdiction under the laws of which such Administrative Agent or such Lender is
organized,  or in which its  principal  executive  office may be located,  or in
which it is doing  business,  or any nation  within which such  jurisdiction  is
located or any political subdivision thereof; (iii) by the jurisdiction in which
the  Administrative  Agent or the  Applicable  Lending Office or other branch or
subsidiary  of such  Lender  is  located  or doing  business,  or in  which  its
principal  executive  office  may be  located,  or under the laws of which it is
organized, or by any nation within which any such jurisdiction is located or any
political  subdivision  thereof; or (iv) by reason of any connection between the
jurisdiction imposing such tax and the Administrative Agent or such Lender other
than a connection  arising solely form this Amended Agreement or any transaction
contemplated  hereby;  and (B) all present and future  taxes,  levies,  imposts,
duties, deductions,  withholdings, fees, liabilities and similar charges imposed
by reason of the  failure  of the  Administrative  Agent or any Lender to comply
with its obligations under Section 3.10(d).

         "Extend",  "Extension",  "Extending"  and "Extended"  shall refer to an
extension  pursuant  to Section  3.2 or  Section  3.9 of  existing  Loans into a
subsequent permissible Interest Period.

         "Federal  Funds  Rate"  shall  mean,  for any day,  the rate per  annum
(rounded  upwards,  if  necessary,  to the  nearest  1/100  of 1%)  equal to the
weighted  average of the rates on  overnight  Federal  funds  transactions  with
members of the Federal  Reserve System arranged by Federal funds brokers on such
day, as  published  by the Federal  Reserve Bank of New York on the Business Day
next succeeding  such day;  provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such  transactions  on
the next preceding Business Day as so published on the next succeeding  Business
Day, and (b) if no such rate is so published  on such next  succeeding  Business
Day,  the Federal  Funds Rate for such day shall be the average  rate charged to
the  Administrative  Agent  (in its  individual  capacity)  on such  day on such
transactions as determined by the Administrative Agent.

         "Fees" shall mean all fees payable pursuant to Section 3.5.

         "Fixed Rate Loans" shall mean Eurodollar Loans.
          ----------------

         "Foreign  Subsidiary"  shall  mean,  with  respect to any  Person,  any
Subsidiary of such Person which is not a Domestic Subsidiary of such Person.

         "Funded  Indebtedness" shall mean, with respect to any Person,  without
duplication,  (a) all Indebtedness of such Person other than Indebtedness of the
types  referred to in clause (e),  (f),  (g), (i) and (k) of the  definition  of
"Indebtedness"  set forth in this Section 1.1, (b) all  Indebtedness  of another
Person of the type  referred to in clause (a) above secured by (or for which the
holder  of  such  Funded  Indebtedness  has an  existing  right,  contingent  or
otherwise,  to be secured  by) any Lien on, or payable  out of the  proceeds  of
production from,  Property owned or acquired by such Person,  whether or not the
obligations secured thereby have been assumed,  (c) all Guaranty  Obligations of
such Person with respect to  Indebtedness  of the type referred to in clause (a)
above of another Person and (d)  Indebtedness  of the type referred to in clause
(a) above of any  partnership  or  unincorporated  joint  venture  in which such
Person  is  general  partner  or for which  such  Person  is  otherwise  legally
obligated or has a reasonable expectation of being liable with respect thereto.

         "GAAP"  shall mean  generally  accepted  accounting  principles  in the
United  States  applied on a consistent  basis,  subject to the terms of Section
1.3.

         "Government  Acts"  shall  have the  meaning  assigned  to such term in
Section 2.3(i).

         "Governmental  Authority"  shall  mean  any  Federal,  state,  local or
foreign court or governmental  agency,  commission,  board,  bureau,  authority,
instrumentality or judicial or regulatory body or entity.

         "Guarantors"  shall  mean  the  Parent,  ISG  Capital,  and each of the
Subsidiary Guarantors, together with their successors and permitted assigns, and
"Guarantor" shall mean any one of them.

         "Guaranty  Obligations" shall mean, with respect to any Person, without
duplication,  any  obligations  of such Person (other than  endorsements  in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing any Indebtedness of any other Person in any manner,  whether direct
or indirect,  and including any obligation,  whether or not  contingent,  (a) to
purchase any such Indebtedness or any Property  constituting  security therefor,
(b) to advance or provide  funds or other support for the payment or purchase of
any such Indebtedness or to maintain working capital,  solvency or other balance
sheet  condition  of  such  other  Person   (including  keep  well   agreements,
maintenance  agreements,  comfort letters or similar agreements or arrangements)
for the  benefit of any holder of  Indebtedness  of such other  Person or (c) to
lease or purchase Property,  securities or services primarily for the purpose of
assuring the holder of such  Indebtedness  against loss in respect thereof.  For
purposes  hereof,  the amount of any Guaranty  Obligation  shall (subject to any
limitations  set  forth  therein)  be  deemed  to  be an  amount  equal  to  the
outstanding  principal amount (or maximum  principal  amount,  if larger) of the
Indebtedness in respect of which such Guaranty Obligation is made.

         "Indebtedness"  of any Person  shall mean (a) all  obligations  of such
Person for  borrowed  money,  (b) all  obligations  of such Person  evidenced by
bonds, debentures, notes or similar instruments, or upon which interest payments
are customarily  made, (c) all obligations of such Person under conditional sale
or other title  retention  agreements  relating to  Property  purchased  by such
Person  (other  than  customary   reservations  or  retentions  of  title  under
agreements with suppliers entered into in the ordinary course of business),  (d)
all obligations of such Person issued or assumed as the deferred  purchase price
of Property or services purchased by such Person (other than trade debt incurred
in the  ordinary  course  of  business  and due  within  six (6)  months  of the
incurrence thereof) which would appear as liabilities on a balance sheet of such
Person,  (e) all  obligations  of  such  Person  under  take-or-pay  or  similar
arrangements or under  commodities  agreements,  (f) all  Indebtedness of others
secured by (or for which the holder of such  Indebtedness has an existing right,
contingent  or  otherwise,  to be secured by) any Lien on, or payable out of the
proceeds of production from, Property owned or acquired by such Person,  whether
or not the  obligations  secured  thereby  have been  assumed,  (g) all Guaranty
Obligations of such Person, (h) the principal portion of all obligations of such
Person under  Capital  Leases,  (i) all net payment  obligations  of such Person
under  Interest  Rate  Protection   Agreements  or  foreign  currency   exchange
agreements,  (j) the maximum  amount of all standby  letters of credit issued or
bankers'  acceptances  facilities  created  for the  account of such Person and,
without duplication,  all drafts drawn thereunder (to the extent  unreimbursed),
(k) all  Disqualified  Stock of such Person and (l) and the  Indebtedness of any
partnership  or  unincorporated  joint venture in which such Person is a general
partner or a joint venturer.

         "Indemnified  Party"  shall have the  meaning  assigned to such term in
Section 10.5(b).

         "Indemnity,  Subrogation  and  Contribution  Agreement"  shall mean the
Amended and Restated Indemnity,  Subrogation and Contribution Agreement dated as
of the Effective Date in the form of Exhibit C to be executed by ISG Capital and
the Subsidiary Guarantors, as amended,  modified,  restated or supplemented from
time to time.

         "Insurance  Proceeds"  shall mean all  insurance  proceeds  (other than
business interruption insurance proceeds), damages, awards, claims and rights of
action with respect to any Casualty.

         "Intellectual Property" shall have the meaning assigned to such term in
Section 5.16.

         "Interbank  Offered Rate" shall mean, for any  Eurodollar  Loan for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary,  to
the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page)
as the London  interbank  offered rate for deposits in Dollars at  approximately
11:00  a.m.  (London  time)  two  Business  Days  prior to the first day of such
Interest Period for a term comparable to such Interest Period. If for any reason
such rate is not available,  the term  "Interbank  Offered Rate" shall mean, for
any  Eurodollar  Loan for any  Interest  Period  therefor,  the  rate per  annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBO Page as the London interbank offered rate for deposits in Dollars at
approximately  11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period; provided,
however,  if more than one rate is  specified on Reuters  Screen LIBO Page,  the
applicable rate shall be the arithmetic mean of all such rates (rounded upwards,
if necessary, to the nearest 1/100 of 1%).

         "Intercompany   Notes"  shall  mean  the  promissory  notes  issued  as
contemplated by clause (h) of the definition of Permitted  Investments set forth
in this Section 1.1, in the form of Exhibit D.

         "Interest  Coverage  Ratio" shall mean, as of any day, the ratio of (a)
Consolidated  EBITDA for the period of four  consecutive  fiscal quarters of the
Borrower  ending  on, or most  recently  preceding,  such  last day to,  and (b)
Consolidated  Cash Interest  Expense for the period of four  consecutive  fiscal
quarters of the Borrower ending on, or most recently preceding, such last day.

         "Interest  Payment Date" shall mean (a) as to Base Rate Loans, the last
Business Day of each March, June,  September and December,  (b) as to Eurodollar
Loans, the last day of each applicable Interest Period for any such Loan and, in
addition, where the applicable Interest Period for any such Loan is greater than
three months,  the date three months from the  beginning of the Interest  Period
and each three months  thereafter and (c) as to all Loans,  the Termination Date
of such Loans.

         "Interest  Period" shall mean as to Eurodollar  Loans, a period of one,
two, three or six months' duration,  as the Borrower may elect,  commencing,  in
each case, on the date of the borrowing  (including  conversions  and extensions
thereof) ;  provided,  however,  (i) if any  Interest  Period would end on a day
which is not a Business Day, such Interest  Period shall be extended to the next
succeeding  Business Day (except that in the case of Eurodollar  Loans where the
next succeeding  Business Day falls in the next succeeding  calendar month, then
on the next preceding  Business Day), (ii) no Interest Period for any Loan shall
extend  beyond  the  Termination  Date for such  Loan,  and (iii) in the case of
Eurodollar Loans, where an Interest Period begins on a day for which there is no
numerically corresponding day in the calendar month in which the Interest Period
is to end,  such  Interest  Period  shall end on the last  Business  Day of such
calendar month.

         "Interest Rate Protection Agreement" shall mean any interest rate swap,
collar,  cap or other arrangement  requiring  payments  contingent upon interest
rates.

         "Investment" in any Person shall mean (a) the acquisition  (whether for
cash, Property, services,  assumption of Indebtedness,  securities or otherwise)
of assets, shares of Capital Stock, bonds, notes, debentures, partnership, joint
venture or other ownership interests or other securities of such other Person or
(b) any deposit  with,  or advance,  loan or other  extension of credit to, such
Person (other than deposits made in connection with the purchase of equipment or
other  assets in the  ordinary  course  of  business)  or (c) any other  capital
contribution to or investment in such Person, including any Guaranty Obligations
(including  any support for a letter of credit  issued on behalf of such Person)
incurred for the benefit of such Person.

         "Investor  Group" shall mean,  collectively,  RACT,  Raul Deju, Jean I.
Everest, II and R. Stephen Creamer.

         "Investor  Stockholders" shall mean,  collectively,  Raul Deju, Jean I.
Everest, II and R. Stephen Creamer.

         "IPO" with respect to any Person shall mean an initial public  offering
pursuant to an effective registration statement under the Securities Act of 1933
covering  the  offer  and sale of common  stock of such  Person  to the  public,
underwritten by an investment banking firm of nationally recognized standing.

         "ISG Capital" shall mean ISG Capital  Corporation,  a Utah  corporation
and a wholly-owned subsidiary of the Parent.

         "ISG Capital  Guarantee  Agreement" shall mean the Amended and Restated
Guarantee Agreement dated as of the Effective Date in the form of Exhibit H-3 to
be executed in favor of the  Administrative  Agent by ISG  Capital,  as amended,
modified, restated or supplemented from time to time.

         "ISG Common Stock" shall mean,  collectively,  the Class A Common Stock
and the Class B Common Stock.

         "Issuing  Lender"  shall mean Bank of America,  in its  capacity as the
issuer of Letters of Credit, and its successors in such capacity.

         "Issuing  Lender Fees" shall have the meaning  assigned to such term in
Section 3.5(c)(iii).

         "Joinder Agreement" shall mean a Joinder Agreement substantially in the
form of Exhibit E executed and delivered by an Additional  Subsidiary  Guarantor
in accordance with the provisions of Section 6.10.

         "Junior  Subordinated  Note"  shall  mean,  collectively,   the  Junior
Subordinated  Promissory  Note due 2005,  dated October 14, 1997,  issued by the
Parent in favor of Laidlaw in an original  principal amount of $17,500,000,  and
any Secondary Note (as defined in the Junior  Subordinated Note) issued pursuant
to the terms and conditions of the Junior Subordinated Note.

         "Kokan"  shall mean Kokan  Company  Limited,  a company  organized  and
existing under the laws of the British Virgin Islands.

         "Laidlaw"   shall  mean  Laidlaw   Transportation,   Inc.,  a  Delaware
corporation.

         "Lender" shall mean either a Tranche A Lender or a Tranche B Lender.

         "Lender  Hedging  Agreement"  shall mean any Interest  Rate  Protection
Agreement or foreign currency exchange  agreement between the Borrower or any of
its  Subsidiaries  and any Person that is or was a Lender (or an  Affiliate of a
Lender) at the time such Agreement was entered into.

         "Lending Party" shall have the meaning assigned to such term in Section
10.14.

         "Letter  of  Credit"  shall  mean any  letter of  credit  issued by the
Issuing  Lender for the account of the Borrower in accordance  with the terms of
Section 2.3.

         "Level I Pricing Period" shall mean, subject to Section 2.2(d)(iii) and
Section 2.4(d)(iii),  any period on or after the Effective Date during which the
Leverage  Ratio is less than or equal to  3.50:1.00  and no Event of Default has
occurred and is continuing.

         "Level II Pricing  Period" shall mean,  subject to Section  2.2(d)(iii)
and Section 2.4 (d)(iii), any period on or after the Effective Date during which
the Leverage Ratio is greater than 3.50:1.00 but less than or equal to 4.00:1.00
and no Event of Default has occurred and is continuing.

         "Level III Pricing Period" shall mean,  subject to Section  2.2(d)(iii)
and Section 2.4(d)(iii),  any period on or after the Effective Date during which
the Leverage Ratio is greater than 4.00:1.00 but less than or equal to 4.50:1.00
and no Event of Default has occurred and is continuing.

         "Level  IV  Pricing  Period"  shall  mean any  period  on or after  the
Effective Date which is not a Level I Pricing Period, Level II Pricing Period or
Level III Pricing Period.

         "Leverage Ratio" shall mean, as of any day, the ratio of (a) Total Debt
as of such day to (b)  Consolidated  EBITDA for the  period of four  consecutive
fiscal quarters of the Borrower ending on, or most recently preceding, such day.

         "Licenses"  means all  licenses,  permits,  certificates  of authority,
authorizations,   approvals,  registrations,  franchises  and  similar  consents
granted or issued by any Governmental Authority.

         "Lien" shall mean any mortgage,  deed of trust, pledge,  hypothecation,
easement,  assignment, deposit arrangement,  restriction,  restrictive covenant,
lease,  sublease,  option,  security interest,  encumbrance,  lien (statutory or
otherwise),  preference, priority or charge of any kind (including any agreement
to give any of the  foregoing,  any  conditional  sale or other title  retention
agreement,  any financing or similar statement or notice filed under the Uniform
Commercial  Code as adopted and in effect in the relevant  jurisdiction or other
similar recording or notice statute, and any lease in the nature thereof).

         "Loan" or "Loans" shall mean the Revolving Loans and, by Type, the Base
Rate Loans and Eurodollar Loans. Loans may be designated by Type. As the context
requires,  a "Loan"  of a  particular  Type  refers  to a  portion  of the total
outstanding  Loans  of such  Type as to  which a single  Interest  Period  is in
effect.

         "LOC  Commitment"  shall mean the  commitment of the Issuing  Lender to
issue  Letters of Credit in an  aggregate  face  amount at any time  outstanding
(together with the amounts of any  unreimbursed  drawings  thereon) of up to the
LOC Committed Amount.

         "LOC Committed  Amount" shall have the meaning assigned to such term in
Section 2.3.

         "LOC Documents" shall mean, with respect to any Letter of Credit,  such
Letter of Credit, any amendments thereto,  any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other  documents  (whether  general in application or applicable only to such
Letter of Credit)  governing or providing for (a) the rights and  obligations of
the  parties  concerned  or at risk  or (b) any  collateral  security  for  such
obligations.

         "LOC Obligations" shall mean the Borrower's  reimbursement  obligations
hereunder (actual or contingent)  arising from drawings under Letters of Credit.
The amount of the LOC Obligations  outstanding at any time equals the sum of (a)
the maximum  aggregate  amount which is, or at any time  thereafter  may become,
available  to be drawn  under  Letters  of  Credit  then  outstanding,  assuming
compliance  with all  requirements  for drawings  referred to in such Letters of
Credit,  plus (b) the aggregate  amount of all drawings  under Letters of Credit
honored by the Issuing  Lender but not  theretofore  reimbursed by the Borrower.
The LOC Obligations of any Tranche A Lender at any time shall mean its Tranche A
Revolving Commitment Percentage of the aggregate LOC Obligations at such time.

         "Management Group" shall mean,  collectively,  R. Stephen Creamer, Raul
Deju and J. I. Everest, II.

         "Material  Adverse Effect" shall mean a material  adverse effect on (a)
the financial condition,  operations,  business,  assets, liabilities (actual or
contingent),  historical  cash flows or  prospects of the  Consolidated  Parties
taken as a whole,  (b) the ability of any Credit  Party to perform any  material
obligation under the Credit Documents to which it is a party or (c) the material
rights and remedies of the Lenders under the Credit  Documents.  In  determining
whether any individual  event or occurrence of the foregoing  types would result
in a  Material  Adverse  Effect,  notwithstanding  that a  particular  event  or
occurrence does not itself have such effect,  a Material Adverse Effect shall be
deemed to have occurred if the cumulative effect of such event or occurrence and
all other events or occurrences of the foregoing types which have occurred would
result in a Material Adverse Effect.

         "Material  Contracts"  shall have the meaning  assigned to such term in
Section 5.21.

         "Material  Intellectual  Property"  shall have the meaning  assigned to
such term in Section 5.16.

         "Material  Licensed  Intellectual  Property"  shall  have  the  meaning
assigned to such term in Section 5.16.

         "Material Owned Intellectual  Property" shall have the meaning assigned
to such term in Section 5.16.

         "Materials  of  Environmental  Concern"  shall  mean  any  gasoline  or
petroleum (including crude oil or any fraction thereof) or petroleum products or
any hazardous, toxic, radioactive or explosive substances,  materials or wastes,
defined  or  regulated  as such in or under any  Environmental  Laws,  including
asbestos,  polychlorinated  biphenyls and  ureaformaldehyde  insulation  and all
other substances or wastes of any nature regulated pursuant to any Environmental
Law.

         "Moody's" shall mean Moody's Investors Service,  Inc., or any successor
to such company in the business of rating securities.

         "Mortgage  Instruments"  shall have the meaning  assigned  such term in
Section 6.12(a).

         "Mortgaged  Properties"  shall have the meaning  assigned  such term in
Section 6.12(a).

         "Multiemployer Plan" shall mean a Plan which is a multiemployer plan as
defined in Section 3(37) or 4001(a)(3) of ERISA.

         "Multiple Employer Plan" shall mean a Plan which any Consolidated Party
or any ERISA  Affiliate  and at least one employer  other than any  Consolidated
Party or any ERISA Affiliate are contributing sponsors.

         "Net  Cash  Proceeds"   shall  mean  (a)  with  respect  to  any  Asset
Disposition, (i) the gross amount of cash proceeds (including Insurance Proceeds
and  Condemnation  Awards in the case of any Casualty or Condemnation  except to
the extent and for long as such Insurance  Proceeds or  Condemnation  Awards are
Reinvestment Funds or unless such Insurance Proceeds or Condemnation  Awards are
to be used for repair,  restoration or replacement pursuant to plans approved by
the Required  Lenders) actually paid to or actually received by any Consolidated
Party in respect of such Asset Disposition (including cash proceeds subsequently
received  at any  time  in  respect  of such  Asset  Disposition  from  non-cash
consideration  initially  received or  otherwise),  less (ii) the sum of (A) the
amount,  if any,  of all taxes  (other  than  income  taxes) and the  Borrower's
good-faith  best  estimate  of all income  taxes (to the extent that such amount
shall have been set aside for the  purpose of paying  such taxes when due),  and
customary  fees,  brokerage fees,  commissions,  costs and other expenses (other
than  those  payable  to any  Consolidated  Party or any  Affiliate  of any such
Person)  that are incurred in  connection  with such Asset  Disposition  and are
payable by the seller or the  transferor of the assets or Property to which such
Asset  Disposition  relates,  but only to the extent  not  already  deducted  in
arriving  at the amount  referred to in clause  (a)(i)  above,  (B)  appropriate
amounts that must be set aside as a reserve in accordance  with GAAP against any
liabilities  associated with such Asset  Disposition and (C) if applicable,  the
amount of  Indebtedness  secured  by a  Permitted  Lien that has been  repaid or
refinanced  as required in  accordance  with its terms with the proceeds of such
Asset Disposition; and (b) with respect to any Equity Issuance or Debt Issuance,
the gross amount of cash proceeds paid to or received by any Consolidated  Party
in  respect  of such  Equity  Issuance  or Debt  Issuance,  as the  case  may be
(including  cash proceeds  subsequently  received at any time in respect of such
Equity Issuance or Debt Issuance from non-cash consideration  initially received
or otherwise),  net of underwriting discounts and commissions or placement fees,
investment banking fees, legal fees,  consulting fees, accounting fees and other
customary  fees and  expenses  directly  incurred by any  Consolidated  Party in
connection  therewith (other than those payable to any Consolidated Party or any
Affiliate of any such Person).

         "Note" or "Notes"  shall mean,  the  Tranche A Revolving  Notes and the
Tranche B Revolving Notes, individually or collectively, as appropriate.

         "Notice of  Borrowing"  shall  mean a written  notice of  borrowing  in
substantially  the form of  Exhibit F, as  required  by  Section  2.2(b)(i)  and
Section 2.4(b)(i).

         "Notice  of  Extension/Conversion"  shall  mean the  written  notice of
extension or conversion in  substantially  the form of Exhibit G, as required by
Section 3.2.

         "Operating  Lease"  shall  mean,  as applied to any  Person,  any lease
(including  leases  which may be  terminated  by the  lessee at any time) of any
Property (whether real, personal or mixed) by such Person as lessee which is not
a Capital Lease.

         "Operative Documents" shall mean the Credit Documents,  the Acquisition
Agreement,  the Stockholders  Agreement,  the Senior Note Agreement,  the Junior
Subordinated  Note,  the  CVC  Subscription  Agreement,   the  Contribution  and
Assignment  Agreement,  the Contribution and  Subscription  Agreement,  the Deju
Subscription   Agreement,   the  Registration   Rights  Agreement,   the  Senior
Subordinated Credit Facility,  the Subordination  Agreement,  the Warrants,  the
Warrant Agreement, the Stock Purchase Warrants and the Tranche B Put Agreement.

         "Original Credit Agreement" shall mean the Credit Agreement dated as of
March 4, 1998 (as  amended  through the date  hereof)  among the  Borrower,  the
Parent,  the Lenders,  Bank of America,  N.A.  (formerly  known as  NationsBank,
N.A.), as Administrative Agent and Issuing Lender, and Canadian Imperial Bank of
Commerce, as Documentation Agent.

         "Other  Taxes" shall have the meaning  assigned to such term in Section
3.10(b).

         "Parent"  shall  mean  the  Person  identified  as such in the  heading
hereof, together with any permitted successors and assigns.

         "Parent Common Stock" shall mean the Parent's Class B Common Stock, par
value $.01 per share.

         "Parent  Guarantee  Agreement"  shall  mean the  Amended  and  Restated
Guarantee Agreement dated as of the Effective Date in the form of Exhibit H-1 to
be executed  in favor of the  Administrative  Agent by the  Parent,  as amended,
modified, restated or supplemented from time to time.

         "Participation Interest" shall mean a purchase by a Tranche A Lender of
a  participation  in Letters of Credit or LOC Obligations as provided in Section
2.3 or a purchase  by a Tranche A Lender or Tranche B Lender of a  participation
in any Loans or other obligations as provided in Section 3.13.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation  established
pursuant to Subtitle A of Title IV of ERISA and any successor thereof.

         "Perfection  Certificate"  shall  mean a  certificate  from the  Credit
Parties substantially in the form of Exhibit I.

         "Permitted  Acquisition" shall mean,  collectively (i) the Post Closing
Acquisitions  as defined on Schedule 1.1D hereto and (ii) an  acquisition by the
Borrower or any  Subsidiary  of the Borrower of the Capital  Stock or all or any
substantial part (in either case for which audited financial statements or other
financial information  satisfactory to the Administrative Agent is available) of
the  Property of another  Person  (including  by merger or  consolidation  or by
incorporation  of a new  Subsidiary)  for up to the  fair  market  value  of the
Capital  Stock or Property  acquired as  determined by the Board of Directors of
the Borrower based upon their reasonable  business  judgment;  provided that (a)
the Capital Stock or Property acquired in such acquisition  relates to a line of
business  similar to the  business of the  Borrower  or any of its  Subsidiaries
engaged in on the Effective Date, (b) the representations and warranties made by
the Credit  Parties in each  Credit  Document  shall be true and  correct in all
material  respects at and as of the date of such acquisition (as if made on such
date  after  giving  effect  to such  acquisition)  except  to the  extent  such
representations  and  warranties  expressly  relate to an earlier date (in which
case  such  representations  and  warranties  shall be true and  correct  in all
material  respects  at and as of such  earlier  date),  (c) the Agent shall have
received all items in respect of the Capital Stock or Property  acquired in such
acquisition (and/or the seller thereof) required to be delivered by the terms of
Section 6.11,  (d) in the case of an acquisition of the Capital Stock of another
Person,  (i) except in the case of the  incorporation  of a new Subsidiary,  the
board of directors  (or other  comparable  governing  body) of such other Person
shall have duly approved such  acquisition  and (ii) the Capital Stock  acquired
shall  constitute at least 85% of the Total Voting Power and ownership  interest
of the issuer  thereof,  (e) no Default or Event of Default  shall have occurred
and be continuing  immediately before or immediately after giving effect to such
acquisition  and the  Borrower  shall  have  delivered  to the Agent a Pro Forma
Compliance   Certificate   demonstrating   that,  upon  giving  effect  to  such
acquisition on a Pro Forma Basis,  the Borrower shall be in compliance  with all
of the  financial  covenants set forth in Section 7.19 as of the last day of the
most recent period of four  consecutive  fiscal  quarters of the Borrower  which
precedes or ends on the date of such  acquisition  and with respect to which the
Agent has received the Required  Financial  Information  and (f) the liabilities
(determined  in  accordance  with  GAAP and in any  event  including  contingent
obligations)  acquired by the Borrower and its  Subsidiaries  on a  consolidated
basis in such  acquisition and the  Indebtedness  issued by the Borrower and its
Subsidiaries  on a  consolidated  basis from such  acquisition  shall not in the
aggregate exceed 25% of the purchase price paid for the related Capital Stock or
assets.

         "Permitted  Investments"  shall mean  Investments  which consist of (a)
cash  held in a  deposit  account  with the  Administrative  Agent or any  other
reputable bank or other depository  institution which has executed and delivered
a Depository Bank Agreement with the Administrative  Agent; (b) Cash Equivalents
subject to a perfected first priority  security  interest of the  Administrative
Agent in favor of the Secured Parties; (c) accounts receivable created, acquired
or made by the Borrower and its  Subsidiaries in the ordinary course of business
and payable or  dischargeable  in accordance  with  customary  trade terms;  (d)
Investments  consisting  of  Capital  Stock,  obligations,  securities  or other
Property received by the Borrower and its Subsidiaries in settlement of accounts
receivable  (created in the ordinary course of business) from bankrupt obligors;
(e)  Investments  existing  as of the  Effective  Date and set forth in Schedule
1.1A;  (f)  Guaranty  Obligations  permitted  by Section  7.1;  (g)  advances to
employees  for moving and travel  expenses  in the  ordinary  course of business
consistent  with  past  practices;  (h)  Investments  in  the  Borrower  or  any
Subsidiary of the Borrower,  so long as (i) all such Investments in the Borrower
shall be made by the Parent or any Subsidiary of the Borrower,  shall be made in
cash and shall consist of common stock (or additional  capital  contributions in
respect of outstanding common stock) pledged to the Administrative Agent for the
benefit  of the  Lenders,  (ii)  all such  Investments  in  Subsidiaries  of the
Borrower  shall be made by the Borrower or any other  Subsidiary of the Borrower
and (iii) all such  Investments in Subsidiaries of the Borrower shall (A) in the
case of the initial  capitalization  of any such  Subsidiary,  consist of common
stock  which  is  issued  for  consideration  equal  to the  par  value  (or the
equivalent,  in the case of any Foreign  Subsidiary) of such shares and which is
pledged to the  Administrative  Agent for the benefit of the Secured  Parties or
(B) in all other  cases,  be  evidenced  by  Intercompany  Notes  pledged to the
Administrative  Agent for the benefit of the Secured  Parties and (i)  Permitted
Acquisitions.

         "Permitted  Liens" shall mean (a) Liens in favor of the  Administrative
Agent on behalf of the Secured  Parties;  (b) Liens (other than Liens created or
imposed under ERISA) for taxes or other  governmental  charges,  assessments  or
levies  which are not yet due or being  contested  in good faith by  appropriate
proceedings  diligently  pursued and for which adequate  reserves  determined in
accordance with GAAP have been established (and as to which the Property subject
to any such Lien is not yet  subject  to  foreclosure,  sale or loss on  account
thereof); (c) statutory Liens of landlords and Liens of carriers,  warehousemen,
mechanics,  materialmen and suppliers and other Liens imposed by law or pursuant
to customary  reservations or retentions of title arising in the ordinary course
of business,  provided that such Liens secure only amounts which are not yet due
and payable  (or, if due and  payable,  are unfiled and no other action has been
taken to enforce the same) or are being  contested in good faith by  appropriate
proceedings  diligently  pursued and for which adequate  reserves  determined in
accordance with GAAP have been established (and as to which the Property subject
to any such Lien is not yet  subject  to  foreclosure,  sale or loss on  account
thereof);  (d) Liens (other than Liens created or imposed under ERISA)  incurred
or deposits  made by the  Borrower or any of its  Subsidiaries  in the  ordinary
course of  business  in  connection  with  workers'  compensation,  unemployment
insurance and other types of social  security,  or to secure the  performance of
tenders, statutory obligations, bids, leases, government contracts,  performance
and  return-of-money   bonds  and  other  similar   obligations   (exclusive  of
obligations  for the  payment of  Indebtedness);  (e) Liens in  connection  with
attachments or judgments (including judgment or appeal bonds), provided that the
judgments  secured  shall,  within 30 days  after the entry  thereof,  have been
discharged  or  execution  thereof  stayed  pending  appeal (and shall have been
discharged within 30 days after the expiration of any such stay); (f) easements,
rights-of-way,  restrictions  (including zoning restrictions),  minor defects or
irregularities  in title and other similar charges or  encumbrances  not, in any
material respect,  impairing the use of the encumbered Property for its intended
purposes; (g) Liens on Property securing purchase money Indebtedness  (including
Capital Leases) to the extent permitted under Section 7.1(c),  provided that (i)
any such  Indebtedness  is  incurred  and such Lien  attaches  to such  Property
concurrently with or within 90 days after the acquisition  thereof and (ii) such
Indebtedness  is not  secured  by a Lien on any  other  assets;  (h)  leases  or
subleases  granted to others not  interfering  in any material  respect with the
business of the  Borrower and its  Subsidiaries;  (i) any interest of title of a
lessor under,  and Liens arising from UCC financing  statements  (or  equivalent
filings,  registrations  or  agreements in foreign  jurisdictions)  relating to,
leases  (excluding  Capital  Leases)  permitted by this Amended  Agreement;  (j)
normal and  customary  rights of setoff  upon  deposits  of cash in favor of the
Administrative Agent or any other bank or other depository institution which has
executed  and  delivered a Depository  Bank  Agreement  with the  Administrative
Agent; and (k) Liens existing as of the Effective Date and set forth on Schedule
1.1B;  provided  that (i) no such Lien shall at any time be extended to or cover
any Property other than the Property  subject  thereto on the Effective Date and
(ii) the principal  amount of the Indebtedness or other  obligations  secured by
such Liens shall not be extended, renewed, refunded or refinanced.

         "Person" shall mean any individual,  partnership,  joint venture, firm,
corporation,  limited liability company, association,  trust or other enterprise
(whether or not incorporated) or any Governmental Authority or any other entity.

         "Personnel"  shall have the  meaning  assigned  to such term in Section
5.16.

         "Petty Cash Accounts"  shall mean,  collectively,  bank accounts opened
from time to time for petty cash, with cash balances in the aggregate of no more
than $50,000 at any time,  including (i) the deposit  account  maintained by the
Borrower with Zions Bank in Salt Lake City,  Utah,  Account Number 124000054 and
(i) the  deposit  account  maintained  by the  Borrower  with Sun Trust  Bank in
Kennesaw, Georgia, Account Number 061000104.

         "Plan" shall mean any employee benefit plan (as defined in Section 3(3)
of ERISA)  which is covered  by Title IV of ERISA and with  respect to which any
Consolidated  Party or any ERISA  Affiliate is (or, if such plan were terminated
at such time,  would under  Section 4069 of ERISA be deemed to be) an "employer"
within the meaning of Section 3(5) of ERISA.

         "Post  Closing  Acquisitions"  shall have the meaning  assigned to such
term in the definition of "Permitted Acquisition" in this Section 1.1.

         "Preferred Stock", as applied to the Capital Stock of any person, shall
mean  Capital  Stock  of any  class or  classes  (however  designated)  which is
preferred  as to  the  payment  of  dividends  or  distributions,  or as to  the
distribution  of  assets  upon  any  voluntary  or  involuntary  liquidation  or
dissolution  of such  corporation,  over the Capital Stock of any other class of
such person.

         "Prepayment  Account"  shall have the meaning  assigned to such term in
Section 3.3(b)(vii).

         "PRI" shall mean Pozzolanic Resources, Inc., a Washington corporation.
          ---

         "Prime Rate" shall mean the per annum rate of interest established from
time to time by Bank of  America  as its prime  rate,  which rate may not be the
lowest rate of interest charged by Bank of America to its customers.

         "Pro  Forma  Basis"  shall  mean  that,  for  purposes  of  calculating
compliance in respect of any  transaction  with each of the financial  covenants
set forth in Section 7.19, such  transaction  (and any other  transaction  which
occurred during the relevant four-fiscal-quarter period) shall be deemed to have
occurred  as of the first  day of the most  recent  period  of four  consecutive
fiscal  quarters  of the  Borrower  which  precedes  or ends on the date of such
transaction  with  respect to which the  Administrative  Agent has  received the
Required Financial Information. As used in this definition,  "transaction" shall
mean (a) any  incurrence  or  assumption  of  Indebtedness  (and the  concurrent
retirement of any other  Indebtedness) as referred to in Section 7.1(i), (b) any
merger  or  consolidation  as  referred  to in  Section  7.4(d),  (c) any  Asset
Disposition of a business or business unit as referred to in Section 7.5(a),  or
(d) any  "Permitted  Acquisition"  set forth in this Section 1.1. In  connection
with any  calculation of the financial  covenants set forth in Section 7.19 upon
giving effect to a transaction (and any other  transaction which occurred during
the  relevant  four-fiscal-quarter  period) on a Pro Forma Basis for purposes of
Section  7.1(i),  Section 7.4,  Section 7.5 or clause (e) of the  definition  of
"Permitted Acquisition" set forth in this Section 1.1, as applicable:

         (i) for purposes of any such  calculation  in respect of any incurrence
or  assumption of  Indebtedness  as referred to in Section  7.1(i),  (A) if such
Indebtedness  has a floating  or formula  rate,  the rate of  interest  for such
Indebtedness  for  the  applicable  period  for  purposes  of  the  calculations
contemplated by this definition  shall be determined by utilizing the rate which
is or would be in effect with respect to such  Indebtedness as the relevant date
of  such  calculations  and  (B)  any  other   Indebtedness   which  is  retired
concurrently  with such incurrence or assumption shall be excluded and deemed to
have  been  retired  as of the  first day of the  relevant  four  fiscal-quarter
period;

         (ii) for  purposes  of any such  calculation  in  respect  of any Asset
Disposition  of a business or business  unit as referred to in Section  7.5, (1)
income  statement  items  (whether  positive or  negative)  attributable  to the
Property  disposed of in such Asset  Disposition shall be excluded to the extent
relating  to any  period  prior  to the  date  of such  transaction  and (2) any
Indebtedness which is retired in connection with such Asset Disposition shall be
excluded  and deemed to have been  retired  as of the first day of the  relevant
four fiscal-quarter period; and

         (iii) for purposes of any such  calculation in respect of any merger or
consolidation  as referred to in Section 7.4(d) and the definition of "Permitted
Acquisition" set forth in this Section 1.1, (A) any Indebtedness incurred by the
Borrower or any of its Subsidiaries in connection with such transaction shall be
deemed  to  have  been  incurred  as of  the  first  day of  the  relevant  four
fiscal-quarter  period, (B) if such Indebtedness has a floating or formula rate,
then the rate of interest for such  Indebtedness  for the applicable  period for
purposes of the calculations contemplated by this definition shall be determined
by  utilizing  the rate  which is or would be in  effect  with  respect  to such
Indebtedness  as at the  relevant  date of  such  calculations  and  (C)  income
statement items (whether  positive or negative)  including,  but not limited to,
the income  statement  items listed in Schedule  1.1D hereto with respect to the
Acquisition  and the Post  Closing  Acquisitions  attributable  to the  Property
acquired  in  any  such  transaction  or  to  the  Investment   comprising  such
transaction,  as  applicable,  shall  be  included  as if such  transaction  had
occurred  as of the  first  day  of the  relevant  four  fiscal-quarter  period;
provided,  however,  that extraordinary and non-recurring  revenues and expenses
attributable  to such  Property  or  Investment,  as the case  may be,  shall be
excluded  from the income  statement  calculation  for such four  fiscal-quarter
period.

         "Pro Forma  Compliance  Certificate"  shall mean a  certificate  of the
chief financial officer of the Borrower delivered to the Administrative Agent in
connection  with (i) any  incurrence  or  assumption  of  Indebtedness  (and the
concurrent  retirement  of any other  Indebtedness)  as  referred  to in Section
7.1(i), (ii) any merger or consolidation as referred to in Section 7.4(d), (iii)
any Asset Disposition as referred to in Section 7.5(a) or (iv) the definition of
"Permitted  Acquisition"  set forth in this  Section  1.1,  as  applicable,  and
containing  reasonably  detailed   calculations,   upon  giving  effect  to  the
applicable transaction on a Pro Forma Basis, of the Interest Coverage Ratio, and
the  Leverage  Ratio  as of the  last  day of the  most  recent  period  of four
consecutive  fiscal quarters of the Borrower which precede or end on the date of
the applicable  transaction and with respect to which the  Administrative  Agent
shall have received the Required Financial Information.

         "Property"  shall mean any  interest  in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

         "RACT" shall mean RACT, Inc., a Utah corporation.
          ----

         "Register"  shall  have the  meaning  assigned  to such term in Section
10.3(c).

         "Registration  Rights  Agreement"  shall mean the  Registration  Rights
Agreement among the Parent,  the Sponsor,  the CVC Co-Investors and the Investor
Group dated as of October 14, 1997, as amended.

         "Regulation T, U or X" shall mean  Regulation T, U or X,  respectively,
of the Board of Governors of the Federal  Reserve System as from time to time in
effect and any successor to all or a portion thereof..

         "Reinvestment Funds" shall mean, with respect to any Insurance Proceeds
from a Casualty or any Condemnation  Award from a Condemnation,  that portion of
such funds as shall,  according to a certificate of a Responsible Officer of the
Borrower  delivered  to the  Administrative  Agent  within  30  days  after  the
occurrence  of such  Casualty  or  Condemnation  (and in any  case  prior to the
receipt thereof by any Consolidated  Party),  be reinvested,  within 365 days of
the  receipt of such funds in the  repair,  restoration  or  replacement  of the
Properties that were the subject of such Casualty or Condemnation; provided that
(a) the  aggregate  amount of such  proceeds  with  respect to any such event or
series of related  events shall not exceed  $500,000  without the prior  written
consent of the Required  Lenders,  (b) such certificate  shall be accompanied by
evidence reasonably  satisfactory to the Administrative  Agent that any Property
subject to such Casualty or Condemnation has been or will be repaired,  restored
or replaced to its condition immediately prior to such Casualty or Condemnation,
(c) pending  such  reinvestment,  the entire  amount of such  proceeds  shall be
deposited  in an account  with the  Administrative  Agent for the benefit of the
Secured Parties, over which the Administrative Agent shall have sole control and
exclusive  right of withdrawal,  (d) from and after the date of delivery of such
certificate, the Borrower shall diligently proceed, in a commercially reasonable
manner,  to complete the repair,  restoration  or  replacement of the Properties
that were the subject of such  Casualty or  Condemnation  as  described  in such
certificate  and (e) no Default or Event of Default  shall have  occurred and be
continuing;  and provided further that, if any of the foregoing conditions shall
cease to be  satisfied  at any  time,  such  funds  shall no  longer  be  deemed
Reinvestment  Funds and such funds shall immediately be applied to prepayment of
the Credit Obligations in accordance with Section 3.3(b).

         "Release" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging,  injecting, escaping, leaching, dumping or disposing into
the environment (including the abandonment or discarding of barrels,  containers
and other closed receptacles containing any Materials of Environmental Concern).

         "Reportable  Event"  shall  mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the notice requirement has
been waived by regulation.

         "Required  Financial  Information"  shall  mean,  with  respect  to any
period,  the  financial  statements  of the Borrower with respect to such period
required under Section 6.1(a) and (b).

         "Required  Lenders" shall mean, at any time,  Lenders which are then in
compliance with their obligations hereunder (as determined by the Administrative
Agent) whose Credit Exposure (as hereinafter  defined) constitutes more than 66%
of the Credit  Exposure  of all  Lenders at such time.  For the  purposes of the
preceding sentence,  the term "Credit Exposure" as applied (i) to each Tranche A
Lender  shall mean (A) at any time  prior to the  termination  of the  Tranche A
Revolving  Commitments,  the Tranche A Revolving  Commitment  Percentage of such
Tranche A Lender multiplied by the Tranche A Revolving Committed Amount, and (B)
at any time after the  termination of the Tranche A Revolving  Commitments,  the
sum of (x) the principal balance of the outstanding Tranche A Revolving Loans of
such Tranche A Lender plus (y) such Tranche A Lender's  Participation  Interests
in all LOC Obligations,  and (ii) to each Tranche B Lender shall mean (A) at any
time  prior to the  termination  of the  Tranche B  Revolving  Commitments,  the
Tranche B Revolving Commitment Percentage of such Tranche B Lender multiplied by
the  Tranche  B  Revolving  Committed  Amounts  and (B) at any  time  after  the
termination of the Tranche B Revolving Commitments, the principal balance of the
outstanding  Tranche B Revolving Loans of such Tranche B Lender. For purposes of
the foregoing,  (A) the interest of any Lender holding a Loan in which any other
Lender has a Participation Interest pursuant to Section 3.13 shall be calculated
net  of  all  such  Participation   Interests  of  other  Lenders  and  (B)  the
Participation  Interest of any Lender pursuant to Section 3.13 in a Loan held by
any other Lender shall be counted as if such Lender  holding such  Participation
Interest held a proportionate part of the related Loan directly.

         "Requirement  of Law" shall mean, as to any Person,  the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person,  and  any  law,  treaty,  rule,   regulation,   order,  writ,  judgment,
injunction, decree, permit or determination of an arbitrator or a court or other
Governmental   Authority  or  other  restriction  imposed  by  any  Governmental
Authority,  in each case  applicable  to or binding upon such Person or to which
any of its Property is subject.

         "Reserve  Requirement"  shall mean,  at any time,  the maximum  rate at
which  reserves  (including  any marginal,  special,  supplemental  or emergency
reserves) are required to be maintained  under  regulations  issued from time to
time by the Board of Governors of the Federal  Reserve System (or any successor)
by member banks of the Federal Reserve System against "Eurocurrency liabilities"
(as such term is used in  Regulation  D).  Without  limiting  the  effect of the
foregoing,  the Reserve Requirement shall reflect any other reserves required to
be  maintained  by  such  member  banks  with  respect  to (i) any  category  of
liabilities which includes deposits by reference to which the Eurodollar Rate is
to be  determined  or (ii) any category of  extensions of credit or other assets
which  include   Eurodollar   Loans.  The  Eurodollar  Rate  shall  be  adjusted
automatically  on and as of the  effective  date of any  change  in the  Reserve
Requirement.

         "Responsible  Officer"  shall mean,  as to any Person,  the  president,
chief executive  officer,  chief operating officer,  any financial officer,  any
vice  president  or the  general  counsel of such  Person  (or, in the case of a
partnership, of the managing general partner of such Person).

         "Restricted Payment" shall mean (i) any dividend or other distribution,
direct or indirect, on account of any class of Capital Stock of any Consolidated
Party, now or hereafter outstanding,  (ii) any redemption,  retirement,  sinking
fund or similar  payment,  purchase or other  acquisition  for value,  direct or
indirect,  of any  class of  Capital  Stock of any  Consolidated  Party,  now or
hereafter  outstanding,  (iii) any  payment  made to  retire,  or to obtain  the
surrender of, any outstanding  warrants,  options or other rights to acquire any
class of Capital Stock of any Consolidated Party, now or hereafter  outstanding,
(iv) any payment or prepayment of principal of, premium, if any, or interest on,
redemption,  purchase,  retirement,  defeasance, sinking fund or similar payment
with respect to the Senior Note,  (v) any payment or repayment of principal  of,
premium,  if any,  or  interest  on  (other  than  payment  in  kind  interest),
redemption,  purchase,  retirement,  defeasance, sinking fund or similar payment
with  respect to the  Junior  Subordinated  Note,  (vi) any loan,  advance,  tax
sharing  payment or  indemnification  payment  to, or other  investment  in, the
Parent or any of its Affiliates  (other than the Borrower and its  Subsidiaries)
and (vii) any  payment or  prepayment  of  principal  of,  premium,  if any,  or
interest  on  (other  than  payment  in kind  interest),  redemption,  purchase,
retirement,  defeasance,  sinking  fund or similar  payment  with respect to the
Senior Subordinated Credit Facility.

         "Revolving  Credit  Facility  Obligations"  shall  mean,  collectively,
Revolving Loans and LOC Obligations.

         "Revolving  Loan" shall mean a Tranche A Revolving  Loan or a Tranche B
Revolving Loan, and "Revolving Loans" shall mean, collectively,  any two or more
of them.

         "S&P" shall mean Standard & Poor's  Ratings Group, a division of McGraw
Hill, Inc., or any successor or assignee of the business of such division in the
business of rating securities.

         "Sale and  Leaseback  Transaction"  shall mean any  direct or  indirect
arrangement  with any Person or to which any such  Person is a party,  providing
for the leasing to any Consolidated Party of any Property,  whether owned by any
Consolidated Party as of the Effective Date or later acquired, which has been or
is to be sold or transferred by any Consolidated  Party to such Person or to any
other Person from whom funds have been, or are to be, advanced by such Person on
the security of such Property.

         "Secured  Parties" shall mean (a) the Lenders,  (b) the  Administrative
Agent,  in its capacity as such under each Credit  Document,  (c) each Lender or
Affiliate thereof with which the Borrower or any of its Subsidiaries enters into
a Lender Hedging Agreement as permitted hereunder, in its capacity as a party to
such Lender Hedging  Agreement,  (d) the  beneficiaries of each  indemnification
obligation  undertaken by any  Consolidated  Party under any Credit Document and
(e) the successors and assigns of the foregoing.

         "Security  Agreement"  shall mean the Amended and  Restated  Pledge and
Security Agreement dated as of the Effective Date in the form of Exhibit J to be
executed in favor of the Administrative  Agent by each of the Credit Parties, as
amended,  modified,  restated or  supplemented  from time to time.  The Security
Agreement  amends and restates that certain pledge and security  agreement dated
as of March 4, 1998 executed in favor of the Administrative Agent by each of the
Credit  Parties  and that  certain  amended  and  restated  pledge and  security
agreement dated as of January 1, 1999,  executed in favor of the  Administrative
Agent by each of the Credit Parties.

         "Sellers" shall mean, collectively, Gerald A. Peabody, Jr., Penelope A.
Peabody and Kokan.

         "Senior  Note" shall mean the 10% Senior  Subordinated  Notes due April
15, 2008 issued by the Borrower pursuant to the Senior Note Agreement (and shall
include any substantially identical senior subordinated notes of the Borrower in
the same  aggregate  principal  amount  issued  after April 22, 1998 in exchange
therefor pursuant to a registered exchange offer or shelf registration statement
in accordance with the Senior Note Agreement).

         "Senior Note Agreement" shall mean the Indenture, dated as of April 22,
1998  pursuant to which the Senior Notes are issued,  by and among the Borrower,
the Domestic  Subsidiaries party thereto as guarantors,  and U.S. Bank, N.A., as
trustee,  as the same may be  amended,  modified,  restated or  supplemented  in
accordance  with the terms of this  Amended  Agreement as in effect from time to
time.

         "Senior Noteholder" shall mean any one of the holders from time to time
of the Senior Notes.

         "Senior  Subordinated Credit Facility" shall mean the U.S.  $10,000,000
Senior  Subordinated  Credit  Agreement  dated April 17, 2000 by and between the
Parent and Citicorp  Mezzanine  Partners,  L.P.  and the notes  issued  pursuant
thereto, as amended, modified, restated or supplemented from time to time.

         "Solvent" or "Solvency"  shall mean, with respect to any Person as of a
particular  date,  that on such date (i) such Person is able to realize upon its
assets and pay its debts and other liabilities, contingent obligations and other
commitments  as they mature in the normal  course of business,  (ii) such Person
does  not  intend  to,  and  does  not  believe  that it  will,  incur  debts or
liabilities  beyond such Person's  ability to pay such debts and  liabilities as
they mature in their  ordinary  course,  taking  into  account the timing of and
amounts of cash to be  received  by such Person and the timing of and amounts of
cash to be payable on or in respect  of debts and  liabilities  of such  Person,
(iii) such  Person is not  engaged in a business  or a  transaction,  and is not
about to engage in a business or a transaction, for which such Person's Property
would constitute  unreasonably  small capital after giving due  consideration to
the prevailing practice in the industry in which such Person is engaged or is to
engage,  (iv) the fair value of the  Property of such Person is greater than the
total amount of liabilities,  including contingent  liabilities,  of such Person
and (v) the present fair salable  value of the assets of such Person is not less
than the amount  that will be  required to pay the  probable  liability  of such
Person on its debts and  liabilities  as they become  absolute and  matured.  In
computing the amount of contingent  liabilities at any time, it is intended that
such liabilities will be computed at the amount which, in light of all the facts
and  circumstances  existing  at such  time,  represents  the  amount  that  can
reasonably be expected to become an actual or matured liability.

         "Sponsor"  shall  mean  Citicorp  Venture  Capital,  Ltd.,  a New  York
corporation.

         "Sponsor Group" shall mean the Sponsor, any of the Sponsor's Affiliates
and the  Management  Group,  provided  that each such  Affiliate  is  reasonably
acceptable to the Administrative Agent.

         "Sponsor Revolving Loan" shall mean the Senior Secured Revolving Credit
Agreement dated as of October 14, 1997,  between  Borrower and Citicorp  Venture
Capital, Ltd.

         "Standby Letter of Credit Fee" shall have the meaning  assigned to such
term in Section 3.5(c)(i).

         "Stock Purchase Warrants" shall mean, collectively,  the stock purchase
warrant to purchase  the Parent  Common Stock in an amount equal to up to 10% of
all the outstanding Parent Common Stock on a fully diluted basis pursuant to the
Warrant Agreement.

         "Stockholders Agreement" shall mean the Stockholders Agreement dated as
of October 14, 1997 among the Parent, the Sponsor, CCT, the CVC Co-Investors and
the Investor Stockholders, as amended.

         "Subordination  Agreement" shall mean the Subordination Agreement dated
as of April 17,  2000 by and among the Parent,  the  Administrative  Agent,  the
Lenders, and Citicorp Mezzanine Partners, L.P., as amended,  modified,  restated
or supplemented from time to time.

         "Subsidiaries  Guarantee Agreement" shall mean the Amended and Restated
Guarantee Agreement dated as of the Effective Date in the form of Exhibit H-2 to
be executed in favor of the Administrative  Agent by the Subsidiary  Guarantors,
as amended, modified, restated or supplemented from time to time.

         "Subsidiary"  shall mean, as to any Person,  (a) any  corporation  more
than 50% of whose  Capital  Stock of any  class or  classes  having by the terms
thereof  ordinary  voting  power to elect a majority  of the  directors  of such
corporation (irrespective of whether or not at the time, any class or classes of
such  corporation  shall  have or  might  have  voting  power by  reason  of the
happening of any  contingency)  is at the time owned by such Person  directly or
indirectly through  Subsidiaries,  and (b) any partnership,  association,  joint
venture, limited liability company or other business entity in which such Person
directly  or  indirectly  through  Subsidiaries  has more than 50% of the equity
interests at any time.

         "Subsidiary Guarantors" shall mean each of the Domestic Subsidiaries of
the Borrower on the Effective Date which has executed the Subsidiaries Guarantee
Agreement and each Additional  Subsidiary Guarantor which may thereafter execute
a Joinder Agreement,  together with their successors and permitted assigns,  and
"Subsidiary Guarantor" shall mean any one of them.

         "Taxes" shall have the meaning assigned to such term in Section 3.10.

         "Termination Date" shall mean September 4, 2003.

         "Total  Debt" shall  mean,  as of any day,  the total  amount of Funded
Indebtedness of the Borrower and its Consolidated Subsidiaries on a consolidated
basis as of such day.

         "Total  Voting Power" with respect to any Person on any date shall mean
the total number of votes which may be cast in the election of directors of such
Person at any meeting of stockholders of such Person if all securities  entitled
to vote in the election of directors of such Person (on a fully  diluted  basis,
assuming the exercise,  conversion or exchange of all rights, warrants,  options
and  securities  outstanding  on such date  which are or may  thereafter  become
exercisable for,  exchangeable for or convertible into, such voting  securities)
were present and voted at such  meeting  (other than votes that may be cast only
upon the happening of a contingency).

         "Trade  Letter of Credit Fee" shall have the  meaning  assigned to such
term in Section 3.5(b)(ii).

         "Tranche A Commitment Fee" shall have the meaning assigned to such term
in Section 3.5(a).

         "Tranche A Commitment  Fee  Calculation  Period" shall have the meaning
assigned to such term in Section 3.5(a).

         "Tranche  A  Lenders"  shall mean any of the  Persons  identified  as a
"Tranche A Lender"  on the  signature  pages  hereto,  and any Person  which may
become a Tranche  A Lender by way of  assignment  in  accordance  with the terms
hereof, together with their successors and permitted assigns. Unless the context
clearly  indicates  otherwise,  the term  "Tranche A Lenders"  shall include the
Issuing Lender.

         "Tranche A Revolving  Committed Amount" shall have the meaning assigned
to such term in Section 2.2(a).

         "Tranche  A  Revolving  Commitment"  shall  mean,  with  respect to any
Tranche A Lender,  the  commitment  of such  Tranche A Lender,  in an  aggregate
principal  amount  at any time  outstanding  of up to such  Tranche  A  Lender's
Tranche A Revolving  Commitment  Percentage of the Tranche A Revolving Committed
Amount,  (i) to make Tranche A Revolving Loans in accordance with the provisions
of Section  2.2(a) and (ii) to purchase  Participation  Interests  in Letters of
Credit in accordance with the provisions of Section 2.3(c).

         "Tranche A Revolving Commitment Percentage" shall mean, for any Tranche
A  Lender,  the  percentage,  if any,  identified  as its  Tranche  A  Revolving
Commitment  Percentage on Schedule  1.1C (or in the  Assignment  and  Acceptance
pursuant  to which  such  Tranche  A Lender  assumed  its  Tranche  A  Revolving
Commitment),  as  such  percentage  may  be  modified  in  connection  with  any
assignment made in accordance with the provisions of this Amended Agreement.

         "Tranche A Revolving  Loans"  shall have the  meaning  assigned to such
term in Section 2.2(a).

         "Tranche A Revolving  Note" or "Tranche A Revolving  Notes"  shall mean
the promissory notes of the Borrower in favor of each of the applicable  Tranche
A Lenders  evidencing the Tranche A Revolving Loans provided pursuant to Section
2.2(e),  individually or collectively,  as appropriate, as such promissory notes
may be amended, modified, restated, supplemented,  extended, renewed or replaced
from time to time.

         "Tranche B Commitment Fee" shall have the meaning assigned to such term
in Section 3.5(b).

         "Tranche B Commitment  Fee  Calculation  Period" shall have the meaning
assigned to such term in Section 3.5(b).

         "Tranche  B  Lenders"  shall mean any of the  Persons  identified  as a
"Tranche B Lender"  on the  signature  pages  hereto,  and any Person  which may
become a Tranche  B Lender by way of  assignment  in  accordance  with the terms
hereof, together with their successors and permitted assigns.

         "Tranche  B Put  Agreement"  shall  mean  that  certain  Tranche  B Put
Agreement  dated as of the  Effective  Date  among the  Sponsor,  the  Tranche B
Lenders, the Borrower and the Administrative Agent, substantially in the form of
Exhibit N attached hereto, as may be amended, modified, restated or supplemented
from time to time.

         "Tranche B Revolving  Committed Amount" shall have the meaning assigned
to such term in Section 2.4 (a).

         "Tranche  B  Revolving  Commitment"  shall  mean,  with  respect to any
Tranche B Lender,  the  commitment  of such  Tranche B Lender,  in an  aggregate
principal  amount  at any time  outstanding  of up to such  Tranche  B  Lender's
Tranche B Revolving  Commitment  Percentage of the Tranche B Revolving Committed
Amount,  to make Tranche B Revolving  Loans in accordance with the provisions of
Section 2.4(a).

         "Tranche B Revolving Commitment Percentage" shall mean, for any Tranche
B  Lender,  the  percentage,  if any,  identified  as its  Tranche  B  Revolving
Commitment  Percentage on Schedule  1.1C (or in the  Assignment  and  Acceptance
pursuant  to which  such  Tranche  B Lender  assumed  its  Tranche  B  Revolving
Commitment),  as  such  percentage  may  be  modified  in  connection  with  any
assignment made in accordance with the provisions of this Amended Agreement.

         "Tranche B Revolving  Loans"  shall have the  meaning  assigned to such
term in Section 2.4(a).

         "Tranche B Revolving  Note" or "Tranche B Revolving  Notes"  shall mean
the promissory notes of the Borrower in favor of each of the applicable  Tranche
B Lenders  evidencing the Tranche B Revolving Loans provided pursuant to Section
2.4(e),  individually or collectively,  as appropriate, as such promissory notes
may be amended, modified, restated, supplemented,  extended, renewed or replaced
from time to time.

         "Type",  with  respect  to a Loan,  refers  to  whether  such Loan is a
Eurodollar Loan or Base Rate Loan.

         "UCC" shall mean the Uniform Commercial Code.

         "UCP" shall have the meaning assigned to such term in Section 2.3(h).

         "Unused  Tranche A Revolving  Committed  Amount"  shall  mean,  for any
period,  the  amount  by  which  (a) the then  applicable  Tranche  A  Revolving
Committed  Amount  exceeds (b) the daily  average sum for such period of (i) the
aggregate  principal  amount of all  outstanding  Tranche A Revolving Loans plus
(ii) the aggregate principal amount of all outstanding LOC Obligations.

         "Unused  Tranche  B  Revolving  Committed  Amount"  shall  mean for any
period,  the  amount  by  which  (a) the then  applicable  Tranche  B  Revolving
Committed  Amount  exceeds  (b) the  daily  average  sum for such  period of the
aggregate principal amount of all outstanding Tranche B Revolving Loans.

         "Warrant Agreement" shall mean the Warrant Agreement by and between the
Parent and Citicorp  Mezzanine  Partners,  L.P. dated April 17, 2000 to purchase
the Stock Purchase Warrants.

         "Warrants"  shall  mean,  collectively,  the  Series  A Stock  Purchase
Warrants to purchase an  aggregate  of 5,000  shares of ISG Common  Stock issued
pursuant to the CVC Subscription Agreement.

         "Wholly Owned  Subsidiary" of any Person shall mean any Subsidiary 100%
of whose Capital  Stock (on a fully diluted  basis) is at the time owned by such
Person directly or indirectly through other Wholly Owned Subsidiaries.

         "Year 2000 Compliant"  shall have the meaning assign thereto in Section
5.30.

         "Year 2000 Problem" shall have the meaning  assigned thereto in Section
5.30.

         Computation of Time Periods.  For purposes of computation of periods of
time  hereunder,  the word "from" shall mean "from and  including" and the words
"to" and "until" each shall mean "to but excluding."

         Accounting Terms.  Except as otherwise  expressly  provided herein, all
accounting terms used herein shall be interpreted,  and all financial statements
and certificates and reports as to financial matters required to be delivered to
the Lenders  hereunder  shall be prepared,  in accordance with GAAP applied on a
consistent  basis.  All  calculations  made  for  the  purposes  of  determining
compliance  with this Amended  Agreement  shall  (except as otherwise  expressly
provided  herein) be made by application  of GAAP applied on a basis  consistent
with the most recent annual or quarterly financial statements delivered pursuant
to Section  6.1 (or,  prior to the  delivery of the first  financial  statements
pursuant to Section 6.1, consistent with the financial statements as at December
31,  1999;  provided,  however,  that  if  (i)  the  Borrower  shall  object  to
determining  such  compliance  on such  basis  at the time of  delivery  of such
financial  statements  due to any change in GAAP or the rules  promulgated  with
respect thereto after the Effective Date or (ii) the Administrative Agent or the
Required  Lenders  shall so object in writing  within 90 days after  delivery of
such  financial  statements,  then  such  calculations  shall be made on a basis
consistent with the most recent financial  statements  delivered by the Borrower
to the Lenders as to which no such objection shall have been made.

         Terms Generally.  The definitions in Section 1.1 shall apply equally to
both the singular and plural  forms of the terms  defined.  Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be  followed  by the  phrase  "without  limitation".  All  references  herein to
Sections,  Exhibits and Schedules shall be deemed references to Sections of, and
Exhibits and  Schedules  to, this  Amended  Agreement  unless the context  shall
otherwise  require.  Unless otherwise  expressly provided herein, the word "day"
means a calendar day.

                                    SECTION 2

                                CREDIT FACILITIES

         Continuation of Loans.  Pursuant to the Original Credit Agreement,  the
Tranche A Lenders made available to the Borrower an aggregate principal of up to
$50,000,000  in the form of  revolving  credit  loans  referred to herein as the
Tranche  A  Revolving  Loans.  The  Tranche  A Lenders  shall  continue  to make
available  such  Tranche  A  Revolving  Loans  pursuant  to  this  Agreement  in
accordance with this Section 2.

         Tranche A Revolving Loans. (a) Tranche A Revolving Commitment.  Subject
to the terms and conditions hereof and in reliance upon the  representations and
warranties set forth herein,  each Tranche A Lender severally agrees to continue
to make  available to the Borrower  such Tranche A Lender's  Tranche A Revolving
Commitment  Percentage  of revolving  credit loans  requested by the Borrower in
Dollars ("Tranche A Revolving Loans") which has been available from time to time
from the Closing Date and will be available until the Termination  Date, or such
earlier date as the Tranche A Revolving  Commitments  shall have been terminated
as provided herein for the purposes  hereinafter set forth;  provided,  however,
that  the  sum of the  aggregate  principal  amount  of  outstanding  Tranche  A
Revolving Loans plus the aggregate  amount of outstanding LOC Obligations  shall
not at any time exceed FIFTY MILLION  DOLLARS  ($50,000,000)  (as such aggregate
maximum  amount may be reduced from time to time as provided in Section 3.4, the
"Tranche A Revolving Committed Amount");  provided, further, with regard to each
Tranche A Lender individually,  that such Tranche A Lender's outstanding Tranche
A Revolving  Loans plus  Participation  Interests in outstanding LOC Obligations
shall not at any time  exceed  such  Tranche  A  Lender's  Tranche  A  Revolving
Commitment  Percentage of the Tranche A Revolving  Committed  Amount.  Tranche A
Revolving  Loans  may  consist  of Base Rate  Loans or  Eurodollar  Loans,  or a
combination  thereof,  as the  Borrower  may  request,  and  may be  repaid  and
reborrowed in accordance with the provisions hereof; provided, however, that the
Tranche A Revolving Loans  outstanding at any time shall consist of no more than
six (6) separate  Eurodollar  Loans. For purposes hereof,  Eurodollar Loans with
different  Interest  Periods shall be considered as separate  Eurodollar  Loans,
even if they begin on the same date,  although  borrowings of  Eurodollar  Loans
may, in accordance with the provisions hereof, be combined through extensions or
conversions at the end of existing  Interest  Periods to constitute a single new
Eurodollar  Loan  with the same  Interest  Period.  Tranche  A  Revolving  Loans
hereunder may be repaid and reborrowed in accordance with the provisions hereof.

         (b)  Tranche A Revolving Loan Borrowings.

                  (i) Notice of Borrowing.  The Borrower shall request a Tranche
A Revolving  Loan borrowing by written  notice (or  telephonic  notice  promptly
confirmed  in  writing)  to the  Administrative  Agent not later than 11:00 A.M.
(Charlotte,  North  Carolina  time) on the Business Day prior to the date of the
requested  borrowing in the case of Base Rate Loans,  and on the third  Business
Day  prior  to the date of the  requested  borrowing  in the case of  Eurodollar
Loans.  Each such request for borrowing  shall be irrevocable  and shall specify
(A) the date of the requested borrowing (which shall be a Business Day), (B) the
aggregate principal amount to be borrowed and (C) whether the borrowing shall be
comprised of Base Rate Loans,  Eurodollar Loans or a combination thereof, and if
Eurodollar Loans are requested, the Interest Period(s) therefor. If the Borrower
shall fail to specify in any such Notice of Borrowing (I) an applicable Interest
Period in the case of a Eurodollar  Loan, then such notice shall be deemed to be
a request  for an  Interest  Period  of one month or (II) the Type of  Tranche A
Revolving Loan requested, then such notice shall be deemed to be a request for a
Base Rate Loan  hereunder.  Promptly  upon  receipt of each Notice of  Borrowing
pursuant to this Section 2.2(b)(i),  the Administrative  Agent shall notify each
affected  Tranche  A Lender of the  contents  thereof  and each  such  Tranche A
Lender's share of any borrowing to be made pursuant thereto.

                  (ii) Minimum  Amounts.  Each Eurodollar Loan or Base Rate Loan
that  comprises  part of the  Tranche A  Revolving  Loans  shall be in a minimum
aggregate principal amount (for the applicable Tranche A Lenders,  collectively)
of $1,000,000 and integral  multiples of $500,000 in excess thereof (or the then
remaining amount of the Tranche A Revolving Committed Amount, if less).

                  (iii) Advances.  Each Tranche A Lender will make its Tranche A
Revolving  Commitment  Percentage  of each  Tranche A Revolving  Loan  borrowing
available  to the  Administrative  Agent for the account of the  Borrower at the
office of the Administrative  Agent specified in Schedule 1.1C, or in such other
manner  as the  Administrative  Agent may  designate  in  writing,  by 1:00 P.M.
(Charlotte,  North Carolina time) on the date specified in the applicable Notice
of Borrowing in Dollars and in funds immediately available to the Administrative
Agent.  Such  borrowing  will  then be made  available  to the  Borrower  by the
Administrative  Agent by  crediting  the account of the Borrower on the books of
such  office  with  the   aggregate  of  the  amounts  made   available  to  the
Administrative  Agent by the  Tranche A Lenders and in like funds as received by
the Administrative Agent.

         Repayment.  The principal amount of all Tranche A Revolving Loans shall
be due and payable in full on the Termination  Date, unless  accelerated  sooner
pursuant to Section 8.2.

         Interest.  Subject to the provisions of Section 3.1:
         --------

                  (i)  Base  Rate  Loans.  During  such  periods  as  Tranche  A
Revolving Loans shall be comprised in whole or in part of Base Rate Loans,  such
Base Rate Loans shall bear  interest  at a per annum rate equal to the  Adjusted
Base Rate.

                  (ii)  Eurodollar  Loans.  During  such  periods  as  Tranche A
Revolving Loans shall be comprised in whole or in part of Eurodollar Loans, such
Eurodollar  Loans shall bear  interest at a per annum rate equal to the Adjusted
Eurodollar Rate.

                  (iii) Pricing Periods.  Each Level I Pricing Period,  Level II
Pricing  Period,  Level III Pricing  Period or Level IV Pricing  Period  (each a
"Pricing Period") shall commence on (and include) the date that is the first day
of the third month  following the end of each fiscal quarter of the Borrower and
shall  terminate on the day before the  beginning  of the next  Pricing  Period.
Notwithstanding  the foregoing,  in the event the Borrower has failed to deliver
any Required  Financial  Information  when due in accordance with Section 6.1, a
Level IV  Pricing  Period  shall be deemed to be in effect  beginning  as of the
first day of the third month  following the end of the fiscal  quarter for which
any Required  Financial  Information was not timely  delivered and such Level IV
Pricing Period shall remain  effective  until a fiscal quarter in which Borrower
has delivered the Required  Financial  Information  when due in accordance  with
Section 6.1,  and then the  applicable  Pricing  Period as  determined  pursuant
hereto  with  reference  to the  Required  Financial  Information  shall  become
effective on the date  determined in accordance  with the first sentence of this
clause (iii) above.

Interest  on  Tranche A  Revolving  Loans  shall be  payable  in arrears on each
applicable  Interest  Payment  Date (and at such other times as may be specified
herein).

         Tranche A Revolving  Notes.  The Tranche A Revolving Loans made by each
Tranche A Lender shall be evidenced by a duly  executed  promissory  note of the
Borrower to such Tranche A Lender in  substantially  the form of Exhibit K-1 and
in a principal  amount  equal to such  Lender's  Tranche A Revolving  Commitment
Percentage of the Tranche A Revolving Committed Amount.

         Letter of Credit  Subfacility.  (a) Issuance.  Subject to the terms and
conditions  hereof and of the LOC  Documents,  if any,  and any other  terms and
conditions which the Issuing Lender may reasonably  require and in reliance upon
the  representations  and warranties set forth herein, the Issuing Lender agrees
to issue, and each Tranche A Lender severally agrees to participate on the terms
set forth in this Section 2.3 in the issuance by the Issuing  Lender of, standby
and trade Letters of Credit in Dollars from time to time from the Effective Date
until the Termination Date as the Borrower may request,  in a form acceptable to
the Issuing Lender; provided,  however, that (i) the LOC Obligations outstanding
shall  not at any time  exceed  TEN  MILLION  DOLLARS  ($10,000,000)  (the  "LOC
Committed  Amount")  and  (ii)  the sum of the  aggregate  principal  amount  of
outstanding  Tranche A Revolving Loans, plus the aggregate amount of outstanding
LOC Obligations  shall not at any time exceed the Tranche A Revolving  Committed
Amount. No Letter of Credit shall (x) have an original expiry date more than one
year from the date of issuance or (y) as originally issued or as extended,  have
an expiry date  extending  beyond the  Termination  Date.  Each Letter of Credit
shall  comply with the related LOC  Documents.  The issuance and expiry dates of
each Letter of Credit shall each be a Business Day.

         Notice and Reports.  The request for the issuance of a Letter of Credit
shall be  submitted  by the  Borrower to the  Issuing  Lender at least three (3)
Business Days prior to the requested date of issuance.  The Issuing Lender will,
at least quarterly and more frequently upon request,  disseminate to each of the
affected  Tranche A Lenders a detailed  report  specifying the Letters of Credit
which are then issued and  outstanding  and any activity  with  respect  thereto
which may have  occurred  since the date of the most recent  prior  report,  and
including therein, among other things, the beneficiary,  the face amount and the
expiry date, as well as any payments or expirations which may have occurred.

         Participation.  Each  Tranche A Lender,  upon  issuance  of a Letter of
Credit,  shall be deemed to have  purchased  without  recourse  from the Issuing
Lender a  Participation  Interest in such  Letter of Credit and the  obligations
arising  thereunder  and any  collateral  relating  thereto,  in each case in an
amount equal to its Tranche A Revolving Commitment Percentage of the obligations
under  such  Letter  of  Credit  and  shall  absolutely,   unconditionally   and
irrevocably  assume and be obligated to pay to the Issuing  Lender and discharge
when due its  Tranche  A  Revolving  Commitment  Percentage  of the  obligations
arising  under such Letter of Credit.  Without  limiting the scope and nature of
each Tranche A Lender's  Participation  Interest in any Letter of Credit, to the
extent that the Issuing Lender has not been reimbursed as required  hereunder or
under any such  Letter of Credit,  each such  Tranche A Lender  shall pay to the
Issuing   Lender  its  Tranche  A  Revolving   Commitment   Percentage  of  such
unreimbursed  drawing  pursuant to subsection (d) below.  The obligation of each
Tranche A Lender to so  reimburse  the  Issuing  Lender  shall be  absolute  and
unconditional and shall not be affected by the occurrence of a Default, an Event
of Default or any other  occurrence or event. Any such  reimbursement  shall not
relieve or otherwise  impair the  obligation  of the  Borrower to reimburse  the
Issuing Lender under any Letter of Credit, together with interest as hereinafter
provided.

         Reimbursement.  In the event of any drawing under any Letter of Credit,
the Issuing Lender will promptly notify the Borrower.  The Borrower  promises to
reimburse  the Issuing  Lender on the day of drawing  under any Letter of Credit
(either with the proceeds of a Tranche A Revolving  Loan obtained as provided in
subsection (e) below or with funds from other sources) in same day funds. Unless
the  Borrower  shall  immediately  notify the Issuing  Lender that the  Borrower
intends to reimburse  the Issuing  Lender for such drawing from other sources of
funds, the Borrower shall be deemed to have requested that the Tranche A Lenders
make a Tranche A  Revolving  Loan as  provided  in  subsection  (e) below in the
amount of the drawing on the related  Letter of Credit and the  proceeds of such
Loan will be used to  reimburse  the  Issuing  Lender for such  drawing.  If the
Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the
unreimbursed  amount of such  drawing  shall bear  interest  at a per annum rate
equal  to  the  Adjusted  Base  Rate  plus  2%.  The  Borrower's   reimbursement
obligations   hereunder   shall  be  absolute   and   unconditional   under  all
circumstances  irrespective of any rights of setoff,  counterclaim or defense to
payment  the  Borrower  may  claim  or have  against  the  Issuing  Lender,  the
Administrative  Agent,  the Tranche A Lenders,  the beneficiary of the Letter of
Credit  drawn  upon or any other  Person,  including  any  defense  based on any
failure of the Borrower or any other Credit  Party to receive  consideration  or
the legality, validity,  regularity or unenforceability of the Letter of Credit.
The Issuing Lender will promptly notify the other affected  Tranche A Lenders of
the amount of any unreimbursed  drawing and each Tranche A Lender shall promptly
pay to the  Administrative  Agent for the  account  of the  Issuing  Lender,  in
Dollars  and in  immediately  available  funds,  the  amount  of such  Tranche A
Lender's Tranche A Revolving Commitment Percentage of such unreimbursed drawing.
Such payment  shall be made on the day such notice is received by such Tranche A
Lender from the Issuing Lender if such notice is received at or before 2:00 P.M.
(Charlotte,  North Carolina time) and otherwise such payment shall be made at or
before  12:00 Noon  (Charlotte,  North  Carolina  time) on the Business Day next
succeeding  the day such notice is  received.  If such Tranche A Lender does not
pay such amount to the Issuing Lender in full upon such request,  such Tranche A
Lender shall, on demand, pay to the Administrative  Agent for the account of the
Issuing Lender  interest on the unpaid amount during the period from the date of
such drawing until such Tranche A Lender pays such amount to the Issuing  Lender
in full at a rate per annum  equal to, if paid within two (2)  Business  Days of
the date that such  Tranche A Lender is required to make  payment of such amount
pursuant  to the  preceding  sentence,  the  Federal  Funds  Rate  and,  if paid
thereafter,  the Base  Rate.  Each  Tranche A Lender's  obligation  to make such
payment to the Issuing  Lender,  and the right of the Issuing  Lender to receive
the same,  shall be  absolute  and  unconditional,  shall not be affected by any
circumstance whatsoever, shall be satisfied without regard to the termination of
this Amended  Agreement or the Tranche A Revolving  Commitments  hereunder,  the
existence  of a  Default  or  Event  of  Default  or  the  acceleration  of  the
obligations  of the  Borrower  hereunder  and shall be made  without any offset,
abatement,  withholding or reduction whatsoever.  Simultaneously with the making
of each such payment by a Tranche A Lender to the Issuing Lender, such Tranche A
Lender shall,  automatically  and without any further  action on the part of the
Issuing Lender or such Tranche A Lender,  acquire a Participation Interest in an
amount equal to such payment (excluding the portion of such payment constituting
interest owing to the Issuing Lender) in the  unreimbursed  drawn portion of the
related  Letter of Credit,  in the  interest on the LOC  Obligations  in respect
thereof  and the  related  LOC  Documents,  and shall have a claim  against  the
Borrower with respect thereto.

         Repayment  with  Tranche  A  Revolving  Loans.  On any day on which the
Borrower shall have  requested,  or been deemed to have  requested,  a Tranche A
Revolving  Loan  advance to  reimburse a drawing  under a Letter of Credit,  the
Administrative  Agent shall give notice to the affected Tranche A Lenders that a
Tranche A Revolving Loan has been requested or deemed  requested by the Borrower
to be made in connection with a drawing under a Letter of Credit,  in which case
a Tranche A Revolving  Loan advance  comprised of Base Rate Loans (or Eurodollar
Loans to the extent the  Borrower has complied  with the  procedures  of Section
2.2(b)(i) with respect thereto) shall be immediately made to the Borrower by all
Tranche A Lenders  (notwithstanding  any  termination of the Tranche A Revolving
Commitment or the LOC Commitments pursuant to Section 8.2) pro rata based on the
respective Tranche A Revolving  Commitment  Percentages of the Tranche A Lenders
(determined  before giving effect to any  termination of the Tranche A Revolving
Commitment  or the LOC  Commitments  pursuant to Section  8.2) and the  proceeds
thereof  shall be paid  directly to the Issuing  Lender for  application  to the
related LOC Obligations. Each such Tranche A Lender hereby irrevocably agrees to
make its  Tranche A  Revolving  Commitment  Percentage  of each  such  Tranche A
Revolving  Loan  immediately  upon any such  request  or deemed  request  in the
amount,  in the  manner  and on the date  specified  in the  preceding  sentence
notwithstanding (i) the amount of such borrowing may not comply with the minimum
amount for advances of Tranche A Revolving Loans otherwise  required  hereunder,
(ii) whether any conditions  specified in Section 4.2 are then satisfied,  (iii)
whether a Default or an Event of Default then  exists,  (iv) failure of any such
request or deemed  request for a Tranche A Revolving Loan to be made by the time
otherwise required  hereunder,  (v) whether the date of such borrowing is a date
on which Tranche A Revolving Loans are otherwise  permitted to be made hereunder
or (vi)  any  termination  of the  Tranche  A  Revolving  Commitment  or the LOC
Commitments relating thereto immediately prior to or contemporaneously with such
borrowing.  In the event that any Tranche A Revolving Loan cannot for any reason
be made on the date  otherwise  required  above  (including  as a result  of the
commencement  of a  proceeding  under the  Bankruptcy  Code with  respect to the
Borrower or any other  Credit  Party),  then each such  Tranche A Lender  hereby
agrees that it shall  forthwith  purchase (as of the date such  borrowing  would
otherwise  have  occurred,  but  adjusted  for any  payments  received  from the
Borrower  on or after  such date and prior to such  purchase)  from the  Issuing
Lender such Participation  Interests in the outstanding LOC Obligations as shall
be  necessary  to  cause  each  such  Tranche  A  Lender  to  share  in such LOC
Obligations  ratably based upon the  respective  Tranche A Revolving  Commitment
Percentages  of the Tranche A Lenders  (determined  before  giving effect to any
termination  of the  Tranche  A  Revolving  Commitment  or the  LOC  Commitments
pursuant  to  Section   8.2),   provided  that  at  the  time  any  purchase  of
Participation  Interests  pursuant  to  this  sentence  is  actually  made,  the
purchasing  Tranche A Lender shall be required to pay to the Issuing Lender,  to
the extent not paid to the Issuing Lender by the Borrower in accordance with the
terms of subsection (d) above, interest on the principal amount of Participation
Interests  purchased  for each day from and  including  the day upon  which such
borrowing would otherwise have occurred to but excluding the date of payment for
such  Participation  Interests,  at the rate  equal to, if paid  within  two (2)
Business  Days of the date as which the  Tranche A  Revolving  Loan  advance was
required, the Federal Funds Rate, and, if paid thereafter, the Base Rate.

         Designation  of  Subsidiaries  as  Account   Parties.   Notwithstanding
anything to the contrary set forth in this Amended Agreement,  including Section
2.3(a),  a Letter of Credit  issued  hereunder  may contain a  statement  to the
effect that such Letter of Credit is issued for the account of a  Subsidiary  of
the Borrower,  provided that notwithstanding such statement,  the Borrower shall
be the actual account party for all purposes of this Amended  Agreement for such
Letter  of  Credit  and  such   statement   shall  not  affect  the   Borrower's
reimbursement obligations hereunder with respect to such Letter of Credit.

         Renewal,  Extension.  The renewal or  extension of any Letter of Credit
shall, for purposes hereof,  be treated in all respects the same as the issuance
of a new Letter of Credit hereunder.

         Uniform Customs and Practices.  The Issuing Lender may have the Letters
of Credit be  subject to The  Uniform  Customs  and  Practices  for  Documentary
Credits,  as published as of the date of issue by the  International  Chamber of
Commerce  (the  "UCP"),  in which case the UCP may be  incorporated  therein and
deemed in all respects to be a part thereof.

         (i)  Indemnification; Nature of Issuing Lender's Duties.
              ---------------------------------------------------

                  (i) In addition to its other  obligations  under this  Section
2.3, the Borrower  hereby  agrees to pay, and protect,  indemnify  and save each
Tranche  A  Lender  harmless  from and  against,  any and all  claims,  demands,
liabilities,  damages, losses, costs, charges and expenses (including reasonable
attorneys'  fees)  that such  Tranche A Lender  may incur or be  subject to as a
consequence,  direct or indirect, of (A) the issuance of any Letter of Credit or
(B) the  failure of such  Tranche A Lender to honor a drawing  under a Letter of
Credit as a result of any act or omission,  whether rightful or wrongful, of any
present or future de jure or de facto government or governmental  authority (all
such acts or omissions, herein called "Government Acts").

                  (ii) As  between  the  Borrower  and  the  Tranche  A  Lenders
(including the Issuing Lender), the Borrower shall assume all risks of the acts,
omissions  or misuse of any  Letter of  Credit by the  beneficiary  thereof.  No
Tranche A Lender  (including the Issuing Lender) shall be  responsible:  (A) for
the form, validity,  sufficiency,  accuracy,  genuineness or legal effect of any
document  submitted  by any party in  connection  with the  application  for and
issuance  of any Letter of Credit,  even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) for
the  validity or  sufficiency  of any  instrument  transferring  or assigning or
purporting  to transfer or assign any Letter of Credit or the rights or benefits
thereunder  or  proceeds  thereof,  in whole or in  part,  that may  prove to be
invalid or ineffective for any reason; (C) for errors, omissions,  interruptions
or  delays  in  transmission  or  delivery  of any  messages,  by  mail,  cable,
telegraph, telex or otherwise,  whether or not they be written; (D) for any loss
or delay in the  transmission or otherwise of any document  required in order to
make a drawing under a Letter of Credit or of the proceeds thereof;  and (E) for
any  consequences  arising  from  causes  beyond the  control of such  Tranche A
Lender,  including any Government Acts. None of the above shall affect,  impair,
or prevent the vesting of the Issuing Lender's rights or powers hereunder.

                  (iii) In  furtherance  and not in  limitation  of the specific
provisions  hereinabove set forth,  any action taken or omitted by any Tranche A
Lender  (including the Issuing Lender) under or in connection with any Letter of
Credit or the related certificates, if taken or omitted in good faith, shall not
put such Tranche A Lender under any  resulting  liability to the Borrower or any
other  Credit  Party.  It is the  intention  of the  parties  that this  Amended
Agreement shall be construed and applied to protect and indemnify each Tranche A
Lender  (including the Issuing Lender) against any and all risks involved in the
issuance of the Letters of Credit,  all of which risks are hereby assumed by the
Borrower (on behalf of itself and each of the other Credit  Parties),  including
any and all Government Acts. No Tranche A Lender  (including the Issuing Lender)
shall,  in any way, be liable for any failure by such Tranche A Lender or anyone
else to pay any drawing under any Letter of Credit as a result of any Government
Acts or any other cause beyond the control of such Tranche A Lender.

                  (iv) Nothing in this  subsection  (i) is intended to limit the
reimbursement  obligations of the Borrower contained in subsection (d) above. No
act or omission of any current or prior  beneficiary of a Letter of Credit shall
in any way affect or impair the rights of the Tranche A Lenders  (including  the
Issuing  Lender) to  enforce  any right,  power or  benefit  under this  Amended
Agreement.

                  (v) Notwithstanding anything to the contrary contained in this
subsection (i), the Borrower shall have no obligation to indemnify any Tranche A
Lender  (including the Issuing  Lender) in respect of any liability  incurred by
such Tranche A Lender (A) arising solely out of the gross  negligence or willful
misconduct  of such  Tranche A Lender,  as  determined  by a court of  competent
jurisdiction,  or (B) caused by such Tranche A Lender's failure to pay under any
Letter of Credit after  presentation to it of a request strictly  complying with
the terms and  conditions of such Letter of Credit,  as determined by a court of
competent   jurisdiction,   unless  such  payment  is  prohibited  by  any  law,
regulation,  court  order or  decree or such  failure  to pay is a result of any
Government Act.

         Responsibility of Issuing Lender. It is expressly understood and agreed
that the  obligations of the Issuing  Lender  hereunder to the Tranche A Lenders
are only  those  expressly  set  forth in this  Amended  Agreement  and that the
Issuing  Lender shall be entitled to assume that the  conditions  precedent  set
forth in Section 4.2 have been  satisfied  unless it shall have acquired  actual
knowledge that any such condition  precedent has not been  satisfied;  provided,
however, that nothing set forth in this Section 2.3 shall be deemed to prejudice
the right of any Tranche A Lender to recover from the Issuing Lender any amounts
made available by such Tranche A Lender to the Issuing  Lender  pursuant to this
Section  2.3  in the  event  that  it is  determined  by a  court  of  competent
jurisdiction  that the payment  with  respect to a Letter of Credit  constituted
gross negligence or willful misconduct on the part of the Issuing Lender.

         Conflict with LOC Documents.  In the event of any conflict between this
Amended  Agreement  and  any  LOC  Document  (including  any  letter  of  credit
application), this Amended Agreement shall control.

         Cash Collateral. In the event that the Borrower is required pursuant to
the  terms of this  Amended  Agreement  or any  other  Credit  Document  to cash
collateralize any LOC Obligations, the Borrower shall deposit in an account with
the  Administrative  Agent  an  amount  in  cash  equal  to  100%  of  such  LOC
Obligations.  Such  deposit  shall  be  held  by  the  Administrative  Agent  as
collateral  for  the  payment  and  performance  of  the  LOC  Obligations.  The
Administrative  Agent shall have exclusive  dominion and control,  including the
exclusive right of withdrawal, over such account. The Administrative Agent will,
at the request of the Borrower, invest amounts deposited in such account in Cash
Equivalents;  provided,  however,  that (i) amounts deposited in such account in
connection  with any  prepayment of  Eurodollar  Loans shall be invested in Cash
Equivalents that mature prior to the last day of the applicable Interest Periods
of the Eurodollar Loans to be prepaid,  (ii) the Administrative  Agent shall not
be required to make any investment that, in its sole judgment,  would require or
cause the  Administrative  Agent to be in, or would result in any,  violation of
any law,  statute,  rule or  regulation,  (iii) such Cash  Equivalents  shall be
subjected  to a first  priority  perfected  security  interest  in  favor of the
Administrative  Agent and (iv) if an Event of Default shall have occurred and be
continuing,  the  selection  of  such  Cash  Equivalents  shall  be in the  sole
discretion  of the  Administrative  Agent.  The  Borrower  shall  indemnify  the
Administrative  Agent  for  any  losses  relating  to such  investments  in Cash
Equivalents. Other than any interest or profits earned on such investments, such
deposits  shall  not  bear  interest.  Interest  or  profits,  if  any,  on such
investments  shall  accumulate in such account.  Moneys in such account shall be
applied by the Administrative  Agent to reimburse the Issuing Lender immediately
for drawings  under Letters of Credit and, if the maturity of the Loans has been
accelerated,  to satisfy  the LOC  Obligations.  If the  Borrower is required to
provide  an  amount  of cash  collateral  hereunder  as a result  of an Event of
Default,  such amount (to the extent not applied as aforesaid) shall be returned
to the Borrower within three Business Days after all Events of Default have been
cured or  waived.  If the  Borrower  is  required  to  provide an amount of cash
collateral  hereunder pursuant to Section 3.3(b)(i),  such amount (to the extent
not  applied as  aforesaid)  shall be  returned  to the  Borrower  upon  demand;
provided that, after giving effect to such return,  (i) the sum of the aggregate
amount of outstanding LOC  Obligations,  plus the aggregate  principal amount of
outstanding  Tranche A Revolving Loans would not exceed the aggregate  Tranche A
Revolving  Committed  Amount and (ii) no Default or Event of Default  shall have
occurred and be continuing.  If the Borrower is required to deposit an amount of
cash collateral hereunder pursuant to Section 3.3(b)(iii), (iv) or (v), interest
or profits thereon (to the extent not applied as aforesaid) shall be returned to
the  Borrower  after the full  amount of such  deposit  has been  applied by the
Administrative  Agent to reimburse the Issuing Lender for drawings under Letters
of Credit. The Borrower hereby pledges and assigns to the Administrative  Agent,
for its benefit and the  benefit of the Tranche A Lenders,  the cash  collateral
account  established  hereunder (and all monies and investments held therein) to
secure the Credit Obligations.

         2.4  Tranche B Revolving Loans.

         Tranche B  Revolving  Commitment.  Subject to the terms and  conditions
hereof and in reliance upon the representations and warranties set forth herein,
each Tranche B Lender  severally  agrees to make  available to the Borrower such
Tranche B Lender's Tranche B Revolving Commitment Percentage of revolving credit
loans  requested by the Borrower in Dollars  ("Tranche B Revolving  Loans") from
time to time from the Effective Date until the Termination Date, or such earlier
date as the  Tranche B  Revolving  Commitments  shall  have been  terminated  as
provided herein for the purposes hereinafter set forth; provided,  however, that
the sum of the aggregate  principal  amount of  outstanding  Tranche B Revolving
Loans shall not at any time exceed FIFTEEN  MILLION  DOLLARS  ($15,000,000)  (as
such  aggregate  maximum  amount may be reduced from time to time as provided in
Section 3.4, the "Tranche B Revolving Committed Amount") provided,  however, the
Tranche B Lenders'  Tranche B Revolving  Committed Amount shall not be available
for borrowing  unless all amounts under the Tranche A Revolving  Loans have been
borrowed in full and are  outstanding;  provided,  further,  with regard to each
Tranche B Lender individually,  that such Tranche B Lender's outstanding Tranche
B Revolving Loans shall not at any time exceed such Tranche B Lender's Tranche B
Revolving  Commitment  Percentage of the Tranche B Revolving  Committed  Amount.
Tranche B Revolving Loans may consist of Base Rate Loans or Eurodollar Loans, or
a  combination  thereof,  as the  Borrower  may  request,  and may be repaid and
reborrowed in accordance with the provisions hereof; provided, however, that the
Tranche B Revolving Loans  outstanding at any time shall consist of no more than
four (4) separate  Eurodollar Loans. For purposes hereof,  Eurodollar Loans with
different  Interest  Periods shall be considered as separate  Eurodollar  Loans,
even if they begin on the same date,  although  borrowings of  Eurodollar  Loans
may, in accordance with the provisions hereof, be combined through extensions or
conversions at the end of existing  Interest  Periods to constitute a single new
Eurodollar  Loan  with the same  Interest  Period.  Tranche  B  Revolving  Loans
hereunder may be repaid and reborrowed in accordance with the provisions hereof.

         (b)  Tranche B Revolving Loan Borrowings.

                  (i) Notice of Borrowing.  The Borrower shall request a Tranche
B Revolving  Loan  borrowing by written  notice (or  telephone  notice  promptly
confirmed  in  writing)  to the  Administrative  Agent not later than 11:00 A.M.
(Charlotte,  North  Carolina  time) on the Business Day prior to the date of the
requested  borrowing  in the case of  Eurodollar  Loans.  Each such  request for
borrowing  shall be irrevocable  and shall specify (A) the date of the requested
borrowing  (which  shall be a  Business  Day),  (B) that all  amounts  under the
Tranche  A  Revolving  Loans  have  been  borrowed  in full and no  amounts  are
available for the borrowing thereunder, (C) the aggregate principal amount to be
borrowed  and (D) whether the  borrowing  shall be comprised of Base Rate Loans,
Eurodollar  Loans  or  a  combination  thereof,  and  if  Eurodollar  Loans  are
requested,  the  Interest  Period(s)  therefor.  If the  Borrower  shall fail to
specify in any such Notice of Borrowing (I) an applicable Interest Period in the
case of a Eurodollar  Loan, then such notice shall be deemed to be a request for
an  Interest  Period of one more or (II) the Type of  Tranche B  Revolving  Loan
requested, then such notice shall be deemed to be a request for a Base Rate Loan
hereunder.  Promptly  upon receipt of each Notice of Borrowing  pursuant to this
Section 2.4(b)(i), the Administrative Agent shall notify each affected Tranche B
Lender of the  contents  thereof and each such  Tranche B Lender's  share of any
borrowing to be made pursuant thereto.

                  (ii) Minimum  Amounts.  Each Eurodollar Loan or Base Rate Loan
that  comprises  part of the  Tranche B  Revolving  Loans  shall be in a minimum
aggregate principal amount (for the applicable Tranche B Lenders,  collectively)
of $1,000,000 and integral  multiples of $500,000 in excess thereof (or the then
remaining amount of the Tranche B Revolving Committed Amount, if less).

                  (iii) Advances.  Each Tranche B Lender will make its Tranche B
Revolving  Commitment  Percentage  of each  Tranche B Revolving  Loan  borrowing
available  to the  Administrative  Agent for the account of the  Borrower at the
office of the Administrative  Agent specified in Schedule 1.1C, or in such other
manner  as the  Administrative  Agent may  designate  in  writing,  by 1:00 P.M.
(Charlotte,  North Carolina time) on the date specified in the applicable Notice
of Borrowing in Dollars and in funds immediately available to the Administrative
Agent.  Such  borrowing  will  then be made  available  to the  Borrower  by the
Administrative  Agent by  crediting  the account of the Borrower on the books of
such  office  with  the   aggregate  of  the  amounts  made   available  to  the
Administrative  Agent by the  Tranche B Lenders and in like funds as received by
the Administrative Agent.

         Repayment.  The principal amount of all Tranche B Revolving Loans shall
be due and payable in full on the Termination  Date, unless  accelerated  sooner
pursuant to Section 8.2.

         Interest.  Subject to the provisions of Section 3.1:
         --------

                  (i)  Base  Rate  Loans.  During  such  periods  as  Tranche  B
Revolving Loans shall be comprised in whole or in part of Base Rate Loans,  such
Base Rate Loans shall bear  interest  at a per annum rate equal to the  Adjusted
Base Rate.

                  (ii)  Eurodollar  Loans.  During  such  periods  as  Tranche B
Revolving Loan shall be comprised in whole or in part of Eurodollar  Loans, such
Eurodollar  Loans shall bear  interest at a per annum rate equal to the Adjusted
Eurodollar Rate.

                  (iii) Pricing Periods.  Each Level I Pricing Period,  Level II
Pricing  Period,  Level III Pricing  Period or Level IV Pricing  Period  (each a
"Pricing Period") shall commence on (and include) the date that is the first day
of the third month  following the end of each fiscal quarter of the Borrower and
shall  terminate on the day before the  beginning  of the next  Pricing  Period.
Notwithstanding  the foregoing,  in the event the Borrower has failed to deliver
any Required  Financial  Information  when due in accordance with Section 6.1, a
Level IV  Pricing  Period  shall be deemed to be in effect  beginning  as of the
first day of the third month  following the end of the fiscal  quarter for which
any Required  Financial  Information was not timely  delivered and such Level IV
Pricing Period shall remain  effective  until a fiscal quarter in which Borrower
has delivered the Required  Financial  Information  when due in accordance  with
Section 6.1,  and then the  applicable  Pricing  Period as  determined  pursuant
hereto  with  reference  to the  Required  Financial  Information  shall  become
effective on the date  determined in accordance  with the first sentence of this
clause (iii) above.

Interest  on  Tranche B  Revolving  Loans  shall be  payable  in arrears on each
applicable  Interest  Payment  Date (and at such other times as may be specified
herein).

         Tranche B Revolving  Notes.  The Tranche B Revolving Loans made by each
Tranche B Lender shall be evidenced by a duly  executed  promissory  note of the
Borrower to such Tranche B Lender in substantially the form of Exhibit K-2 nd in
a  principal  amount  equal to such  Tranche  B  Lender's  Tranche  B  Revolving
Commitment Percentage of the Tranche B Revolving Committed Amount.

                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

         Default Rate. Upon the occurrence,  and during the  continuance,  of an
Event of Default, the principal of and, to the extent permitted by law, interest
on the Loans and any other  amounts  owing  hereunder  or under the other Credit
Documents shall bear interest,  payable on demand,  at a per annum rate equal to
(a) in the case of  principal  of any  Loan,  the rate  applicable  to such Loan
during  such  period  pursuant  to  Section  2, plus  2.00%,  (b) in the case of
interest on any Loan, the Adjusted Base Rate during such period,  plus 2.00% and
(c) in the case of any other amount,  the Adjusted Base Rate for Revolving Loans
during such period, plus 2.00%.

         Extension  and  Conversion.  Subject to the terms of Section  4.2,  the
Borrower  shall have the option,  on any Business Day, to extend  existing Loans
into a  subsequent  permissible  Interest  Period or to convert,  subject to the
restrictions  with respect to Tranche B Loans contained in Section 2, Loans into
Loans of another type;  provided,  however,  that (i) except pursuant to Section
3.8, Eurodollar Loans may be converted into Base Rate Loans only on the last day
of  the  Interest  Period  applicable  thereto,  (ii)  Eurodollar  Loans  may be
extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no
Default  or  Event of  Default  is in  existence  on the  date of  extension  or
conversion,  (iii) Loans extended as, or converted into,  Eurodollar Loans shall
be subject to the terms of the  definition  of  "Interest  Period"  set forth in
Section  1.1 and  shall  be in such  minimum  amounts  as  provided  in  Section
2.2(b)(ii) or section  2.4(b)(ii),  as the case may be, (iv) the total number of
Eurodollar  Loans  outstanding  at any time shall be no greater than the maximum
number  provided in Section  2.2(a) and Section  2.4(a),  as the case may be (it
being  understood  that, for purposes  hereof,  Eurodollar  Loans with different
Interest Periods shall be considered as separate  Eurodollar Loans, even if they
begin  on the  same  date,  although  borrowings  may,  in  accordance  with the
provisions  hereof, be combined through  extensions or conversions at the end of
existing  Interest  Periods to constitute a single new Eurodollar  Loan with the
same  Interest  Period) and (v) any request for  extension  or  conversion  of a
Eurodollar  Loan which shall fail to specify an Interest  Period shall be deemed
to be a request  for an Interest  Period of one month.  Each such  extension  or
conversion   shall  be  effected   by  the   Borrower  by  giving  a  Notice  of
Extension/Conversion (or telephonic notice promptly confirmed in writing) to the
office of the Administrative  Agent specified in Schedule 1.1C, or at such other
office as the Administrative Agent may designate in writing, prior to 11:00 A.M.
(Charlotte,  North  Carolina  time) on the  Business  Day of, in the case of the
conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business
Day  prior  to,  in the  case of the  extension  of a  Eurodollar  Loan  as,  or
conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed
extension  or  conversion,  specifying  the date of the  proposed  extension  or
conversion,  the Loans to be so extended or  converted,  the types of Loans into
which  such  Loans are to be  converted  and,  if  appropriate,  the  applicable
Interest Periods with respect thereto.  Each request for extension or conversion
shall be irrevocable and shall constitute a  representation  and warranty by the
Borrower of the matters  specified in subsections  (b), (c), (d), (e) and (f) of
Section  4.2.  In the  event the  Borrower  fails to  request  an  extension  or
conversion of any  Eurodollar  Loan in  accordance  with this Section 3.2 or any
such  requested  conversion  or  extension  is not  permitted  by  this  Amended
Agreement,  then such  Eurodollar Loan shall be  automatically  converted into a
Base  Rate  Loan at the  end of the  Interest  Period  applicable  thereto.  The
Administrative  Agent  shall give each  affected  Lender  notice as  promptly as
practicable  of any such  proposed  extension or  conversion  of any Loan.  Each
extension or conversion shall be effected by each Lender and the  Administrative
Agent by  recording  for the  account of such Lender the new Loan of such Lender
resulting  from such  extension or conversion  and reducing the Loan (or portion
thereof) of such Lender being  extended or converted by an equivalent  principal
amount.  Accrued  interest  on a Loan (or  portion  thereof)  being  extended or
converted  shall be paid by the  Borrower (A) with respect to any Base Rate Loan
being  converted  to a  Eurodollar  Loan,  on the last day of the  first  fiscal
quarter  of the  Borrower  ending  on or after  the date of  conversion  and (B)
otherwise, on the date of extension or conversion.

         3.3  Prepayments.

         Voluntary  Prepayments.  The  Borrower  shall  have the right to prepay
Loans  in whole  or in part  from  time to time,  subject  to  Section  3.11 but
otherwise without premium or penalty;  provided,  however, that (i) each partial
prepayment of Loans shall be in a minimum  principal  amount of  $1,000,000  and
integral  multiples of $500,000 in excess  thereof and (ii) the  Borrower  shall
have given  prior  written or  telecopy  notice (or  telephone  notice  promptly
confirmed by written or telecopy  notice) to the  Administrative  Agent,  in the
case of any Revolving Loan which is a Base Rate Loan, by 11:00 A.M.  (Charlotte,
North Carolina  time),  on the date of prepayment  and, in the case of any other
Loan,  by 10:00  A.M.  (Charlotte,  North  Carolina  time),  at least  three (3)
Business Days prior to the date of prepayment.  Each notice of prepayment  shall
specify the  prepayment  date, the principal  amount to be prepaid,  whether the
Loan to be prepaid is a Eurodollar  Loan or Base Rate Loan and, in the case of a
Eurodollar  Loan,  the Interest  Period of such Loan.  Each notice of prepayment
shall be  irrevocable  and shall  commit the Borrower to prepay such Loan by the
amount stated therein on the date stated  therein.  All  prepayments  under this
Section  3.3(a) shall be subject to Section  3.11.  All  prepayments  under this
Section 3.3(a) shall be accompanied by accrued  interest on the principal amount
being prepaid to the date of payment.

         (b)  Mandatory Prepayments.

                  (i) Tranche A Revolving  Committed Amount. If at any time, the
sum of the aggregate  principal amount of outstanding Tranche A Revolving Loans,
plus the aggregate  amount of the outstanding  LOC Obligations  shall exceed the
Tranche A Revolving  Committed  Amount at such time,  the  Borrower  immediately
shall prepay the Tranche A Revolving Loans and/or cash  collateralize or pay the
LOC Obligations, in an aggregate amount sufficient to eliminate such excess.

                  (ii) Tranche B Revolving Committed Amount. If at any time, the
sum of the aggregate  principal amount of outstanding  Tranche B Revolving Loans
shall exceed the Tranche B Revolving Committed Amount at such time, the Borrower
immediately  shall prepay the Tranche B Revolving  Loans, in an aggregate amount
sufficient to eliminate such excess.

                  (iii)  Asset  Dispositions.  Immediately  upon  receipt by any
Consolidated  Party of  proceeds  from any  Asset  Disposition  (other  than any
Excluded  Asset  Disposition)  the  Borrower  shall prepay the Loans and/or cash
collateralize or pay the LOC Obligations in an aggregate amount equal to 100% of
the Net Cash Proceeds of such Asset  Disposition or 100% of the proceeds of such
reduction, as applicable.

                  (iv)  Debt   Issuances.   Immediately   upon  receipt  by  any
Consolidated  Party of proceeds from any Debt Issuance  (other than any Excluded
Debt  Issuance),  the Borrower shall prepay the Loans and/or cash  collateralize
the LOC  Obligations  in an  aggregate  amount  equal  to  100% of the Net  Cash
Proceeds of such Debt Issuance.

                  (v)  Issuances  of  Equity.  Immediately  upon  receipt by any
Consolidated Party of proceeds from any Equity Issuance (other than any Excluded
Equity Issuance),  the Borrower shall prepay the Loans and/or cash collateralize
the LOC Obligations  pursuant to Section 2.3(l) in an aggregate  amount equal to
100% of the Net Cash Proceeds of such Equity Issuance.

                  (vi)  Application  of  Mandatory   Prepayments.   All  amounts
required to be paid pursuant to this Section 3.3(b) shall be applied as follows

                           (A) with  respect to all  amounts  paid  pursuant  to
Section  3.3(b)(i),  first to  Tranche  A  Revolving  Loans  and  second to cash
collateralize LOC Obligations;

                           (B) with  respect to all  amounts  paid  pursuant  to
Section 3.3(b)(ii), to Tranche B Revolving Loans; and

                           (C) with  respect to all  amounts  paid  pursuant  to
Section  3.3(b)(iii),  (iv) or (v), (1)first pro rata to the Tranche A Revolving
Loans (with a  corresponding  reduction  in the  Tranche A  Revolving  Committed
Amount) and the Tranche B Revolving Loans (with a corresponding reduction in the
Tranche B Revolving Committed Amount),  and (2) second to cash collateralize LOC
Obligations.

                  (vii) Prepayment  Accounts.  Amounts to be applied as provided
in  subsection  (v) above to the  prepayment  of Loans shall be applied first to
reduce  outstanding  Base Rate  Loans.  Any  amounts  remaining  after each such
application  shall,  at the  option  of  the  Borrower,  be  applied  to  prepay
Eurodollar Loans immediately and/or shall be deposited in a separate  Prepayment
Account  (as  defined  below).  The  Administrative  Agent  shall apply any cash
deposited  in the  Prepayment  Account for any  Eurodollar  Loans to prepay such
Loans on the last day of their respective Interest Periods (or, at the direction
of the Borrower,  on any earlier date) until all  outstanding  Eurodollar  Loans
have been prepaid or until all the allocable  cash on deposit in the  Prepayment
Account  for such  Loans  has  been  exhausted.  For  purposes  of this  Amended
Agreement,  the term "Prepayment Account" for any Eurodollar Loans shall mean an
account established by the Borrower with the Administrative Agent and over which
the Administrative  Agent shall have exclusive  dominion and control,  including
the  exclusive  right of withdrawal  for  application  in  accordance  with this
subsection.  The  Administrative  Agent will,  at the  request of the  Borrower,
invest amounts on deposit in the Prepayment  Account for any Eurodollar Loans in
Cash  Equivalents  that mature prior to the last day of the applicable  Interest
Periods of  Eurodollar  Loans to be  prepaid;  provided,  however,  that (i) the
Administrative  Agent shall not be required to make any investment  that, in its
sole  judgment,  would  require or cause the  Administrative  Agent to be in, or
would result in any,  violation of any law,  statute,  rule or regulation,  (ii)
such Cash Equivalents shall be subjected to a first priority  perfected security
interest in favor of the  Administrative  Agent and (iii) if an Event of Default
shall have occurred and be  continuing,  the selection of such Cash  Equivalents
shall be in the sole discretion of the Administrative  Agent. The Borrower shall
indemnify the  Administrative  Agent for any losses relating to such investments
in Cash Equivalents so that the amount  available to prepay  Eurodollar Loans on
the last day of the applicable Interest Periods is not less than the amount that
would have been available had no investments been made pursuant  thereto.  Other
than any interest or profits earned on such investments, the Prepayment Accounts
shall not bear interest.  Interest or profits, if any, on the investments in any
Prepayment Account shall accumulate in such Prepayment  Account. If the maturity
of the Loans has been  accelerated  pursuant to Section 8.2, the  Administrative
Agent  may,  in its  sole  discretion,  apply  all  amounts  on  deposit  in the
Prepayment  Account  for any  Eurodollar  Loans  to  satisfy  any of the  Credit
Obligations  related to such Loans.  The Borrower  hereby pledges and assigns to
the Administrative  Agent, for its benefit and the benefit of the Lenders,  each
Prepayment Account established hereunder to secure the Credit Obligations.

                  (viii) Notice.  The Borrower shall give to the  Administrative
Agent and the Lenders at least five (5) Business Days' prior written or telecopy
notice  of each and every  event or  occurrence  requiring  a  prepayment  under
Section  3.3(b)(ii),  (iii) or (iv),  including  the amount of Net Cash Proceeds
expected to be received  therefrom and the expected  schedule for receiving such
proceeds; provided, however, that in the case of any prepayment event consisting
of a Casualty or  Condemnation,  the Borrower shall give such notice within five
(5) Business Days after the occurrence of such event.

         3.4  Termination and Reduction of Commitments.

         Tranche A  Voluntary  Reductions.  The  Borrower  may from time to time
permanently  reduce or  terminate  the Tranche A Revolving  Committed  Amount in
whole or in part (in  minimum  aggregate  amounts of  $1,000,000  or in integral
multiples of $500,000 in excess thereof (or, if less, the full remaining  amount
of the then  applicable  Tranche A Revolving  Committed  Amount))  upon five (5)
Business  Days' prior written or telecopy  notice to the  Administrative  Agent;
provided,  however,  no such  termination or reduction shall be made which would
cause the sum at any time of (i) the aggregate  principal  amount of outstanding
Tranche A Revolving  Loans,  plus (ii) the aggregate  amount of outstanding  LOC
Obligations to exceed the Tranche A Revolving  Committed Amount as so terminated
or reduced, unless, concurrently with such termination or reduction, the Tranche
A Revolving Loans are repaid (and, after the Tranche A Revolving Loans have been
paid in  full,  the LOC  Obligations  are  cash  collateralized)  to the  extent
necessary to eliminate  such excess.  The  Administrative  Agent shall  promptly
notify each affected Tranche A Lender of the receipt by the Administrative Agent
of any notice from the Borrower pursuant to this Section 3.4(a).

         Tranche B  Voluntary  Reductions.  The  Borrower  may from time to time
permanently  reduce or  terminate  the Tranche B Revolving  Committed  Amount in
whole or in part (in  minimum  aggregate  amounts of  $1,000,000  or in integral
multiples of $500,000 in excess thereof (or, if less, the full remaining  amount
of the then  applicable  Tranche B Revolving  Committed  Amount))  upon five (5)
Business  Days' prior written or telecopy  notice to the  Administrative  Agent;
provided,  however,  no such  termination or reduction shall be made which would
cause the aggregate principal amount of outstanding Tranche B Revolving Loans to
exceed the Tranche B Revolving  Committed  Amount as so  terminated  or reduced,
unless, concurrently with such termination or reduction, the Tranche B Revolving
Loans  are  repaid  to the  extent  necessary  to  eliminate  such  excess.  The
Administrative Agent shall promptly notify each affected Tranche B Lender of the
receipt by the Administrative  Agent of any notice from the Borrower pursuant to
this Section 3.4(b).

         (c)  Mandatory Reductions.

                  (i) On any  date  that  any  Tranche  A  Revolving  Loans  are
required  to  be  prepaid  and/or  LOC  Obligations  are  required  to  be  cash
collateralized  pursuant  to the terms of Section  3.3(b)(iii),  (iv) or (v) (or
would be so required if any Tranche A Revolving  Loans, or LOC Obligations  were
outstanding),  the Tranche A Revolving  Committed  Amount shall be automatically
and  permanently  reduced by the total amount of such required  prepayments  and
cash collateral (and, in the event that the amount of any payment referred to in
Section  3.3(b)(iii),  (iv) or (v) which is  allocable to the  Revolving  Credit
Facility  Obligations  exceeds the amount of all  outstanding  Revolving  Credit
Facility Obligations,  the Tranche A Revolving Committed Amount shall be further
reduced by 100% of such excess).

                  (ii) On any date  that  any  Tranche  B  Revolving  Loans  are
required to be prepaid pursuant to the terms of Section 3.3(b)(iii), (iv) or (v)
(or would be so required if any Tranche B Revolving Loans were outstanding), the
Tranche B Revolving  Committed  Amount shall be  automatically  and  permanently
reduced by the total amount of such required prepayments (and, in the event that
the amount of any payment referred to in Section 3.3(b)(iii),  (iv) or (v) which
is allocable to the Revolving Credit Facility  Obligations exceeds the amount of
all outstanding Revolving Credit Facility  Obligations,  the Tranche B Revolving
Committed Amount shall be further reduced by 100% of such excess).

         Termination.  The  Tranche A  Revolving  Commitments  of the  Tranche A
Lenders,  the Tranche B Revolving  Commitments  of the Tranche B Lenders and the
LOC  Commitment  of the Issuing  Lender  shall  automatically  terminate  on the
Termination Date.

         (e)  General.

                  (i) The Borrower shall pay to the Administrative Agent for the
account of the Tranche A Lenders in accordance with the terms of Section 3.5(a),
on the  date of  each  termination  or  reduction  of the  Tranche  A  Revolving
Committed Amount,  the Tranche A Commitment Fee accrued through the date of such
termination  or  reduction  on the amount of the Tranche A  Revolving  Committed
Amount so terminated or reduced.

                  (ii) The Borrower  shall pay to the  Administrative  Agent for
the  account of the  Tranche B Lenders in  accordance  with the terms of Section
3.5(b),  on the date of each termination or reduction of the Tranche B Revolving
Committed Amount,  the Tranche B Commitment Fee accrued through the date of such
termination  or  reduction  on the amount of the Tranche B  Revolving  Committed
Amount so terminated or reduced.

         3.5  Fees.

         Tranche A Commitment Fee. In  consideration  of the Tranche A Revolving
Commitments of the Tranche A Lenders  hereunder,  the Borrower  agrees to pay to
the  Administrative  Agent for the  account of each  Tranche A Lender a fee (the
"Tranche  A  Commitment  Fee") on such  Tranche A Lender's  Tranche A  Revolving
Commitment  Percentage  of the  Unused  Tranche A  Revolving  Committed  Amount,
computed  at a per  annum  rate for each day  during  the  applicable  Tranche A
Commitment  Fee  Calculation  Period  at a rate  equal to 0.50%.  The  Tranche A
Commitment  Fee shall  commence to accrue on the Effective Date and shall be due
and payable in arrears on the last business day of each March,  June,  September
and  December  (and any date that the  Tranche A Revolving  Committed  Amount is
reduced as provided in Section  3.4(a) or (c)(i) and the  Termination  Date) for
the  immediately  preceding  quarter or portion  thereof  (each such  quarter or
portion  thereof  being  herein  referred  to as a  "Tranche  A  Commitment  Fee
Calculation Period"),  beginning with the first of such dates to occur after the
Effective Date.

         Tranche B Commitment Fee. In  consideration  of the Tranche B Revolving
Commitments of the Tranche B Lenders  hereunder,  the Borrower  agrees to pay to
the  Administrative  Agent for the  account of each  Tranche B Lender a fee (the
"Tranche  B  Commitment  Fee") on such  Tranche B Lender's  Tranche B  Revolving
Commitment  Percentage  of the  Unused  Tranche B  Revolving  Committed  Amount,
computed  at a per  annum  rate for each day  during  the  applicable  Tranche B
Commitment  Fee  Calculation  Period  at a rate  equal to 0.50%.  The  Tranche B
Commitment  Fee shall  commence to accrue on the Effective Date and shall be due
and payable in arrears on the last business day of each March,  June,  September
and  December  (and any date that the  Tranche B Revolving  Committed  Amount is
reduced as provided in Section 3.4(b) or (c)(ii) and the  Termination  Date) for
the  immediately  preceding  quarter or portion  thereof  (each such  quarter or
portion  thereof  being  herein  referred  to as a  "Tranche  B  Commitment  Fee
Calculation Period"),  beginning with the first of such dates to occur after the
Effective Date.

         (c)  Letter of Credit Fees.

                  (i) Standby Letter of Credit Issuance Fee. In consideration of
the issuance of standby Letters of Credit  hereunder,  the Borrower  promises to
pay to the  Administrative  Agent for the account of each Tranche A Lender a fee
(the  "Standby  Letter of Credit  Fee") on such  Tranche  A  Lender's  Tranche A
Revolving Commitment Percentage of the average daily maximum amount available to
be drawn under each such standby  Letter of Credit  computed at a per annum rate
for each day from the date of issuance to the date of expiration equal to 2.00%.
The  Standby  Letter of Credit Fee will be payable  quarterly  in arrears on the
last  Business  Day  of  each  March,  June,  September  and  December  for  the
immediately preceding quarter (or portion thereof),  beginning with the first of
such dates to occur after the Effective Date.

                  (ii) Trade Letter of Credit Drawing Fee. In  consideration  of
the issuance of trade Letters of Credit hereunder,  the Borrower promises to pay
to the Administrative  Agent for the account of each Tranche A Lender a fee (the
"Trade Letter of Credit Fee") equal to 0.125% on such Tranche A Lender's Tranche
A Revolving  Commitment  Percentage of the amount of each drawing under any such
trade  Letter of Credit.  The Trade Letter of Credit Fee will be payable on each
date of drawing under a trade Letter of Credit.

                  (iii) Issuing  Lender Fees. In addition to the Standby  Letter
of Credit  Fee  payable  pursuant  to clause  (i) above and the Trade  Letter of
Credit Fee payable pursuant to clause (ii) above,  the Borrower  promises to pay
to the Issuing Lender for its own account  without  sharing by the other Lenders
the letter of credit fronting and negotiation fees agreed to by the Borrower and
the Issuing Lender from time to time and the customary charges from time to time
of the  Issuing  Lender  with  respect  to the  issuance,  amendment,  transfer,
administration, cancellation and conversion of, and drawings under, such Letters
of Credit (collectively, the "Issuing Lender Fees").

         Agent's Fees. The Borrower  agrees to pay to the  Administrative  Agent
any other  fees  payable  to such  party as agreed  to by the  Borrower  and the
Administrative Agent from time to time as evidenced in writing.

         (e)  Amendment  Fee.  In  consideration  of  the  Tranche  A  Revolving
Committed Amount of the Tranche A Lenders and the Tranche B Revolving  Committed
Amount  of  the  Tranche  B  Lenders,   the  Borrower   agrees  to  pay  to  the
Administrative  Agent for the  account of each  Tranche A Lender  and  Tranche B
Lender,  as applicable,  a fee (the  "Amendment  Fee") equal to (i) 0.12% of the
Tranche A Revolving  Committed Amount of the Tranche A Lenders and (ii) 0.50% of
the Tranche B Revolving  Committed  Amount of the Tranche B Lenders,  payable on
the Effective Date.

         Increased Cost and Reduced Return.  (a) If, after the date hereof,  the
adoption  of any  applicable  law,  rule or  regulation,  or any  change  in any
applicable  law,  rule or  regulation,  or any change in the  interpretation  or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration  thereof, or compliance
by any Lender (or its Applicable  Lending  Office) with any request or directive
(whether  or not  having the force of law) of any such  governmental  authority,
central bank or comparable agency:

                  (i) shall  subject  such  Lender  (or its  Applicable  Lending
Office) to any tax,  duty or other  charge with respect to any Fixed Rate Loans,
any of its Notes or its obligation to make Fixed Rate Loans, or change the basis
of  taxation of any amounts  payable to such Lender (or its  Applicable  Lending
Office) under this Amended Agreement or any of its Notes in respect of any Fixed
Rate Loans (other than Excluded Taxes);

                  (ii) shall  impose,  modify or deem  applicable  any  reserve,
special deposit, assessment,  compulsory loan or similar requirement (other than
the Reserve Requirement utilized in the determination of the Adjusted Eurodollar
Rate)  relating to any  extensions of credit or other assets of, or any deposits
with or other  liabilities  or  commitments  of, such Lender (or its  Applicable
Lending Office), including any of the Commitments of such Lender hereunder; or

                  (iii) shall impose on such Lender (or its  Applicable  Lending
Office) or on the London  interbank  market any other  condition  affecting this
Amended  Agreement  or any of its Notes or any of such  extensions  of credit or
liabilities or commitments;

and the result of any of the  foregoing  is to increase  the cost to such Lender
(or its Applicable  Lending Office) of making,  Converting into,  Extending,  or
maintaining  any Fixed Rate Loans or to reduce any sum received or receivable by
such Lender (or its Applicable  Lending Office) under this Amended  Agreement or
any of its Notes with respect to any Fixed Rate Loans,  then the Borrower  shall
pay to such  Lender on demand  such  amount or amounts as will  compensate  such
Lender for such increased cost or reduction. If any Lender requests compensation
by the Borrower  under this  Section  3.6,  the Borrower  may, by notice to such
Lender (with a copy to the Administrative Agent), suspend the obligation of such
Lender  to make  or  Extend  Loans  of the  Type  with  respect  to  which  such
compensation  is requested,  or to Convert Loans of any other Type into Loans of
such Type, until the event or condition giving rise to such request ceases to be
in effect (in which case the  provisions  of Section  3.9 shall be  applicable);
provided  that such  suspension  shall not  affect  the right of such  Lender to
receive the compensation so requested.

         (a) If, after the date hereof,  any Lender shall have  determined  that
the adoption of any  applicable  law,  rule,  or  regulation  regarding  capital
adequacy  or any  change  therein  or in the  interpretation  or  administration
thereof by any  governmental  authority,  central  bank,  or  comparable  agency
charged with the  interpretation  or administration  thereof,  or any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such  governmental  authority,  central bank, or comparable  agency,  has or
would  have the  effect of  reducing  the rate of return on the  capital of such
Lender or any  corporation  controlling  such  Lender as a  consequence  of such
Lender's  obligations  hereunder to a level below that which such Lender or such
corporation  could  have  achieved  but for such  adoption,  change,  request or
directive  (taking  into  consideration  its  policies  with  respect to capital
adequacy),  then from time to time upon  demand the  Borrower  shall pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction.

         (b)  Each  Lender   shall   promptly   notify  the   Borrower  and  the
Administrative Agent of any event of which it has knowledge, occurring after the
date hereof,  which will entitle  such Lender to  compensation  pursuant to this
Section 3.6 and will  designate a different  Applicable  Lending  Office if such
designation will avoid the need for, or reduce the amount of, such  compensation
and will not, in the judgment of such Lender,  be otherwise  disadvantageous  to
it. Any Lender claiming compensation under this Section 3.6 shall furnish to the
Borrower and the  Administrative  Agent a statement setting forth the additional
amount or amounts to be paid to it hereunder  which shall be  conclusive  in the
absence of manifest error. In determining  such amount,  such Lender may use any
reasonable averaging and attribution methods.

         Limitation  on Types of  Loans.  If on or prior to the first day of any
Interest Period for any Eurodollar Loan:

         (a) the Administrative  Agent determines (which  determination shall be
conclusive)  that by reason of  circumstances  affecting  the  relevant  market,
adequate and reasonable  means do not exist for ascertaining the Eurodollar Rate
for such Interest Period; or

         (b) the  Required  Lenders  determine  (which  determination  shall  be
conclusive)  and notify the  Administrative  Agent that the Adjusted  Eurodollar
Rate will not  adequately  and fairly reflect the cost to the Lenders of funding
Eurodollar Loans for such Interest Period;

then the  Administrative  Agent shall give the Borrower  prompt  notice  thereof
specifying  the  relevant  amounts  or  periods,  and so long as such  condition
remains in effect,  the Lenders shall be under no obligation to make  additional
Eurodollar  Loans,  Extend  Eurodollar  Loans or to Convert Base Rate Loans into
Eurodollar  Loans and the Borrower shall, on the last day(s) of the then current
Interest  Period(s) for the  outstanding  Eurodollar  Loans,  either prepay such
Loans or Convert such Loans into Base Rate Loans in accordance with the terms of
this Amended Agreement.

         Illegality.   Notwithstanding  any  other  provision  of  this  Amended
Agreement,  in the  event  that  it  becomes  unlawful  for  any  Lender  or its
Applicable Lending Office to make, maintain, or fund Eurodollar Loans hereunder,
then such Lender shall  promptly  notify the Borrower  thereof and such Lender's
obligation  to make or Extend  Eurodollar  Loans and to Convert  Base Rate Loans
into  Eurodollar  Loans  shall be  suspended  until such time as such Lender may
again make,  maintain and fund Eurodollar Loans (in which case the provisions of
Section 3.9 shall be applicable).

         Treatment of Affected  Loans.  If the  obligation of any Lender to make
Eurodollar  Loans or to Extend,  or to Convert Base Rate Loans into,  Eurodollar
Loans shall be  suspended  pursuant to Section 3.6 or 3.8 hereof  (Loans of such
Type being herein called  "Affected Loans" and such Type being herein called the
"Affected Type"), such Lender's Affected Loans shall be automatically  Converted
into Base Rate Loans on the last day(s) of the then current  Interest  Period(s)
for  Affected  Loans (or,  in the case of a  Conversion  required by Section 3.8
hereof,  on such earlier date as such Lender may specify to the Borrower  with a
copy to the Administrative Agent) and, unless and until such Lender gives notice
as provided below that the circumstances  specified in Section 3.6 or 3.8 hereof
that gave rise to such Conversion no longer exist:

         (a) to the  extent  that  such  Lender's  Affected  Loans  have been so
Converted,  all payments and  prepayments of principal  that would  otherwise be
applied to such  Lender's  Affected  Loans shall be applied  instead to its Base
Rate Loans; and

         (b) all Loans that would  otherwise  be made or Extended by such Lender
as Loans of the  Affected  Type shall be made or  Extended  instead as Base Rate
Loans, and all Loans of such Lender that would otherwise be Converted into Loans
of the Affected  Type shall be Converted  instead into (or shall remain as) Base
Rate Loans.

If such Lender gives notice to the Borrower  (with a copy to the  Administrative
Agent) that the  circumstances  specified in Section 3.6 or 3.8 hereof that gave
rise to the Conversion of such Lender's  Affected Loans pursuant to this Section
3.9 no  longer  exist  (which  such  Lender  agrees  to do  promptly  upon  such
circumstances  ceasing to exist) at a time when Loans of the Affected  Type made
by other  Lenders  are  outstanding,  such  Lender's  Base Rate  Loans  shall be
automatically  Converted,  on the first day(s) of the next  succeeding  Interest
Period(s)  for  such  outstanding  Loans of the  Affected  Type,  to the  extent
necessary so that,  after giving effect  thereto,  all Loans held by the Lenders
holding  Loans of the Affected  Type and by such Lender are held pro rata (as to
principal  amounts,  Types,  and  Interest  Periods)  in  accordance  with their
respective Commitments.

         Taxes.  (a) Any and all  payments by the Borrower to or for the account
of any Lender or the  Administrative  Agent  hereunder or under any other Credit
Document  shall be made free and clear of and without  deduction for any and all
present  or future  taxes,  duties,  levies,  imposts,  deductions,  charges  or
withholdings,  and all liabilities with respect thereto,  excluding, in the case
of each Lender and the  Administrative  Agent,  Excluded  Taxes  imposed on such
Lender (or its Applicable  Lending Office) or the  Administrative  Agent (as the
case may be) (all such  non-Excluded  Taxes  being  hereinafter  referred  to as
"Taxes").  If the Borrower  shall be required by law to deduct any Taxes from or
in respect of any sum payable  under this Amended  Agreement or any other Credit
Document to any Lender or the Administrative Agent, (i) the sum payable shall be
increased as necessary so that after making all required  deductions  (including
deductions  applicable to additional  sums payable under this Section 3.10) such
Lender or the Administrative  Agent receives an amount equal to the sum it would
have received had no such  deductions  been made,  (ii) the Borrower  shall make
such  deductions,  (iii) the Borrower shall pay the full amount  deducted to the
relevant taxation authority or other authority in accordance with applicable law
and (iv) the Borrower shall furnish to the  Administrative  Agent, at the office
of the  Administrative  Agent  specified  in Schedule  1.1C,  the  original or a
certified copy of a receipt evidencing payment thereof.

         (b) In  addition,  the  Borrower  agrees to pay any and all  present or
future  stamp or  documentary  taxes and any other  excise or property  taxes or
charges or similar levies (including mortgage recording taxes and similar taxes)
which  arise from any payment  made under this  Amended  Agreement  or any other
Credit  Document or from the execution or delivery of, or otherwise with respect
to, this Amended Agreement or any other Credit Document (hereinafter referred to
as "Other Taxes").

         (c) The Borrower agrees to indemnify each Lender and the Administrative
Agent for the full amount of Taxes and Other Taxes (including any Taxes or Other
Taxes  imposed or asserted by any  jurisdiction  on amounts  payable  under this
Section 3.10) paid by such Lender or the  Administrative  Agent (as the case may
be) and any  liability  (including  penalties,  interest and  expenses)  arising
therefrom or with respect thereto.

         (d) Each Lender organized under the laws of a jurisdiction  outside the
United  States,  on or prior to the date of its  execution  and delivery of this
Amended  Agreement  in the case of each  Lender  listed on the  signature  pages
hereof  and on or prior to the date on which it  becomes a Lender in the case of
each other Lender,  and from time to time  thereafter if requested in writing by
the Borrower or the  Administrative  Agent,  on or before the date, if any, such
Lender  changes  its  Applicable  Lending  Office  by  designating  a  different
Applicable  Lending  Office  (a "New  Lending  Office")  and  promptly  upon the
obsolescence or inability of any form delivered pursuant to this Section 3.10(d)
(but only so long as such Lender remains  lawfully able to do so), shall provide
the  Borrower  and the  Administrative  Agent with (i) two accurate and complete
original  signed  copies of  Internal  Revenue  Service  Form  1001 or 4224,  as
appropriate,  or any successor form prescribed by the Internal  Revenue Service,
certifying  that such Lender is entitled to benefits  under an income tax treaty
to which the United States is a party which reduces the rate of withholding  tax
on payments of interest or  certifying  that the income  receivable  pursuant to
this Amended  Agreement is effectively  connected with the conduct of a trade or
business in the United States, (ii) Internal Revenue Service Form W-8 or W-9, as
appropriate,  or any successor form  prescribed by the Internal  Revenue Service
and  (iii)  any other  form or  certificate  required  by any  taxing  authority
(including  any  certificate  required  by  Sections  871(h)  and  881(c) of the
Internal Revenue Code),  certifying that such Lender is entitled to an exemption
from or a reduced rate of tax on payments  pursuant to this Amended Agreement or
any of the other Loan Documents.

         (e) For any period with respect to which a Lender has failed to provide
the Borrower and the Administrative  Agent with the appropriate form pursuant to
Section  3.10(d)  (unless  such  failure  is due to a change in  treaty,  law or
regulation  occurring  subsequent  to the  date on which a form  originally  was
required to be provided),  such Lender shall not be entitled to  indemnification
under Section  3.10(a),  3.10(b) or 3.10(c) with respect to Taxes imposed by the
United  States;  provided,  however,  that should a Lender,  which is  otherwise
exempt from or subject to a reduced rate of withholding  tax,  become subject to
Taxes because of its failure to deliver a form required hereunder,  the Borrower
shall take such steps as such  Lender  shall  reasonably  request to assist such
Lender to recover such Taxes.

         (f) If the Borrower is required to pay additional amounts to or for the
account of any Lender pursuant to this Section 3.10, then such Lender will agree
to use reasonable  efforts to change the jurisdiction of its Applicable  Lending
Office  so as to  eliminate  or reduce  any such  additional  payment  which may
thereafter  accrue  if such  change,  in the  judgment  of such  Lender,  is not
otherwise disadvantageous to such Lender.

         (g) The Borrower  shall not be required to  indemnify  any Lender or to
pay any  additional  amounts to any Lender,  in respect of United States federal
withholding tax pursuant to Section 3.10(a), (b) or (c) above to the extent that
the  obligation  to  withhold  amounts  with  respect to United  States  federal
withholding  tax existed on the date such Lender  became a party to this Amended
Agreement  or, with respect to payments to a New Lending  Office,  the date such
Lender designated such New Lending Office with respect to a Loan;  provided that
this  Section  3.10(g)  shall  not  apply  (i) to any  Lender  as a result of an
assignment of a new Lender or  designation  of a New Lending  Office made at the
request  of the  Borrower  and  (ii) to the  extent  the  indemnity  payment  or
additional  amounts any Lender would be entitled to receive  (without  regard to
this  paragraph (g)) do not exceed the indemnity  payment or additional  amounts
that the Lender  making the  assignment  to a new Lender or  designation  of New
Lending  Office  would have been  entitled  to  receive  in the  absence of such
assignment or designation.

         (h) If the Borrower pays any additional amount or indemnification under
this Section 3.10 to a Lender or the  Administrative  Agent,  such Lender or the
Administrative  Agent shall take reasonable steps within its power to obtain any
refund,  reduction or credit  which may be  available  with respect to the Taxes
giving rise to such additional amount or indemnification,  and if such Lender or
the  Administrative  Agent  determines  that  it has  received  or  realized  in
connection  therewith any refund or any reduction of, or credit against, its tax
liabilities such Lender or the Administrative Agent shall pay to the Borrower an
amount that is equal to the net  benefit,  after tax,  which was obtained by the
Lender or the Administrative Agent as a consequence of such refund, reduction or
credit.

         Compensation. Upon the request of any Lender, the Borrower shall pay to
such  Lender such amount or amounts as shall be  sufficient  (in the  reasonable
opinion  of such  Lender)  to  compensate  it for  any  loss,  cost  or  expense
(including loss of anticipated profits) incurred by it as a result of:

         (a) any payment,  prepayment, or Extension of a Fixed Rate Loan for any
reason  (including the  acceleration  of the Loans pursuant to Section 8.2) on a
date other than the last day of the Interest Period for such Loan; or

         (b) any failure by the Borrower for any reason  (including  the failure
of any  condition  precedent  specified in Section 4 to be satisfied) to borrow,
Convert,  Extend  or prepay a Fixed  Rate  Loan on the date for such  borrowing,
Conversion,  Extension  or  prepayment  specified  in  the  relevant  notice  of
borrowing, prepayment, Extension or Conversion under this Amended Agreement.

         Pro Rata Treatment.  Except to the extent otherwise provided herein:
         ------------------

                  (i) Loans.  Each Loan, each payment or prepayment of principal
of any Loan or reimbursement  obligations arising from drawings under Letters of
Credit,  each  payment of  interest  on the Loans or  reimbursement  obligations
arising  from  drawings  under  Letters  of  Credit,  each  payment of Tranche A
Commitment  Fees, each payment of Tranche B Commitment Fees, each payment of the
Standby  Letter of Credit Fee,  each  payment of the Trade Letter of Credit Fee,
each reduction of the Tranche A Revolving  Committed  Amount,  each reduction of
the Tranche B Revolving Committed Amount and each Conversion or Extension of any
Loan,  shall be  allocated  pro rata among the  Lenders in  accordance  with the
respective  principal  amounts  of their  outstanding  Loans  and  Participation
Interests.

                  (ii) Advances.  No Lender shall be responsible for the failure
or delay by any other Lender in its  obligation  to make its ratable  share of a
borrowing  hereunder;  provided,  however,  that the  failure  of any  Lender to
fulfill its  obligations  hereunder  shall not  relieve any other  Lender of its
obligations hereunder.  Unless the Administrative Agent shall have been notified
by any Lender prior to the date of any requested borrowing that such Lender does
not intend to make  available to the  Administrative  Agent its ratable share of
such borrowing to be made on such date, the Administrative Agent may assume that
such Lender has made such amount  available to the  Administrative  Agent on the
date of such  borrowing,  and the  Administrative  Agent in  reliance  upon such
assumption,  may (in its sole  discretion  but without any  obligation to do so)
make available to the Borrower a  corresponding  amount.  If such  corresponding
amount  is  not  in  fact  made  available  to  the  Administrative  Agent,  the
Administrative  Agent shall be able to recover  such  corresponding  amount from
such Lender.  If such Lender does not pay such  corresponding  amount  forthwith
upon the Administrative  Agent's demand therefor,  the Administrative Agent will
promptly  notify the  Borrower,  and the  Borrower  shall  immediately  pay such
corresponding amount to the Administrative Agent. The Administrative Agent shall
also be entitled to recover from the Lender or the Borrower, as the case may be,
interest on such corresponding  amount in respect of each day from the date such
corresponding  amount  was made  available  by the  Administrative  Agent to the
Borrower  to  the  date  such   corresponding   amount  is   recovered   by  the
Administrative  Agent at a per annum  rate equal to (i) from the  Borrower,  the
applicable rate for the applicable borrowing pursuant to the Notice of Borrowing
and (ii) from a Lender,  if paid within two (2)  Business  Days of the date such
corresponding  amount  was made  available  by the  Administrative  Agent to the
Borrower, the Federal Funds Rate and, if paid thereafter, the Base Rate.

         Sharing of Payments.  The Lenders agree among  themselves  that, in the
event  that any  Lender  shall  obtain  payment  in  respect  of any  Loan,  LOC
Obligation  or any other  obligation  owing to such  Lender  under this  Amended
Agreement  through  the  exercise  of  a  right  of  setoff,  banker's  lien  or
counterclaim,  or pursuant to a secured  claim under  Section 506 of Title 11 of
the United  States Code or other  security or interest  arising from, or in lieu
of, such secured claim, received by such Lender under any applicable bankruptcy,
insolvency  or other similar law or  otherwise,  or by any other means  (whether
voluntarily or involuntarily by set-off or otherwise), in excess of its pro rata
share of such  payment as provided for in this  Amended  Agreement,  such Lender
shall promptly purchase from the other Lenders a Participation  Interest in such
Loan,  LOC Obligation or other  obligation in such amounts,  and make such other
adjustments from time to time, as shall be equitable to the end that all Lenders
share  such  payment  in  accordance  with their  respective  ratable  shares as
provided  for in  this  Amended  Agreement.  The  Lenders  further  agree  among
themselves  that if payment to a Lender  obtained  by such  Lender  through  the
exercise of a right of setoff,  banker's  lien,  counterclaim  or other event as
aforesaid  shall be rescinded or must  otherwise be restored,  each Lender which
shall have  shared  the  benefit  of such  payment  shall,  by  repurchase  of a
Participation  Interest  theretofore  sold,  return  its  share of that  benefit
(together with its share of any accrued  interest  payable with respect thereto)
to each Lender whose  payment shall have been  rescinded or otherwise  restored.
The Borrower agrees that any Lender so purchasing such a Participation  Interest
pursuant  to this  Section  3.13 may, to the fullest  extent  permitted  by law,
exercise all rights of payment, including setoff, banker's lien or counterclaim,
with  respect to such  Participation  Interest as fully as if such Lender were a
holder of such Loan, LOC  Obligations or other  obligation in the amount of such
Participation  Interest.  Except as otherwise expressly provided in this Amended
Agreement,  if any Lender or the Administrative Agent shall fail to remit to the
Administrative Agent or any other Lender an amount payable by such Lender or the
Administrative  Agent to the Administrative  Agent or such other Lender pursuant
to this  Amended  Agreement on the date when such amount is due,  such  payments
shall be made together  with  interest  thereon for each date from the date such
amount is due until the date such amount is paid to the Administrative  Agent or
such other Lender at a rate per annum equal to the Federal  Funds Rate. If under
any applicable bankruptcy,  insolvency or other similar law, any Lender receives
a secured  claim in lieu of a setoff to which this  Section 3.13  applies,  such
Lender shall, to the extent practicable,  exercise its rights in respect of such
secured claim in a manner  consistent  with the rights of the Lenders under this
Section 3.13 to share in the benefits of any recovery on such secured claim.

         Payments,  Computations,  Etc.  (a)  Except as  otherwise  specifically
provided  herein,  all payments  hereunder  shall be made to the  Administrative
Agent in Dollars in immediately  available  funds,  without  offset,  deduction,
counterclaim  or withholding of any kind, at the  Administrative  Agent's office
specified in Schedule 1.1C not later than 2:00 P.M.  (Charlotte,  North Carolina
time) on the date when due. Payments received after such time shall be deemed to
have been received on the next succeeding Business Day. The Administrative Agent
may (but shall not be obligated  to) debit the amount of any such payment  which
is not  made by such  time  to any  ordinary  deposit  account  of the  Borrower
maintained  with the  Administrative  Agent (with notice to the  Borrower).  The
Borrower shall,  at the time it makes any payment under this Amended  Agreement,
specify to the Administrative  Agent the Loans, LOC Obligations,  Fees, interest
or other amounts  payable by the Borrower  hereunder to which such payment is to
be applied (and in the event that it fails so to specify, or if such application
would be  inconsistent  with the terms hereof,  the  Administrative  Agent shall
distribute  such  payment to the  Lenders in such  manner as the  Administrative
Agent may determine to be  appropriate  in respect of  obligations  owing by the
Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative
Agent will  distribute  such  payments to such  Lenders,  if any such payment is
received prior to 12:00 Noon (Charlotte,  North Carolina time) on a Business Day
in like funds as received  prior to the end of such  Business Day and  otherwise
the  Administrative  Agent will  distribute  such payment to such Lenders on the
next succeeding  Business Day. Whenever any payment hereunder shall be stated to
be due on a day  which is not a  Business  Day,  the due date  thereof  shall be
extended to the next succeeding Business Day (subject to accrual of interest and
Fees for the period of such  extension),  except that in the case of  Eurodollar
Loans, if the extension would cause the payment to be made in the next following
calendar  month,  then such payment shall instead be made on the next  preceding
Business  Day.  Except,  in the case of Base Rate Loans,  in which case interest
shall be computed  on the basis of a 365 or 366 day year,  all  computations  of
interest  and Fees shall be made on the basis of actual  number of days  elapsed
over a year of 360 days.  Interest  shall  accrue  from and  include the date of
borrowing, but shall exclude the date of payment.

         Allocation  of Payments  After Event of  Default.  Notwithstanding  any
other provisions of this Amended Agreement to the contrary, after the occurrence
and during the  continuance  of an Event of Default,  all amounts  collected  or
received  by the  Administrative  Agent or any other  Lender on  account  of the
Credit  Obligations  or any other  amounts  outstanding  under any of the Credit
Documents  or in respect of the  Collateral  shall be paid over or  delivered as
follows:

                  FIRST,  to the payment of all reasonable  out-of-pocket  costs
         and   expenses   (including   reasonable   attorneys'   fees)   of  the
         Administrative  Agent in  connection  with  enforcing the rights of the
         Secured Parties under the Credit Documents and any protective  advances
         made by the  Administrative  Agent with respect to the Collateral under
         or pursuant to the terms of the Collateral Documents;

                  SECOND,  to  payment  of any fees  owed to the  Administrative
         Agent;

                  THIRD,  to the payment of all reasonable  out-of-pocket  costs
         and  expenses  (including  reasonable  attorneys'  fees) of each of the
         Lenders  in  connection  with  enforcing  its  rights  under the Credit
         Documents or otherwise with respect to the Credit  Obligations owing to
         such Lender;

                  FOURTH,  to the  payment  of all  of  the  Credit  Obligations
         consisting of accrued fees and interest;

                  FIFTH, to the payment of the outstanding  principal  amount of
         the Credit Obligations (including the payment or cash collateralization
         of the outstanding LOC Obligations);

                  SIXTH, to all other Credit  Obligations and other  obligations
         which shall have become due and payable  under the Credit  Documents or
         otherwise and not repaid  pursuant to clauses  "FIRST"  through "FIFTH"
         above; and

                  SEVENTH, to the payment of the surplus, if any, to whoever may
         be lawfully entitled to receive such surplus.

In carrying  out the  foregoing,  (i) amounts  received  shall be applied in the
numerical  order  provided  until  exhausted  prior to  application  to the next
succeeding  category;  (ii) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that the then outstanding  Loans and
Participation  Interest  in LOC  Obligations  held by such  Lender  bears to the
aggregate amount of the then outstanding Loans and Participation Interest in LOC
Obligations)  of amounts  available to be applied  pursuant to clauses  "THIRD",
"FOURTH",  "FIFTH" and "SIXTH"  above;  and (iii) to the extent that any amounts
available for distribution  pursuant to clause "FIFTH" above are attributable to
the issued but undrawn  amount of  outstanding  Letters of Credit,  such amounts
shall be held by the Administrative  Agent in a cash collateral account pursuant
to Section  2.3(l) and applied (A) first,  to reimburse the Issuing  Lender from
time to time for any  drawings  under  such  Letters  of  Credit  and (B)  then,
following the expiration of all Letters of Credit,  to all other  obligations of
the types  described in clauses "FIFTH" and "SIXTH" above in the manner provided
in this  Section  3.14(b).  Notwithstanding  the  foregoing  provisions  of this
Section  3.14(b),  (I) amounts on deposit in a Prepayment  Account for any Loans
upon the occurrence of any such Event of Default shall be applied, first, to pay
such Loans  and,  second,  after all such  Loans have been paid in full,  to the
other Credit Obligations in the manner provided in this Section 3.14(b) and (II)
amounts on deposit in a cash collateral  account pursuant to Section 2.3(l) upon
the  occurrence  of any  such  Event of  Default  shall be  applied,  first,  to
reimburse  the  Issuing  Lender  from  time to time for any  drawings  under any
Letters of Credit  and,  second,  following  the  expiration  of all  Letters of
Credit,  to the other Credit  Obligations in the manner provided in this Section
3.14(b).

         Evidence of Debt. (a) Each Lender shall maintain an account or accounts
evidencing  each Loan made by such  Lender  to the  Borrower  from time to time,
including the amounts of principal and interest  payable and paid to such Lender
from time to time under this Amended Agreement. Each Lender will make reasonable
efforts to maintain  the  accuracy  of its  account or accounts  and to promptly
update its account or accounts from time to time, as necessary.

         (b) The  Administrative  Agent shall maintain the Register  pursuant to
Section  10.3(c),  and a  subaccount  for each  Lender,  in which  Register  and
subaccounts (taken together) shall be recorded (i) the amount, type and Interest
Period of each such Loan hereunder, (ii) the amount of any principal or interest
due and payable or to become due and payable to each Lender  hereunder and (iii)
the amount of any sum received by the Administrative Agent hereunder from or for
the account of the Borrower and each Lender's share thereof.  The Administrative
Agent will make  reasonable  efforts to maintain the accuracy of the subaccounts
referred to in the preceding  sentence and to promptly  update such  subaccounts
from time to time, as necessary.

         (c)  The  entries  made  in  the  accounts,  Register  and  subaccounts
maintained  pursuant to subsection  (b) of this Section 3.15 (and, if consistent
with the entries of the  Administrative  Agent,  subsection  (a)) shall be prima
facie  evidence of the existence and amounts of the  obligations of the Borrower
therein  recorded;  provided,  however,  that the  failure  of any Lender or the
Administrative  Agent  to  maintain  any such  account,  such  Register  or such
subaccount,  as applicable, or any error therein, shall not in any manner affect
the  obligation  of the  Borrower  to repay  the  Loans  made by such  Lender in
accordance with the terms hereof.

         Assignment of Commitments Under Certain Circumstances. In the event (a)
any  Lender  requests  compensation  pursuant  to  Section  3.6,  (b) any Lender
delivers a notice  described  in Section 3.8 or (c) the  Borrower is required to
pay any additional amount to any Lender or any Governmental Authority on account
of any Lender  pursuant to Section  3.10,  the Borrower may, at its sole expense
and  effort  (including  with  respect to the  processing  and  recordation  fee
referred  to  in  Section   10.3(b)),   upon  notice  to  such  Lender  and  the
Administrative  Agent,  require  such  Lender to transfer  and  assign,  without
recourse  (in  accordance  with and  subject to the  restrictions  contained  in
Section  10.3(b)),  all of its  interests,  rights  and  obligations  under this
Amended  Agreement  to an Eligible  Assignee  that shall  assume  such  assigned
obligations  (which  assignee may be another  Lender,  if a Lender  accepts such
assignment),  provided that (A) such assignment shall not conflict with any law,
rule or regulation or order of any court or other Governmental  Authority having
jurisdiction,  (B) no Event of Default shall have occurred and be continuing and
(C) the  Borrower or such  assignee  shall have paid to the  affected  Lender in
immediately  available funds an amount equal to the sum of 100% of the principal
of and interest accrued to the date of such payment on the outstanding  Loans of
such  Lender,  respectively,  plus all Fees and other  amounts  accrued  for the
account of such Lender hereunder  (including any amounts under Section 3.6, 3.10
and Section  3.11);  provided  further that if prior to any such  assignment the
circumstances  or event that resulted in such  Lender's  request or notice under
Section 3.6 or 3.8 or demand for  additional  amounts under Section 3.10, as the
case may be,  shall cease to exist or become  inapplicable  for any reason or if
such  Lender  shall waive its rights in respect of such  circumstances  or event
under  Section 3.6, 3.8 or 3.10,  as the case may be, then such Lender shall not
thereafter be required to make such assignment hereunder.

                                    SECTION 4

                                   CONDITIONS

         Conditions  Precedent to the  Effective  Date.  This Amended  Agreement
shall become effective on the first date (the "Effective  Date") when all of the
following  conditions  set  forth  in  this  Section  4.1,  and  the  additional
conditions precedent set forth in Section 4.2, have been satisfied:

         Executed Credit Documents. The Administrative Agent shall have received
duly executed copies of (i) this Amended  Agreement,  (ii) the Notes,  (iii) the
Collateral  Documents,  and (iv) all other  Credit  Documents,  each in form and
substance  acceptable to the Lenders in their sole discretion.  On the Effective
Date, (i) the Lenders under the Original Credit  Agreement will return the Notes
dated as of the Closing Date to the Borrower  for  cancellation,  and such Notes
will be  replaced,  as  applicable,  by the Notes dated the  Effective  Date and
issued  to  the  Lenders   under   Section   2.2(e)  and  2.4(e)  and  (ii)  the
Administrative  Agent shall  return the  Intercompany  Notes under the  Original
Credit Agreement to the Borrower for cancellation,  and such Intercompany  Notes
will be replaced by the Intercompany Notes dated the Effective Date.

         Security Interest.  The  Administrative  Agent on behalf of the Secured
Parties  shall  have a  security  interest  in the  Collateral  of the  type and
priority  described  in  the  Collateral  Documents,  perfected  to  the  extent
contemplated by Section 5.25 and the Administrative Agent shall have received:

                  (i) confirmation by the Borrower that the Administrative Agent
for  the  benefit  of  the  Secured   Parties  has  previously   received  stock
certificates  evidencing the Capital Stock pledged to the  Administrative  Agent
pursuant to the Security Agreement, together with duly executed in blank undated
stock powers attached thereto (unless, with respect the pledged Capital Stock of
any  Foreign  Subsidiary,  such stock  powers  were  deemed  unnecessary  by the
Administrative  Agent  in  its  reasonable  discretion  under  the  law  of  the
jurisdiction  of  incorporation  of such  Person  accompanied  by  stock  powers
endorsed in blank);

                  (ii)  searches  of  Uniform  Commercial  Code  filings  in the
jurisdiction  of the  chief  executive  office  of each  Credit  Party  and each
jurisdiction  where any  Collateral  is  located  and where a filing was made in
connection  with the Original  Credit  Agreement and the  Collateral  Documents,
confirming  the perfected  security  interest in the  Collateral in favor of the
Administrative  Agent for the  benefit  of the  Secured  Parties,  copies of the
financing  statements on file in such  jurisdictions  and evidence that no Liens
exist other than Permitted Liens.

                  (iii) duly executed financing statements (Form UCC-1) for each
appropriate  jurisdiction as is necessary,  in the  Administrative  Agent's sole
discretion,  to perfect  the  Administrative  Agent's  security  interest in the
Collateral;

                  (iv)  appropriate duly executed  termination  statements (Form
UCC-3) signed by all Persons  disclosed as secured parties in the  jurisdictions
referred to in clause (ii) above in form for filing under the Uniform Commercial
Code of such  jurisdictions,  except  that no  termination  statements  shall be
required as to any Permitted Liens;

                  (v)  confirmation  by the Borrower that no additional  filing,
registration  or recordation of any document  (including any Uniform  Commercial
Code  financing  statement)  is required to be filed,  registered or recorded in
order to create in favor of the  Administrative  Agent  for the  benefit  of the
Secured Parties a valid, legal and perfected security interest in or Lien on the
Collateral; and

         Opinions of Counsel. The Administrative  Agent shall have received,  in
each case dated as of the Effective Date:

                  (i)  legal  opinion  of  Kirkland  & Ellis,  special  New York
counsel for the Credit  Parties,  in -  substantially  the form of Exhibit  L-1;

                  (ii) legal  opinion of special  local  counsel for each Credit
Party not  incorporated in the State of New York, in  substantially  the form of
Exhibit L-2;

                  (iii) a legal opinion of special local counsel for ISG Capital
for each State in which any Collateral is located,  in substantially the form of
Exhibit L-3; and

                  (iv) a legal  opinion of  Kirkland & Ellis,  special  New York
Counsel for the Sponsor, in substantially the form of Exhibit L-4;

         Corporate Documents.  The Administrative Agents shall have received:
         -------------------

                  (i) Charter  Documents.  A  certificate  of the  Secretary  or
Assistant Secretary of each Credit Party dated the Effective Date and certifying
(A) that the by-laws or comparable  governing  instruments  of such Credit Party
delivered  pursuant to the execution of the Original Credit Agreement,  have not
been  modified  or amended in any respect and remain in full force and effect in
accordance  with their terms;  (B) that attached  thereto is a true and complete
copy of  resolutions  duly  adopted  by the  Board of  Directors  or  comparable
governing body of such party (or, in the case of any partnership, of the general
partner of such party)  authorizing  the execution,  delivery and performance of
this Amended  Agreement,  and, in the case of the  Borrower,  the  extensions of
credit hereunder, and that such resolutions have not been modified, rescinded or
amended  and  are in  full  force  and  effect,  (C)  that  the  certificate  of
incorporation or other charter documents of such party,  including any amendment
thereto,  delivered  pursuant to the execution of the Original Credit  Agreement
have not been  modified  or amended in any  respect and remain in full force and
effect in accordance with their terms, and (D) as to the incumbency and specimen
signature of each officer  executing any Credit  Document or any other  document
delivered in connection herewith on behalf of such Credit Party; and

                  (ii) Good Standing.  Copies of  certificates of good standing,
existence or the  equivalent  of each such party as of a recent date,  from such
Secretary of State (or other domestic or foreign authority (where available));

                  (iii)  duly  executed  consents  as  are  necessary,   in  the
Administrative Agent's sole discretion,  to perfect the security interest of the
Secured Parties in the Collateral.

         Fees.  The Borrower  shall have paid all Fees and other amounts due and
payable  to the  Agents,  or any  Lender  on or  prior  to the  Effective  Date,
including,  without  limitation,  all  fees and  other  amounts  accrued  to the
Effective  Date to the  Administrative  Agent  for the  account  of each  Lender
pursuant to Section 3.5 of the Original Credit Agreement.

         Consents and Approvals.  The Sponsor Group,  the Borrower,  the Parent,
the other Credit Parties shall have obtained all  governmental,  shareholder and
third  party  consents  and  approvals  necessary  or,  in  the  opinion  of the
Administrative Agent,  desirable in connection with the execution,  delivery and
performance of this Amended Agreement and the other Credit Documents  (including
the  exercise of remedies  under the  Collateral  Documents)  the other  related
financings and transactions contemplated hereby and the continuing operations of
the  Borrower  and  its  Subsidiaries  following  the  Effective  Date,  and all
applicable  waiting periods  (including any applicable  waiting period under the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976) shall have expired,  in
each case,  without any action being taken by any  Governmental  Authority  that
could  restrain,  prevent  or  impose  any  material  adverse  condition  on the
Consolidated Parties taken as a whole or such transactions or that could seek or
threaten any of the  foregoing,  and no law or  regulation  shall be  applicable
which in the judgment of the Administrative Agent could have such effect.

         Material  Adverse  Effect.  (i) From December 31, 1999 to the Effective
Date,   nothing   shall  have   occurred   (and  neither  the  Lenders  nor  the
Administrative  Agent shall have become aware of any facts or circumstances  not
previously known) which has, or could reasonably be expected to have, a Material
Adverse Effect.

                  (ii) From March 31, 2000 to the Effective Date,  nothing shall
have occurred (and neither the Lenders nor the  Administrative  Agent shall have
become aware of any facts or  circumstances  not previously  known) which has or
could  reasonably be expected to have a material adverse effect on the financial
condition,  operations,  business  assets,  liabilities  (actual or  contingent)
historical cash flows or prospects of the Sponsor.

         Litigation.  There shall not exist any order, decree, judgment,  ruling
or  injunction  or any pending or  threatened  action,  suit,  investigation  or
proceeding that purports to affect the  transactions  contemplated by the Credit
Facilities or the other related  financings or that could reasonably be expected
to have a Material Adverse Effect.

         Change in Market.  There shall not exist any material disruption of, or
a material  adverse change in, the market for syndicated bank credit  facilities
or financial, banking or capital market conditions.

         Officer's Certificates.  The Administrative Agent shall have received a
certificate or  certificates  executed by an executive  officer of the Borrower,
dated as of the Effective Date,  certifying that (i) each Consolidated  Party is
in compliance with all existing financial  obligations,  (ii) the conditions set
forth in subsections  4.1(b),  (f), (g), (h) and (i), shall have been satisfied,
and (iii)  immediately after giving effect to the execution and delivery of this
Amended  Agreement and, the other Credit  Documents and the  consummation of all
the transactions  contemplated  therein to occur on the Effective Date, (A) each
of the Credit Parties is Solvent, (B) no Default or Event of Default exists, (C)
all  representations  and  warranties  contained  herein and in the other Credit
Documents  are true and  correct  in all  material  respects  and (D) the Credit
Parties  are in  compliance  on a Pro Forma  Basis  with  each of the  financial
covenants set forth in Section 7.19 as of the last day of the most recent fiscal
quarter of the Borrower (as if the opening  levels  applicable to such covenants
were in effect on such day).

         Tranche B Put Agreement.  The Administrative Agent shall have received:
         -----------------------

                  (i)  Financial   Statements.   Interim   unaudited   quarterly
financial  statement  of the Sponsor for the most  recently  completed  calendar
quarter prior to the Effective Date,  certified by a responsible  officer of the
Sponsor as true and correct;

                  (ii)   Corporate   Documents  of  the  Sponsor.   (A)  Charter
Documents.  Copies of the articles or  certificates  of  incorporation  or other
charter  documents  of the  Sponsor  certified  to be true and  complete as of a
recent  date by the  appropriate  Governmental  Authority  of the state or other
jurisdiction  of its  incorporation  and  certified  by a secretary or assistant
secretary of the Sponsor to be true and correct as of the Effective Date.

                           (A)  Bylaws.  A copy  of the  bylaws  of the  Sponsor
certified by a Secretary  or  Assistant  Secretary of the Sponsor to be true and
correct as of the Effective Date.

                           (B) Good Standing. Copies of (x) certificates of good
standing,  existence or the equivalent with respect to the Sponsor  certified as
of a recent date by the appropriate Governmental Authority of its state or other
jurisdiction of incorporation  and each other  jurisdiction in which the failure
to be qualified to do business and in good standing could reasonably be expected
to have a material adverse effect and (y) to the extent available, a certificate
indicating  payment of all corporate  franchise  taxes  certified as of a recent
date by the  appropriate  governmental  taxing  authority  of its state or other
jurisdiction of incorporation and each other jurisdiction  referred to in clause
(x) above.

                           (C)  Incumbency.  A certificate  of the Sponsor as to
the  incumbancy and specimen  signature of each officer  executing the Tranche B
Put Agreement or any other document delivered in connection  therewith certified
by a Secretary or  Assistant  Secretary of the Sponsor to be true and correct as
of the Effective Date.

         Other.   The  Lenders  shall  have   received  such  other   documents,
instruments,  agreements or information  as reasonably  requested by any Lender,
including   information   regarding   litigation,   investigations   and   other
proceedings,  compliance with applicable  laws,  regulations and consent orders,
tax matters,  accounting matters, labor agreements,  pension liabilities (actual
or contingent) and other employee benefits, and other employee-related  matters,
insurance  coverage,  real estate leases,  material contracts and relationships,
debt agreements,  transactions with Affiliates and former  Affiliates,  property
ownership,  Capital Leases,  trademarks,  other  proprietary  rights and related
licenses, capital stock, options and warrants, and contingent liabilities of the
Consolidated  Parties.  The  Administrative  Agent  shall have  reviewed  and be
satisfied  with the  results  of any  reports  or other  information  from third
parties performing due diligence on behalf of the Sponsor Group.

         Conditions to all Extensions of Credit.  The obligations of each Lender
to make any Loan,  Convert  any  existing  Loan into a Loan of  another  Type or
Extend any existing  Loan into a subsequent  Interest  Period and of the Issuing
Lender to issue or extend any Letter of Credit are  subject to  satisfaction  on
the date such Loan is made,  Converted  or  Extended  or the date such Letter of
Credit is issued or extended,  as  applicable,  to  satisfaction  of each of the
following conditions, except that clause (f) below shall apply only with respect
to the Tranche B Lenders' obligations as to the Tranche B Revolving Loans:

         (a) The Borrower  shall have delivered (i) in the case of any Revolving
Loan, an appropriate  Notice of Borrowing or Notice of  Extension/Conversion  or
(ii) in the case of any Letter of Credit, the Issuing Lender shall have received
an  appropriate  request  for  issuance  or  extension  in  accordance  with the
provisions of Section 2.3(b);

         (b) The  representations  and  warranties set forth in Section 5 and in
each of the other  Credit  Documents  shall be true and correct in all  material
respects as of such date (except for those which expressly  relate to an earlier
date,  in which  case  such  representations  and  warranties  shall be true and
correct in all material respects on and as of such earlier date);

         (c) There shall not have been  commenced  against  any Credit  Party an
involuntary  case under any applicable  bankruptcy,  insolvency or other similar
law now or hereafter in effect, or any case,  proceeding or other action for the
appointment   of  a  receiver,   liquidator,   assignee,   custodian,   trustee,
sequestrator (or similar official) of such Person or for any substantial part of
its  Property  or for  the  winding  up or  liquidation  of its  affairs,  which
involuntary  case or  other  case,  proceeding  or  other  action  shall  remain
undismissed, undischarged or unbonded;

         (d) No Default or Event of Default shall exist and be continuing either
prior to the making,  Conversion  or  Extension  of such Loan or the issuance or
extension of such Letter of Credit or after giving effect thereto;

         (e) No material  adverse  change  shall have  occurred or become  known
since  December 31, 1999 in the condition  (financial or  otherwise),  business,
assets, liabilities (actual or contingent),  historical or projected revenues or
cash flows, operations,  material relationships,  management or prospects of the
Consolidated Parties taken as a whole;

         (f) No material  adverse  change  shall have  occurred or become  known
since  March 31,  2000 in the  condition  (financial  or  otherwise),  business,
assets, liabilities (actual or contingent),  historical or projected revenues or
cash flows, operations,  material relationships,  management or prospects of the
Sponsor;

         (g)  Immediately  after  giving  effect to the  making,  Conversion  or
Extension of such Loan (and the  application of the proceeds  thereof) or to the
issuance or extension of such Letter of Credit,  as  applicable,  the  aggregate
principal amount of outstanding  Tranche A Revolving Loans,  Tranche B Revolving
Loans and the aggregate  amount of outstanding LOC Obligations  shall not exceed
any of the limitations applicable thereto set forth in Section 2; and

         (h)  The  delivery  of  each  Notice  of  Borrowing,   each  Notice  of
Extension/Conversion  and each request for the issuance or extension of a Letter
of Credit  pursuant to Section  2.3(b)  shall  constitute a  representation  and
warranty  by  the  Borrower  of the  correctness  of the  matters  specified  in
subsections (b), (c), (d), (e), (f) and (g) above.

                                    SECTION 5

                         REPRESENTATIONS AND WARRANTIES

         The Parent and the Borrower hereby represent, jointly and severally, to
the Administrative Agent and each Lender that:

         5.1  Financial Condition.

         (a) The audited  consolidated and  consolidating  balance sheets of the
Borrower  and  its  Subsidiaries  as of  December  31,  1999,  and  the  audited
consolidated  and  consolidating  statements of earnings and  statements of cash
flows of the  Borrower  and its  Subsidiaries  for the years ended  December 31,
1999, have heretofore been furnished to each Lender.  Such financial  statements
(including the notes thereto) (i) have been audited by Ernst & Young,  (ii) have
been  prepared in  accordance  with GAAP  consistently  applied  throughout  the
periods  covered thereby and (iii) present fairly (on the basis disclosed in the
footnotes to such  financial  statements)  the  consolidated  and  consolidating
financial  condition,  results of operations  and cash flows of the Borrower and
its  Subsidiaries as of such dates and for such periods.  The unaudited  interim
balance  sheets of the Borrower and its  Subsidiaries  as at the end of, and the
related  unaudited  interim  statements  of earnings and of cash flows for, each
fiscal month and quarterly period ended after December 31, 1999 and prior to the
Effective Date for which financial information is available have heretofore been
furnished to each Lender. Such interim financial statements for each such period
(i) have been prepared in accordance with GAAP consistently  applied  throughout
the  periods  covered  thereby,  except for the absence of  footnotes,  and (ii)
present fairly the consolidated and consolidating  financial condition,  results
of  operations  and cash flows of the Borrower and its  Subsidiaries  as of such
dates and for such  periods,  except for  recurring  annual  audit  adjustments.
During the period from December 31, 1999 to and  including  the Effective  Date,
there has been no sale,  transfer or other disposition by any Consolidated Party
of any material  part of the business or property of the  Consolidated  Parties,
taken as a whole,  and no  purchase or other  acquisition  by any of them of any
business or property  (including any capital stock of any other Person) material
in relation to the consolidated financial condition of the Consolidated Parties,
taken  as a  whole,  in each  case,  which  is not  reflected  in the  foregoing
financial  statements or in the notes  thereto.  Except as disclosed in Schedule
5.1,  the  balance  sheets  and the  notes  thereto  included  in the  foregoing
financial statements disclose all material liabilities, actual or contingent, of
the Borrower and its Subsidiaries as of the dates thereof.

         (b) As of the Effective Date, the Consolidated  Parties do not have any
material  liabilities,  actual or contingent,  or Preferred  Stock except (i) as
disclosed in the most recent interim balance sheet referred to in subsection (a)
above,  (ii) for items  disclosed in Schedule  5.1,  (iii) for accounts  payable
incurred in the ordinary course of business  consistent with past practice since
the date of the most recent interim  balance sheet referred to in subsection (a)
above,  (iv)  Indebtedness  under the Credit  Documents and (v) Indebtedness set
forth on Schedule 7.1.

         (c) The  financial  statements  delivered  to the  Lenders  pursuant to
Section  6.1(a) and (b), if any, (i) have been prepared in accordance  with GAAP
(except as may  otherwise be permitted  under  Section  6.1(a) and (b)) and (ii)
present  fairly  (on the basis  disclosed  in the  footnotes  to such  financial
statements,  if any) the consolidated  and  consolidating  financial  condition,
results  of  operations  and cash  flows of the  Borrower  and its  Consolidated
Subsidiaries as of the respective  dates thereof and for the respective  periods
covered thereby.

         Certain Payments. Except for dividends paid after the Effective Date as
permitted under this Amended Agreement, no dividends or other distributions have
been declared, paid or made upon the Capital Stock of any Consolidated Party nor
has any of the Capital Stock of any Consolidated  Party been redeemed,  retired,
purchased or otherwise acquired for value.

         Organization and Good Standing. Each of the Consolidated Parties (a) is
duly organized,  validly  existing and is in good standing under the laws of the
jurisdiction  of its  incorporation  or  organization,  (b) has the corporate or
other necessary power and authority, and the legal right, to own and operate its
Property,  to lease the  Property  it  operates  as lessee  and to  conduct  the
business in which it is currently engaged and (c) is duly qualified as a foreign
entity  and in good  standing  under  the laws of each  jurisdiction  where  its
ownership,  lease or  operation  of  Property  or the  conduct  of its  business
requires such qualification,  other than in such jurisdictions where the failure
to be so qualified and in good standing would not reasonably be expected to have
a Material Adverse Effect.

         Power;  Authorization;  Enforceable  Obligations.  Each  of the  Credit
Parties has the corporate or other necessary power and authority,  and the legal
right, to execute,  deliver and perform the Operative Documents to which it is a
party  and,  in the  case  of the  Borrower,  to  obtain  extensions  of  credit
hereunder,  and has taken  all  necessary  corporate  action  to  authorize  the
borrowings  and other  extensions of credit on the terms and  conditions of this
Amended  Agreement and to authorize the execution,  delivery and  performance of
the Operative  Documents to which it is a party. No consent or authorization of,
filing  with,  notice  to  or  other  similar  act  by  or in  respect  of,  any
Governmental Authority or any other Person is required to be obtained or made by
or on behalf of any Credit  Party in  connection  with the  borrowings  or other
extensions of credit  hereunder or with the  execution,  delivery,  performance,
validity or enforceability of the Operative Documents to which such Credit Party
is a party,  except for filings to perfect the Liens  created by the  Collateral
Documents. This Amended Agreement has been, and each other Operative Document to
which any Credit Party is a party will be, duly executed and delivered on behalf
of such  Credit  Party.  This  Amended  Agreement  constitutes,  and each  other
Operative  Document  to which any  Credit  Party is a party  when  executed  and
delivered will constitute,  a legal, valid and binding obligation of such Credit
Party,  enforceable  against such Person in accordance with its terms, except as
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and  by  general  equitable  principles  (whether
enforcement is sought by proceedings in equity or at law).

         No Conflicts. Neither the execution and delivery by any Credit Party of
the  Operative  Documents to which it is a party,  nor the  consummation  of the
transactions  contemplated  therein,  nor performance of and compliance with the
terms and provisions  thereof by such Credit Party, nor the exercise of remedies
by the Secured Parties under the Credit Documents,  will (a) violate or conflict
with any provision of its articles or certificate of  incorporation or bylaws or
other  organizational  or  governing  documents  of such  Person,  (b)  violate,
contravene or conflict with any  Requirement of Law  (including  Regulation U or
Regulation  X) applicable to it or its  Properties,  (c) violate,  contravene or
conflict with  contractual  provisions of, cause an event of default  under,  or
give rise to material increased, additional, accelerated or guaranteed rights of
any Person  under,  any  indenture,  loan  agreement,  mortgage,  deed of trust,
contract or other  agreement or instrument to which it is a party or by which it
may be bound,  or (d) result in or require the  creation of any Lien (other than
the Lien of the Collateral Documents) upon or with respect to its Properties.

         No Default.  As of the  Effective  Date,  no  Consolidated  Party is in
default  in any  respect  under  (a) any loan  agreement,  indenture,  mortgage,
security  agreement or other  agreement  relating to  Indebtedness  or any other
contract,  lease, agreement or obligation to which it is a party or by which any
of its Properties is bound which default could  reasonably be expected to have a
Material  Adverse  Effect  or (b) the  Junior  Subordinated  Note or the  Senior
Subordinated  Credit Facility.  As of the Effective Date, no Default or Event of
Default has occurred or exists.

         Assets. As of the Effective Date, each Consolidated  Party is the owner
of, and has good and marketable title to, all of its respective  assets and none
of such assets is subject to any Lien, other than Permitted  Liens,  which could
reasonably be expected to have a Material Adverse Effect.

         Litigation.  Except as disclosed in Schedule 5.8, there are no actions,
suits,  investigations  or  legal,  equitable,   arbitration  or  administrative
proceedings  pending for which  service of process or other  written  notice has
been received or, to the knowledge of any Credit  Party,  threatened  against or
affecting any  Consolidated  Party which could  reasonably be expected to have a
Material  Adverse Effect or which are pending or, to the knowledge of any Credit
Party, threatened as of the Effective Date.

         Taxes.  Each  Consolidated  Party has filed, or caused to be filed, all
tax returns (including  federal,  state, local and foreign tax returns) required
to be filed and paid (a) all amounts of taxes shown thereon to be due (including
interest and penalties)  and (b) all other taxes,  fees,  assessments  and other
governmental  charges  (including  mortgage  recording taxes,  documentary stamp
taxes and  intangibles  taxes) owing by it,  except for such taxes (i) which are
not yet  delinquent,  (ii) that are being  contested in good faith and by proper
proceedings  diligently  pursued,  and against which adequate reserves are being
maintained  in  accordance  with GAAP or (iii) the failure of which to pay would
not be reasonably  expected to have a Material  Adverse Effect.  No Credit Party
knows as of the Effective Date of any pending investigation of such party by any
taxing   authority  or  proposed  tax  assessments   against  it  or  any  other
Consolidated Party.

         Compliance with Law. Each Consolidated  Party is in compliance with all
Requirements of Law (including  Environmental  Laws)  applicable to it or to its
Properties,  except for any such failure to comply which could not reasonably be
expected  to  have a  Material  Adverse  Effect.  No  Requirement  of Law  could
reasonably be expected to cause a Material  Adverse Effect.  To the knowledge of
the Credit Parties,  as of the Effective Date, none of the Consolidated  Parties
or any of their  respective  material  Properties  or assets is subject to or in
default with respect to any judgment,  writ, injunction,  decree or order of any
court or other  Governmental  Authority.  Except as disclosed in Schedule  5.10,
none of the Consolidated Parties has received any written communication prior to
the Effective Date from any Governmental  Authority that alleges that any of the
Consolidated  Parties is not in  compliance  in any  material  respect  with any
Requirement  of Law,  except  for  allegations  that  have  been  satisfactorily
resolved and are no longer outstanding.

         ERISA. Except as disclosed in Schedule 5.11 and except, with respect to
any  Plan  or  Multiemployer  Plan  sponsored  or  contributed  to by any  ERISA
Affiliate of the Sponsor,  other than any Consolidated  Party, to the extent any
of the following would not, either individually or in the aggregate, result in a
Material Adverse Effect:

         (a)  During  the  five-year  period  prior to the  date on  which  this
representation is made or deemed made: (i) no ERISA Event has occurred,  and, to
the  knowledge  of the Credit  Parties,  no event or  condition  has occurred or
exists as a result of which any ERISA  Event  could  reasonably  be  expected to
occur,  with respect to any Plan; (ii) no "accumulated  funding  deficiency," as
such  term is  defined  in  Section  302 of ERISA and  Section  412 of the Code,
whether or not waived,  has occurred  with respect to any Plan;  (iii) each Plan
and, to the knowledge of the Credit Parties,  each  Multiemployer  Plan has been
maintained,  operated,  and  funded  in  compliance  with its own  terms  and in
material  compliance  with the  provisions  of ERISA,  the  Code,  and any other
applicable  federal  or state  laws;  and (iv) no lien in favor of the PBGC or a
Plan has arisen or is reasonably likely to arise on account of any Plan.

         (b) The  actuarial  present  value  of all  "benefit  liabilities"  (as
defined in Section  4001(a)(16)  of ERISA),  whether or not  vested,  under each
Plan,  as of the last  annual  valuation  date  prior to the date on which  this
representation is made or deemed made  (determined,  in each case, in accordance
with Financial  Accounting Standards Board Statement 87, utilizing the actuarial
assumptions used in such Plan's most recent actuarial valuation report), did not
exceed as of such  valuation  date the fair  market  value of the assets of such
Plan.

         (c)  Neither  any  Consolidated  Party  nor  any  ERISA  Affiliate  has
incurred,  or, to the  knowledge  of the  Credit  Parties,  could be  reasonably
expected to incur,  any withdrawal  liability  under ERISA to any  Multiemployer
Plan or Multiple  Employer Plan.  Neither any  Consolidated  Party nor any ERISA
Affiliate  would become subject to any withdrawal  liability  under ERISA if any
Consolidated  Party or any ERISA Affiliate were to withdraw  completely from all
Multiemployer  Plans and Multiple  Employer  Plans as of the valuation date most
closely preceding the date on which this  representation is made or deemed made.
Neither  any  Consolidated  Party  nor any  ERISA  Affiliate  has  received  any
notification  that  any  Multiemployer  Plan is in  reorganization  (within  the
meaning of Section 4241 of ERISA),  is insolvent  (within the meaning of Section
4245 of  ERISA),  or has been  terminated  (within  the  meaning  of Title IV of
ERISA),  and no  Multiemployer  Plan is, to the knowledge of the Credit Parties,
reasonably expected to be in reorganization, insolvent, or terminated.

         (d) No  prohibited  transaction  (within  the meaning of Section 406 of
ERISA or Section  4975 of the Code) or breach of  fiduciary  responsibility  has
occurred  with  respect  to a  Plan  which  has  subjected  or may  subject  any
Consolidated  Party or any ERISA  Affiliate to any liability  under Section 406,
409,  502(i)  or  502(1)  of ERISA or  Section  4975 of the  Code,  or under any
agreement or other instrument  pursuant to which any  Consolidated  Party or any
ERISA  Affiliate has agreed or is required to indemnify  any Person  against any
such liability.

         (e)  Neither any  Consolidated  Party nor any ERISA  Affiliate  has any
material   liability   with   respect  to  "expected   post-retirement   benefit
obligations"  within the meaning of the  Financial  Accounting  Standards  Board
Statement  106. Each Plan which is a welfare plan (as defined in Section 3(1) of
ERISA) to which  Sections 601 through 609 of ERISA and Section 4980B of the Code
apply has been  administered  in  compliance  in all  material  respects of such
sections.

         (f) Neither the  execution  and delivery of this Amended  Agreement nor
the  consummation  of the financing  transactions  contemplated  hereunder  will
involve any  transaction  which is subject to the  prohibitions of Sections 404,
406 or 407 of ERISA or in connection with which a tax could be imposed  pursuant
to Section 4975 of the Code.  The  representation  by the Credit  Parties in the
preceding  sentence is made in reliance  upon and subject to the accuracy of the
Lenders'  representation  in Section 10.15 with respect to their source of funds
and is subject, in the event that the source of the funds used by the Lenders in
connection  with  this  transaction  is an  insurance  company's  general  asset
account, to the application of Prohibited  Transaction Class Exemption 95-60, 60
Fed. Reg. 35,925 (1995),  compliance  with the regulations  issued under Section
401(c)(1)(A)  of ERISA,  or the  issuance  of any other  prohibited  transaction
exemption or similar relief, to the effect that assets in an insurance company's
general asset  account do not  constitute  assets of an "employee  benefit plan"
within the  meaning of Section  3(3) of ERISA of a "plan"  within the meaning of
Section 4975(e)(1) of the Code.

         Subsidiaries.  Schedule 5.12 sets forth a complete and accurate list as
of the Effective Date of all  Subsidiaries  of the Borrower.  Schedule 5.12 sets
forth as of the Effective Date the  jurisdiction of  incorporation  of each such
Subsidiary,  the number of  authorized  shares of each class of Capital Stock of
each such Subsidiary,  the number of outstanding shares of each class of Capital
Stock, the number and percentage of outstanding  shares of each class of Capital
Stock of each such Subsidiary owned (directly or indirectly) by any Person;  and
the number and effect,  if  exercised,  of all  outstanding  options,  warrants,
rights of conversion  or purchase and all other  similar  rights with respect to
Capital Stock of each such Subsidiary. All the outstanding Capital Stock of each
Subsidiary of the Borrower is validly issued, fully paid and non-assessable and,
as of the Effective Date, is owned by the Borrower, directly or indirectly, free
and  clear  of  all  Liens  (other  than  those  arising  under  the  Collateral
Documents).  Other than as set forth in Schedule 5.12, as of the Effective Date,
no  such  Subsidiary  has  outstanding  any  securities   convertible   into  or
exchangeable for its Capital Stock nor does any such Person have outstanding any
rights to  subscribe  for or to purchase or any options for the  purchase of, or
any agreements  providing for the issuance  (contingent or otherwise) of, or any
calls,  commitments  or claims of any character  relating to, its Capital Stock.
The Parent has no Subsidiaries, other than the Borrower and its Subsidiaries.

         Governmental Regulations,  Etc. (a) No part of the Letters of Credit or
proceeds of the Loans will be used,  directly or indirectly,  for the purpose of
purchasing or carrying any "margin stock" within the meaning of Regulation U, or
for the  purpose of  purchasing  or carrying  or trading in any  securities.  If
requested by any Lender or the  Administrative  Agent, the Borrower will furnish
to the Administrative  Agent and each Lender a statement to the foregoing effect
in conformity with the  requirements of FR Form U-1 referred to in Regulation U.
No indebtedness being reduced or retired out of the proceeds of the Loans was or
will be incurred  for the purpose of  purchasing  or carrying  any margin  stock
within the meaning of Regulation U or any "margin  security"  within the meaning
of  Regulation  T. "Margin  stock"  within the meaning of  Regulation U does not
constitute  more  than  25%  of the  value  of the  consolidated  assets  of the
Consolidated  Parties.  None of the  transactions  contemplated  by this Amended
Agreement  (including  the direct or indirect  use of the proceeds of the Loans)
will violate or result in a violation of the Securities Act of 1933, as amended,
the Exchange Act or regulations  issued pursuant thereto,  or Regulation T, U or
X.

         (b) No  Consolidated  Party is subject to  regulation  under the Public
Utility  Holding  Company Act of 1935,  the Federal Power Act or the  Investment
Company Act of 1940, each as amended. In addition,  no Consolidated Party is (i)
an  "investment  company"  registered  or  required to be  registered  under the
Investment  Company Act of 1940, as amended,  (ii) controlled by such a company,
or (iii) a "holding company", a "subsidiary company" of a "holding company",  or
an  "affiliate"  of a  "holding  company"  or of a  "subsidiary"  of a  "holding
company",  within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

         (c) No director, executive officer or principal holder of Capital Stock
of  any  Consolidated  Party  is a  director,  executive  officer  or  principal
shareholder  of any  Lender.  For the  purposes  hereof  the  terms  "director",
"executive officer" and "principal shareholder" (when used with reference to any
Lender) have the respective  meanings assigned thereto in Regulation O issued by
the Board of Governors of the Federal Reserve System.

         (d) Each  Consolidated  Party has  obtained and holds in full force and
effect  all  franchises,   licenses,  permits,   certificates,   authorizations,
qualifications,  accreditations,  easements,  rights  of way and  other  rights,
consents and approvals  which are necessary for the ownership of its  respective
Property and to the conduct of its respective businesses as presently conducted.

         (e) Each  Consolidated  Party is current with all material  reports and
documents,  if any,  required  to be filed with any state or federal  securities
commission or similar agency and is in full compliance in all material  respects
with all applicable rules and regulations of such commissions.

         Purpose of Loans and Letters of Credit.  The  proceeds of the Tranche A
Revolving  Loans  and the  Tranche  B  Revolving  Loans  made on and  after  the
Effective  Date  will  be  used  solely  to  provide  for  the  working  capital
requirements of the Borrower and its Subsidiaries and for the general  corporate
purposes of the Borrower and its Subsidiaries, including Permitted Acquisitions.
The Letters of Credit shall be used only for or in connection with appeal bonds,
reimbursement  obligations  arising in  connection  with surety and  reclamation
bonds,  reinsurance,  domestic or  international  trade  transactions  and other
obligations  relating  to  transactions  entered  into by the  Borrower  and its
Subsidiaries in the ordinary course of business.

         Environmental Matters.  Except as disclosed in Schedule 5.15:
         ---------------------                          -------------

         (a) Each of the  facilities  and  properties  currently  or  previously
owned, leased or operated by the Consolidated Parties (the "Company Properties")
and all operations at the Company Properties are in material compliance with all
applicable  Environmental  Laws,  and  there  is no  material  violation  of any
Environmental  Law with  respect to the  Company  Properties  or the  businesses
operated  by the  Consolidated  Parties  (the  "Businesses"),  and  there are no
conditions or circumstances  relating to the Businesses or Company Properties or
any former facilities, properties or businesses of the Consolidated Parties that
is reasonably  likely to give rise to liability of any Consolidated  Party under
any  applicable  Environmental  Laws or under any agreement or other  instrument
pursuant to which any Consolidated  Party has agreed or is required to indemnify
any Person against any such liability.

         (b) None of the Company  Properties  contains,  or, to the knowledge of
the Borrower,  has previously contained,  any Materials of Environmental Concern
at, on or under  the  Company  Properties  in  amounts  or  concentrations  that
constitute or  constituted a violation of, or is reasonably  likely to give rise
to liability of any Consolidated  Party under,  Environmental  Laws or under any
agreement  or other  instrument  pursuant  to which any  Consolidated  Party has
agreed or is required to indemnify any Person against any such liability.

         (c) No Consolidated  Party has received prior to the Effective Date any
written  or  verbal  notice  of,  or  inquiry  from any  Governmental  Authority
regarding,  any  violation,  alleged  violation,  non-compliance,  liability  or
potential   liability  regarding   environmental   matters  or  compliance  with
Environmental  Laws  with  regard  to  any  of  the  Company  Properties  or the
Businesses,  nor does any Consolidated Party have knowledge or reason to believe
as of the  Effective  Date that any such  notice  will be  received  or is being
threatened.

         (d) Materials of  Environmental  Concern have not been  transported  or
disposed  of from the  Company  Properties,  or  generated,  treated,  stored or
disposed of at, on or under any of the Company Properties or any other location,
in each case by or on behalf of any Consolidated  Party in violation of, or in a
manner that is reasonably  likely to give rise to liability of any  Consolidated
Party under,  any applicable  Environmental  Law or under any agreement or other
instrument pursuant to which any Consolidated Party has agreed or is required to
indemnify any Person against any such liability.

         (e) No judicial proceeding or governmental or administrative  action is
pending  or,  to the  knowledge  of any  Credit  Party,  threatened,  under  any
Environmental  Law to  which  any  Consolidated  Party  is or will be named as a
party, nor are there any consent decrees, consent orders, administrative orders,
other  decrees  or  orders  or other  administrative  or  judicial  requirements
outstanding  under  any  Environmental  Law  with  respect  to the  Consolidated
Parties, the Company Properties or the Businesses.

         (f) There has been no  release or threat of  release  of  Materials  of
Environmental  Concern at or from the  Company  Properties,  or arising  from or
related to the  operations  (including  disposal) of any  Consolidated  Party in
connection  with the Company  Properties  or  otherwise in  connection  with the
Businesses,  in  violation  of or in amounts or in a manner  that is  reasonably
likely to give rise to liability under Environmental Laws or under any agreement
or other instrument  pursuant to which any  Consolidated  Party has agreed or is
required to indemnify any Person against any such liability.

         Intellectual Property.  Except as disclosed in Schedule 5.16:
         ---------------------                          -------------

         (a) Each  Consolidated  Party owns,  or has the legal right to use, all
trademarks,  tradenames,  copyrights,  service  marks,  proprietary  techniques,
patents, patent applications,  trade secrets, technology, know-how and processes
(the "Intellectual Property") necessary for each of them to conduct its business
as  currently  conducted  except for those the failure to own or have such legal
right to use could not reasonably be expected to have a Material Adverse Effect.
All material  Intellectual Property owned by any Consolidated Party (is referred
to  herein as the  "Material  Owned  Intellectual  Property")  and all  material
Intellectual  Property that any Consolidated Party has the right to use, but not
ownership of  "Material  Licensed  Intellectual  Property."  The Material  Owned
Intellectual  Property  and  the  Material  Licensed  Intellectual  Property  is
referred to collectively as the "Material Intellectual Property".  Schedule 5.16
sets forth a complete and accurate list as of the Effective  Date of each of the
Material  Owned  Intellectual  Property and the Material  Licensed  Intellectual
Property. None of the Consolidated Parties has granted any options,  licenses or
agreements of any kind relating to Material Intellectual Property.

         (b) No claim has been asserted and is pending by any Person challenging
or questioning the use, ownership or enforceability of any Material Intellectual
Property or the validity or effectiveness of any Material Intellectual Property,
nor does any Credit  Party know of any such  claim,  and to the Credit  Parties'
knowledge  the use of the  Material  Intellectual  Property by any  Consolidated
Party does not  infringe on the rights of any Person.  None of the  Consolidated
Parties is in breach of any material  provision of any  license,  sublicense  or
other  agreement  which  relates to any of the  Material  Licensed  Intellectual
Property, and none of the Consolidated Parties have taken any action which would
impair  or  otherwise  adversely  affect  its  rights  in any  of  the  Material
Intellectual Property. All the Material Owned Intellectual Property is valid and
enforceable,  except  that,  with  respect to the  applications  to register any
unregistered  Intellectual  Property  (but not with  respect  to the  underlying
Intellectual  Property  rights that are the subject of such  applications),  the
Credit Parties only represent and warrant that such applications are pending and
in good standing all without challenge of any kind.

         (c) The Material  Owned  Intellectual  Property has been  maintained in
confidence in accordance with protection procedures  customarily used to protect
rights of like  importance.  To the knowledge of the Credit Parties,  all former
and current members of management and key personnel of each Consolidated  Party,
including all former and current employees,  agents, consultants and independent
contractors  who have  contributed  to or  participated  in the  conception  and
development of any of the Material Owned  Intellectual  Property  (collectively,
"Personnel"),   have  executed  and  delivered  to  such  Consolidated  Party  a
proprietary  information  agreement  restricting such Person's right to disclose
proprietary  information  of  the  Consolidated  Parties  and  their  respective
clients.  All  former  and  current  Personnel,  either (A) have been party to a
"work-for-hire"  arrangement  or agreement  with the  Consolidated  Parties,  in
accordance  with  applicable  Federal  and  state  law,  that has  accorded  the
Consolidated  Parties full,  effective,  exclusive and original ownership of all
tangible  and  intangible   property   thereby  arising  or  (B)  have  executed
appropriate  instruments of assignment in favor of the  Consolidated  Parties as
assignee that have  conveyed to the  Consolidated  Parties  full,  effective and
exclusive  ownership of all tangible and intangible property thereby arising. No
former or current  Personnel have any claim against the Consolidated  Parties in
connection  with such Person's  involvement in the conception and development of
any Intellectual  Property and no such claim has been asserted or is threatened.
None of the current  officers and employees of any of the  Consolidated  Parties
have any patents issued or applications pending for any device,  process, design
or invention of any kind now used or needed by any of the  Consolidated  Parties
in the  furtherance of its business  operations,  which patents or  applications
have not been assigned to the  Consolidated  Parties,  with such assignment duly
recorded in the United States Patent Office.

         Solvency.   Each  Credit  Party  is  and,  after  consummation  of  the
transactions  contemplated by this Amended Agreement, will be Solvent. The total
amount  of any  distributions  paid  by the  Borrower  in  connection  with  the
transactions  contemplated  by the  Acquisition  Agreement  will not  exceed the
aggregate amount of funds of the Borrower legally available therefor at the time
of consummation of the Acquisition.

         Investments.  All Investments of any  Consolidated  Party are Permitted
Investments.

         Location of  Collateral.  Schedule  5.19(a)  sets forth a complete  and
accurate  list as of the Effective  Date of (i) each real property  owned by the
Consolidated  Parties  and (ii) each real  property  leased by the  Consolidated
Parties for which  annual  rental  payments  exceed  $50,000,  in each case with
street address,  county,  state and country where located. Set forth on Schedule
5.19(b) is a complete and  accurate  list as of the  Effective  Date of all real
property  asset in which any Credit  Party has a fee interest  and/or  leasehold
interest with street address, county, state and country where located. Set forth
on Schedule  5.19(c) is a complete and accurate list as of the Effective Date of
all locations where any tangible personal property of a Credit Party is located,
including  county and state where located.  Set forth on Schedule 5.19(d) is the
chief  executive  office and  principal  place of business of each  Consolidated
Party as of the Effective Date.

         Disclosure. Neither this Amended Agreement nor any financial statements
delivered to the Lenders  pursuant  hereto nor any other document or certificate
furnished to the Lenders in writing by or on behalf of any Consolidated Party in
connection  with  the  transactions   contemplated   hereby  (other  than  final
projections)  contains any untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements  contained  therein or
herein not misleading.  All financial  projections that have been made available
to the  Administrative  Agent or the  Lenders by any  Consolidated  Party or any
representatives thereof in connection with the transactions  contemplated hereby
have  been  prepared  in good  faith  based  upon  assumptions  believed  by the
Consolidated Parties to be reasonable.

         No Burdensome  Restrictions;  Material Agreements.  (a) No Consolidated
Party  is a party  to any  agreement  or  instrument  or  subject  to any  other
obligation  or any charter or  corporate  restriction  or any  provision  of any
applicable  law, rule or regulation  which,  individually  or in the  aggregate,
could  reasonably be expected to have a Material  Adverse Effect.  Schedule 5.21
sets  forth  a  complete  and  accurate  list as of the  Effective  Date of each
agreement, contract, lease, license, commitment or other instrument to which any
Consolidated Party is a party or by which it or any of its Properties are or may
be  bound,  after  giving  effect  to  the  transactions   contemplated  by  the
Acquisition  Agreement,  the  loss  of  which  could,  individually  or  in  the
aggregate,   reasonably   be  expected  to  have  a  Material   Adverse   Effect
(collectively, the "Material Contracts").

         (b) Except as set forth in Schedule  5.21,  as of the  Effective  Date,
each Material  Contract will be in all material  respects valid,  binding and in
full force and effect and will be  enforceable by the Borrower or the Subsidiary
of the Borrower which is a party thereto in accordance with its terms, except as
affected  by  bankruptcy,  insolvency,  fraudulent  conveyance,  reorganization,
moratorium or similar laws  affecting  creditors'  rights  generally and general
equitable  principles  (whether  in  equity  or at law).  Except as set forth in
Schedule  5.21,  as of  the  Effective  Date,  each  of  the  Borrower  and  the
Subsidiaries  will have  performed  in all  material  respects  all  obligations
required to be performed by it to date under the Material  Contracts and it will
not be (with or without  the lapse of time or the giving of notice,  or both) in
breach or default in any material  respect  thereunder  and, to the knowledge of
the Credit  Parties,  no other party to any of the  Material  Contracts  will be
(with or without  the lapse of time or the giving of notice,  or both) in breach
or default in any material respect thereunder. As of the Effective Date, neither
the Borrower nor any of the Subsidiaries, nor, to the knowledge of the Borrower,
any other party to any Material Contract,  will have given notice of termination
of, or taken any action  inconsistent  with the  continuation  of, any  Material
Contract.  As of the  Effective  Date,  none of such other parties will have any
presently  exercisable  right to terminate any Material Contract for any reason,
including as a result of the execution, delivery or performance of the Operative
Documents,   the  collateral   assignment  of  such  Material  Contract  to  the
Administrative  Agent  on  behalf  of the  Lenders  or the  consummation  of the
transactions  contemplated by the Acquisition Agreement,  except as set forth on
Schedule 5.21.

         (c) As of the Effective Date, none of the Consolidated  Parties has any
knowledge  of  any  actual  or  threatened  materially  adverse  change  in  the
relationship between any Consolidated Party and any material customer,  supplier
distributor or other party with whom such Consolidated Party does business.

         Labor  Matters.  Except as  disclosed  in Schedule  5.22,  there are no
collective  bargaining  agreements or Multiemployer Plans covering the employees
of a Consolidated  Party as of the Effective  Date and none of the  Consolidated
Parties has suffered any strike,  walkout, work stoppage,  unfair labor practice
complaint or other material labor difficulty  within the five years prior to the
Effective  Date.  To the  knowledge of the Credit  Parties,  as of the Effective
Date, no union  representation  question exists with respect to the employees of
the Consolidated  Parties and no union  organizing  activities are taking place.
The hours worked by and payments made to employees of the  Consolidated  Parties
have not been in violation in any material  respect of the Fair Labor  Standards
Act or any other applicable  Federal,  state,  local or foreign law dealing with
such matters.  All payments due from any  Consolidated  Party,  or for which any
claim may be made against any Consolidated Party, on account of wages,  employee
health and welfare  insurance or other benefits,  have been paid or accrued as a
liability on the books of the Consolidated Parties.

         Nature of Business.  As of the Effective Date, the Consolidated Parties
are  engaged  in  the  business  of  managing  and  marketing  coal   combustion
by-products  and other  by-products and the business of the manufacture and sale
of construction materials.

         Representations  and  Warranties  from  Other  Agreements.  As  of  the
Effective  Date,  each  of  the  representations  and  warranties  made  by  any
Consolidated Party and the Sponsor in any of the Operative Documents is true and
correct in all material respects.

         Security  Documents.  (a) The Security Agreement is effective to create
in favor of the  Administrative  Agent,  for the ratable  benefit of the Secured
Parties,  a legal, valid and enforceable first priority security interest in the
Collateral  (as defined in the Security  Agreement),  other than Real Estate (as
defined in the Security  Agreement)  and, the Security  Agreement  constitutes a
fully perfected Lien on, and security interest in, all right, title and interest
of the  grantors  thereunder  in  such of the  Collateral  in  which a  security
interest can be perfected under Article 8 or 9 of the Uniform  Commercial  Code,
in each case prior and  superior in right to any other  Person,  other than with
respect to Permitted Liens.

         (b) The Security  Agreement  constitutes a fully perfected Lien on, and
security interest in, all right,  title and interest of the grantors  thereunder
in the  Intellectual  Property covered in the Security  Agreement,  in each case
prior and  superior  in right to any other  Person  (it  being  understood  that
subsequent  recordings in the United States Patent and Trademark  Office and the
United States  Copyright Office may be necessary to perfect a lien on registered
trademarks, trademark applications and copyrights acquired by the grantors after
the Effective Date).

         (c) The  Administrative  Agent,  for the ratable benefit of the Secured
Parties,  will at all  times  have  the  Liens  provided  for in the  Collateral
Documents and, subject to the filing by the Administrative Agent of continuation
statements to the extent required by the Uniform Commercial Code, the Collateral
Documents will at all times constitute a valid and continuing lien of record and
first priority  perfected  security  interest in all the Collateral  referred to
therein,  except as priority may be affected by Permitted  Liens.  No filings or
recordings are required in order to perfect the security interests created under
the Collateral  Documents,  except for filings or recordings  listed on Schedule
5.25(c).

         Transactions with Affiliates.  Except as set forth in Schedule 5.26 and
except for agreements and  arrangements  among the Borrower and its Wholly Owned
Subsidiaries  or among Wholly Owned  Subsidiaries  of the Borrower,  neither the
Borrower  nor any of its  Subsidiaries  will be, a party  to or  engaged  in any
transaction  with,  and none of the properties and assets of the Borrower or any
of its Subsidiaries  will be subject to or bound by any agreement or arrangement
with, (a) any Affiliate of any Consolidated Party, (b) the Sponsor or any of its
Affiliates.

         Ownership.  (a) The authorized  Capital Stock of the Parent consists of
(i) 500,000 shares of the common stock, $0.01 par value, of which 495,000 shares
are issued and  outstanding  on the  Effective  Date and (ii)  35,000  shares of
Series A Preferred Stock and 35,050 shares of Series B Preferred  Stock,  all of
which are outstanding.  All of the outstanding shares of the common stock of the
Parent and the Borrower have been duly and validly  authorized  and issued,  are
fully paid and nonassessable, and were not issued in violation of the preemptive
rights of any  stockholder.  The Parent owns good, valid and marketable title to
all the outstanding common stock of the Borrower, free and clear of all Liens of
every kind, whether absolute, matured, contingent or otherwise, other than those
arising under the Collateral Documents. Other than as set forth on Schedule 5.27
and except for the Warrants and the Stock Purchase Warrants, as of the Effective
Date,  the  Borrower  has  no  outstanding   securities   convertible   into  or
exchangeable  for its Capital Stock,  no outstanding  rights to subscribe for or
purchase  its Capital  Stock,  no  outstanding  options for the  purchase of its
Capital  Stock,  no  agreements   providing  for  the  issuance  (contingent  or
otherwise) of its Capital Stock,  no incentive  units,  phantom stock or similar
arrangements  and no calls,  commitments or claims of any character  relating to
its  Capital  Stock.  Except as set forth on  Schedule  5.27 and  except for the
Stockholders Agreement, there are no shareholders agreements or other agreements
pertaining  to the  Parent's  beneficial  ownership  of the common  stock of the
Borrower,  including any  agreement  that would  restrict the Parent's  right to
dispose of such common stock and/or its right to vote such common stock.

         (b)  Schedule  5.27  sets  forth  a true  and  accurate  list as of the
Effective  Date of each holder of Capital  Stock of the Parent or the  Borrower,
indicating  the name of each such holder and the Capital Stock held by each such
Person.  Except as set forth on  Schedule  5.27 and except for the  Stockholders
Agreement,  there are no shareholders  agreements or other agreements pertaining
to the Sponsor Group's  beneficial  ownership of the common stock of the Parent,
including any agreement that would restrict the Sponsor Group's right to dispose
of such common stock and/or its right to vote such common stock.

         Insurance.  The  Consolidated  Parties  maintain  policies  of fire and
casualty,  liability, business interruption and other forms of insurance in such
amounts,  with such  deductibles  and  against  such  risks and losses as are in
accordance  with normal  industry  practice  for the  business and assets of the
Consolidated  Parties.  All such  policies  are in full  force and  effect,  all
premiums  due and payable  thereon  have been paid (other  than  retroactive  or
retrospective  premium  adjustments that are not yet, but may be, required to be
paid with respect to any prior period under comprehensive  general liability and
workmen's  compensation  insurance  policies),  and no notice of cancellation or
termination has been received with respect to any such policy which has not been
replaced on substantially  similar terms prior to the date of such cancellation.
The activities and operations of the Consolidated Parties have been conducted in
a manner so as to conform in all material respects to all applicable  provisions
of such insurance  policies.  Schedule 5.28 sets forth the insurance coverage of
the Consolidated  Parties by carrier,  policy number,  expiration date, type and
amount as of the Effective Date.

         Licenses.  Schedule  5.29  contains  a true  and  complete  list of all
Licenses  (including,  without  limitation,  any issued by the  Federal  Highway
Administration or by the Department of  Transportation)  used in and material to
the business or operations of the Consolidated Parties, setting forth the owner,
the function and the expiration and renewal date of each. Except as disclosed on
Schedule 5.29:

         (a) the Consolidated  Parties own or validly hold all Licenses that are
material to their respective business or operations;

         (b) each License listed on Schedule 5.29 is valid,  binding and in full
force and effect; and                -------------

         (c) no Consolidated Party is, or has received any notice that it is, in
default  (or with the  giving of  notice  or lapse of time or both,  would be in
default) under any such License.

         Year 2000  Compliance.  The  Borrower  has (a)  initiated  a review and
assessment  of all areas within its and each of its  Subsidiaries'  business and
operations  (including  those  affected by suppliers  and vendors) that could be
adversely  affected by the "Year 2000 Problem"  (that is, the risk that computer
applications  used by the Borrower or any of its  Subsidiaries (or its suppliers
and  vendors)  may be unable to recognize  and perform  properly  date-sensitive
functions  involving  certain  dates  prior  to,  including  and any date  after
December 31, 1999),  (b) developed a plan and timeline for  addressing  the Year
2000  Problem  on a  timely  basis,  and  (c) to  date,  implemented  that  plan
substantially  in  accordance  with  that  timetable.  The  Borrower  reasonably
believes that all computer  applications  (including  those of its suppliers and
vendors)  that are  material  to its or any of its  Subsidiaries'  business  and
operations  will on a timely  basis be able to perform  properly  date-sensitive
functions for all dates before, including and after January 1, 2000 (that is, be
"Year 2000  Compliant"),  except to the extent that a failure to do so could not
reasonably be expected to have Material Adverse Effect.

                                    SECTION 6

                              AFFIRMATIVE COVENANTS

         The Parent and the  Borrower  hereby  covenant  and agree,  jointly and
severally,  that so long as this  Amended  Agreement is in effect or any amounts
payable  hereunder or under any other Credit  Document shall remain  outstanding
and until all of the Commitments hereunder shall have terminated and all Letters
of Credit shall have expired or been cancelled:

         Information  Covenants.  The  Borrower  will  furnish,  or  cause to be
furnished, to the Administrative Agent and each of the Lenders:

         Annual  Financial  Statements.  As soon as available,  and in any event
within 90 days after the end of each fiscal year of the Parent,  a  consolidated
and  consolidating  balance  sheet and  income  statement  of the Parent and its
Consolidated  Subsidiaries,  as of the end of such fiscal  year,  together  with
related  consolidated  and  consolidating  statements of operations and retained
earnings and of cash flows for such fiscal year,  setting  forth in  comparative
form consolidated and  consolidating  figures for the preceding fiscal year, all
such  financial  statements to be in  reasonable  form and detail and audited by
independent   certified  public  accountants  of  recognized  national  standing
reasonably  acceptable to the Administrative Agent and accompanied by an opinion
of such  accountants  (which  shall not be  qualified or limited in any material
respect)  to the effect that such  financial  statements  have been  prepared in
accordance with GAAP and fairly present the consolidated  financial position and
consolidated  results  of  operations  and  cash  flows  of the  Parent  and its
Consolidated  Subsidiaries in accordance with GAAP consistently  applied (except
for changes with which such accountants concur).

         Monthly Financial  Statements.  As soon as available,  and in any event
within 45 days after the end of each month in each fiscal year of the Parent,  a
consolidated and consolidating  balance sheet of the Parent and its Consolidated
Subsidiaries as of the end of such month, together with related consolidated and
consolidating  statements of operations and retained  earnings and of cash flows
for such month and the then elapsed  portion of such fiscal year,  setting forth
in comparative form consolidated and consolidating figures for the corresponding
period of the  preceding  fiscal year,  all such  financial  statements to be in
reasonable  form and  detail and  reasonably  acceptable  to the  Administrative
Agent,  and accompanied by a certificate of the chief  financial  officer of the
Parent to the effect that such monthly  financial  statements have been prepared
in  accordance  with  GAAP and  fairly  present  in all  material  respects  the
consolidated  financial position and consolidated results of operations and cash
flows of the Parent and its  Consolidated  Subsidiaries  in accordance with GAAP
consistently  applied,  subject to changes  resulting from normal year-end audit
adjustments.

         Officer's  Certificate.  At the  time  of  delivery  of  the  financial
statements  provided for in Sections  6.1(a) and 6.1(b) above,  a certificate of
the chief financial officer of the Borrower substantially in the form of Exhibit
M (i) demonstrating compliance with the financial covenants contained in Section
7.19 by  calculation  thereof  as of the end of each such  fiscal  period,  (ii)
stating that no Default or Event of Default  exists,  or if any Default or Event
of Default does exist,  specifying the nature and extent thereof and what action
the Borrower  proposes to take with respect  thereto and (iii) stating  whether,
since the date of the most  recent  financial  statements  delivered  hereunder,
there  has  been  any  material  change  in the  generally  accepted  accounting
principles applied in the preparation of the financial  statements of the Parent
and its Consolidated Subsidiaries, and, if so, describing such change.

         Annual Business Plan and Budgets.  At least 30 days prior to the end of
each fiscal year of the Borrower, beginning with the fiscal year ending December
31,  2000,  an  annual  business  plan  and  budget  of  the  Borrower  and  its
Consolidated  Subsidiaries  containing,  among other things, projected financial
statements for the next fiscal year.

         Compliance With Certain Provisions of this Amended Agreement. Within 90
days after the end of each fiscal year of the Borrower, a certificate containing
information  regarding the amount of Net Cash  Proceeds from Asset  Dispositions
(other than Excluded Asset  Dispositions),  Debt Issuances  (other than Excluded
Debt Issuances) and Equity Issuances (other than Excluded Equity Issuances) that
were made during the prior fiscal year.

         Accountant's Certificate.  Within the period for delivery of the annual
financial  statements  provided  for in Section  6.1(a),  a  certificate  of the
accountants  conducting  the annual audit  stating that they have  reviewed this
Amended  Agreement and stating  further  whether,  in the course of their audit,
they have  become  aware of any  Default  or Event of Default  and,  if any such
Default or Event of Default exists,  specifying the nature and extent thereof as
it relates to accounting matters.

         Auditor's  Reports.  Promptly upon receipt thereof, a copy of any other
report or  "management  letter"  submitted  by  independent  accountants  to any
Consolidated  Party in connection  with any annual,  interim or special audit of
the books of such Consolidated Party.

         Reports.  Promptly upon transmission or receipt thereof,  (i) copies of
all filings and  registrations  with, and reports to or from, the Securities and
Exchange  Commission,  or any  successor  agency,  and  copies of all  financial
statements,  proxy  statements,  notices and reports as any  Consolidated  Party
shall send to its  shareholders or to a holder of any  Indebtedness  owed by any
Consolidated Party in its capacity as such a holder and (ii) upon the request of
the  Administrative  Agent or the  Required  Lenders,  all  reports  and written
information to and from the United States  Environmental  Protection  Agency, or
any state or local agency  responsible  for  environmental  matters,  the United
States  Occupational  Health  and Safety  Administration,  or any state or local
agency  responsible for health and safety matters,  or any successor agencies or
authorities concerning environmental, health or safety matters.

         Notices.  Upon  obtaining  knowledge  thereof,  the Borrower  will give
written notice to the Administrative  Agent immediately of (i) the occurrence of
any event or condition  consisting of a Default or Event of Default,  specifying
the nature and existence  thereof and what action the Borrower  proposes to take
with respect  thereto,  and (ii) the  occurrence  of any of the  following  with
respect to any  Consolidated  Party:  (A) the  pendency or  commencement  of any
litigation,  arbitral or  governmental  proceeding  against such Person which if
adversely  determined  could  reasonably be expected to have a Material  Adverse
Effect;  or (B) the  institution  of any  proceedings  against  such Person with
respect to, or the receipt of notice by such Person of  potential  liability  or
responsibility  (direct or indirect) for violation,  or alleged violation of any
federal, state or local law, rule or regulation,  including  Environmental Laws,
the violation of which could  reasonably be expected to have a Material  Adverse
Effect.

         ERISA.  The  Borrower  will give written  notice to the  Administrative
Agent  promptly  (and in any event  within  five (5)  Business  Days)  after any
officer of any Consolidated Party obtains knowledge thereof of: (i) any event or
condition,  including any Reportable Event,  that constitutes,  or is reasonably
likely to lead to, an ERISA Event; (ii) with respect to any Multiemployer  Plan,
the receipt of notice as  prescribed  in ERISA or  otherwise  of any  withdrawal
liability assessed against the Borrower or any of its ERISA Affiliates,  or of a
determination  that any  Multiemployer  Plan is in  reorganization  or insolvent
(both  within the meaning of Title IV of ERISA);  (iii) the failure to make full
payment on or before the due date (including  extensions) thereof of all amounts
which any Consolidated Party or any ERISA Affiliate is required to contribute to
each Plan  pursuant to its terms and as  required  to meet the  minimum  funding
standard  set  forth in ERISA  and the Code with  respect  thereto;  or (iv) any
change in the  funding  status of any Plan that could  have a  Material  Adverse
Effect,  together with a description of any such event or condition or a copy of
any such notice and a statement by the chief  financial  officer of the Borrower
briefly setting forth the details regarding such event,  condition or notice and
the action,  if any, which has been or is being taken or is proposed to be taken
by the Borrower with respect  thereto.  Promptly upon request,  the Consolidated
Parties  shall  furnish  the  Administrative  Agent  and the  Lenders  with such
additional  information  concerning  any  Plan as may be  reasonably  requested,
including copies of each annual report/return (Form 5500 series), as well as all
schedules and  attachments  thereto  required to be filed with the Department of
Labor  and/or  the  Internal  Revenue  Service  pursuant  to ERISA and the Code,
respectively,  for each "plan  year"  (within  the  meaning of Section  3(39) of
ERISA) as to any Plan maintained by them.

         (k)  Environmental.

                  (i) Upon the written request of the  Administrative  Agent, if
the Administrative  Agent has determined (in the exercise of its reasonable good
faith  discretion)  that  Materials  of  Environmental  Concern may exist on any
Company  Properties in amounts or  concentrations  that are reasonably likely to
give rise to liability of any  Consolidated  Party under  Environmental  Laws or
that a material violation of Environmental Laws at Company Properties may exist,
then the  Consolidated  Parties  will  furnish or cause to be  furnished  to the
Administrative   Agent,  at  the  expense  of  the  Borrower,  a  report  of  an
environmental  assessment of reasonable scope, form and depth (including,  where
appropriate,  invasive soil or groundwater  sampling) by a consultant acceptable
to the  Administrative  Agent as to the nature and extent of the presence of any
Materials  of  Environmental  Concern on any  Company  Properties  and as to the
compliance  by any  Consolidated  Party with  Environmental  Laws at the Company
Properties.  If any  Consolidated  Party fails to deliver such an  environmental
report within seventy-five (75) days after receipt of such written request, then
the  Administrative  Agent may  arrange  for the same,  and the  Parent  and the
Borrower  hereby  grant,  and agree to cause the other  Consolidated  Parties to
grant,  to the  Administrative  Agent  and their  representatives  access to the
Company Properties to reasonably undertake such an assessment (including,  where
appropriate,  invasive soil or groundwater sampling). The reasonable cost of any
assessment arranged by the Administrative Agent pursuant to this provision shall
be  payable  by the  Borrower  on demand  and shall be added to the  obligations
secured by the Collateral Documents.

                  (ii) The  Consolidated  Parties  will conduct and complete all
investigations,  studies,  sampling,  and testing and all remedial,  removal and
other actions  necessary to address all Materials of  Environmental  Concern on,
from or affecting any of the Company Properties to the extent necessary to be in
compliance  with all  Environmental  Laws and with the validly issued orders and
directives of all Governmental  Authorities with  jurisdiction  over the Company
Properties  to the  extent  any  failure  to take the  foregoing  actions  could
reasonably  be  expected  to  have  a  Material  Adverse  Effect.  The  Borrower
acknowledges and agrees that if any  Consolidated  Party fails to perform any of
the actions required under this Section  6.1(k)(ii),  the  Administrative  Agent
shall have the right  (but not the  obligation)  to do so for such  Consolidated
Party.  The Borrower  further  acknowledges  and agrees that if any Consolidated
Party fails to cooperate (e.g., by allowing access to any premises or permitting
the drilling of core samples,  etc.), the  Administrative  Agent and the Lenders
will not have an adequate remedy at law.

         Additional  Patents  and  Trademarks.  At the time of  delivery  of the
financial statements and reports provided for in Section 6.1(a), a report signed
by the chief  financial  officer  of the  Borrower  setting  forth (i) a list of
registration numbers for all patents, trademarks,  service marks, tradenames and
copyrights  awarded  to  any  Consolidated  Party  since  the  last  day  of the
immediately  preceding fiscal year of the Borrower and (ii) a list of all patent
applications,  trademark  applications,  service mark  applications,  trade name
applications  and copyright  applications  submitted by any  Consolidated  Party
since the last day of the  immediately  preceding  fiscal year and the status of
each such application,  all in such form as shall be reasonably  satisfactory to
the Administrative Agent.

         Other  Information.  With reasonable  promptness upon request therefor,
such other information regarding the business, properties or financial condition
of any Consolidated  Party as the  Administrative  Agent or the Required Lenders
may reasonably request.

         Preservation of Existence and  Franchises.  Except as a result of or in
connection with a dissolution,  merger or disposition of a Subsidiary  permitted
under Section 7.4 or Section 7.5, each of the  Consolidated  Parties will do all
things  necessary to preserve  and keep in full force and effect its  existence,
rights,  franchises and authority except,  solely with respect to the franchises
and  authority  of each of the  Consolidated  Parties,  as could  reasonably  be
expected not to have a Material Adverse Effect.

         Books and Records.  Each of the Consolidated Parties will keep complete
and  accurate  books and records of its  transactions  in  accordance  with good
accounting  practices  on the basis of GAAP  (including  the  establishment  and
maintenance of appropriate reserves).

         Compliance with Law. Each of the Consolidated  Parties will comply with
all  Requirements  of Law applicable to it and its Properties to the extent that
noncompliance  with any such  Requirement of Law could reasonably be expected to
have a Material Adverse Effect.

         Payment  of Taxes  and  Other  Indebtedness.  Each of the  Consolidated
Parties will pay and discharge (a) all taxes, assessments and other governmental
charges or levies imposed upon it, or upon its income or profits, or upon any of
its  Properties,  before they shall  become  delinquent,  (b) all lawful  claims
(including  claims for labor,  materials and supplies)  which, if unpaid,  might
give rise to a Lien upon any of its  Properties,  and (c)  except as  prohibited
hereunder,  all of its other  Indebtedness  as it shall  become  due;  provided,
however,  that no  Consolidated  Party  shall be  required  to pay any such tax,
assessment, charge, levy, claim or Indebtedness which is being contested in good
faith by  appropriate  proceedings  diligently  pursued and as to which adequate
reserves  therefor have been  established  in accordance  with GAAP,  unless the
failure to make any such  payment (i) could give rise to an  immediate  right to
foreclose on a Lien securing  such amounts or (ii) could  reasonably be expected
to have a Material Adverse Effect.

         Insurance;  Certain Proceeds. (a) Each of the Consolidated Parties will
at all times  maintain in full force and effect  insurance  (including  worker's
compensation  insurance,  liability  insurance,  casualty insurance and business
interruption insurance) in such amounts, covering such risks and liabilities and
with such  deductibles or  self-insurance  retentions as are in accordance  with
normal  industry  practice  (or  as are  otherwise  required  by the  Collateral
Documents).  The Administrative Agent shall be named as loss payee or mortgagee,
as its  interest  may appear,  with  respect to all such  property  and casualty
policy and  additional  insured with respect to all such other  policies  (other
than workers'  compensation and employee health policies),  and each provider of
any such  insurance  shall  agree,  by  endorsement  upon the policy or policies
issued  by it or by  independent  instruments  furnished  to the  Administrative
Agent, that if the insurance carrier shall have received written notice from the
Administrative  Agent of the  occurrence  of an Event of Default,  the insurance
carrier shall pay all proceeds  otherwise  payable to the  Consolidated  Parties
under such policies directly to the Administrative  Agent (which agreement shall
be evidenced by a "standard" or "New York" lender's loss payable  endorsement in
the name of the  Administrative  Agent on Accord  Form 27) and that it will give
the Administrative  Agent thirty (30) days' prior written notice before any such
policy or policies  shall be altered or canceled,  and that no act or default of
any  Consolidated  Party or any other  Person  shall  affect  the  rights of the
Administrative Agent or the Lenders under such policy or policies.

         (b) In  case  of any  Casualty  or  Condemnation  with  respect  to any
Property of any  Consolidated  Party or any part  thereof,  the  Borrower  shall
promptly  give written  notice  thereof to the  Administrative  Agent  generally
describing the nature and extent of such damage,  destruction or taking. In such
case, the Borrower  shall, or shall cause such  Consolidated  Party to, promptly
repair,  restore or replace  the  Property of such  Consolidated  Party (or part
thereof)  which  was  subject  to  such  Casualty  or   Condemnation,   at  such
Consolidated Party's cost and expense,  whether or not the Insurance Proceeds or
Condemnation  Award,  if any,  received  on  account  of  such  event  shall  be
sufficient for that purpose;  provided,  however, that such Property need not be
repaired,  restored or  replaced to the extent the failure to make such  repair,
restoration  or  replacement  (i)(A) is desirable  to the proper  conduct of the
business of such Consolidated  Party in the ordinary course and otherwise in the
best interest of such Consolidated Party and (B) would not materially impair the
rights and benefits of the Administrative Agent or the Secured Parties under the
Collateral Documents or any other Credit Document or (ii) the failure to repair,
restore or replace  the  Property  is  attributable  to the  application  of the
Insurance  Proceeds  from such  Casualty  or the  Condemnation  Award  from such
Condemnation  to  payment  of the  Credit  Obligations  in  accordance  with the
following  provisions of this Section 6.6(b). In the event a Consolidated  Party
shall receive any Insurance  Proceeds from a Casualty or Condemnation Award from
a Condemnation,  such Consolidated Party will immediately pay over such proceeds
to the Administrative Agent, for payment of the Credit Obligations in accordance
with Section 3.3(b) or, if such funds constitute  Reinvestment Funds, to be held
by the  Administrative  Agent. The  Administrative  Agent agrees to release such
Insurance  Proceeds or Condemnation  Awards to the Borrower upon its request and
as needed from time to time to pay for the repair, restoration or replacement of
the portion of the Property  subject to such  Casualty or  Condemnation  if, but
only if, the conditions set forth in the definition of "Reinvestment  Funds" are
satisfied at the time of such request.

         (c) In connection  with the covenants set forth in this Section 6.6, it
is understood and agreed that:

                  (i) none of the  Administrative  Agent,  the  Lenders or their
respective agents or employees shall be liable for any loss or damage insured by
the  insurance  policies  required to be  maintained  under this Section 6.6, it
being  understood that (A) the  Consolidated  Parties shall look solely to their
insurance  companies or any other parties  other than the aforesaid  parties for
the recovery of such loss or damage and (B) such insurance  companies shall have
no rights of subrogation against the Administrative  Agent, the Lenders or their
agents or employees.  If, however,  the insurance policies do not provide waiver
of subrogation rights against such parties,  as required above, then each of the
Parent and the Borrower hereby agrees to, and to cause each of the  Consolidated
Parties to,  waive its right of  recovery,  if any,  against the  Administrative
Agent,  the Lenders and their agents and employees,  to the extent  permitted by
law;

                  (ii)  the  Consolidated   Parties  will  permit  an  insurance
consultant retained by the Administrative Agent, at the expense of the Borrower,
to  review  from  time  to  time  the  insurance  policies   maintained  by  the
Consolidated Parties annually or upon the occurrence of an Event of Default; and

                  (iii) the Required  Lenders  shall have the right from time to
time to require the  Consolidated  Parties to keep other  insurance in such form
and amount as the  Administrative  Agent or the Required  Lenders may reasonably
request;  provided  that such  insurance  shall be  obtainable  on  commercially
reasonable terms; and provided further that the designation of any form, type or
amount of insurance coverage by the Administrative Agent or the Required Lenders
under this Section 6.6 shall in no event be deemed a representation, warranty or
advice  by the  Administrative  Agent or the  Lenders  that  such  insurance  is
adequate  for the purposes of the  business of the  Consolidated  Parties or the
protection of their properties.

         Maintenance of Property. Each of the Consolidated Parties will maintain
and  preserve  its  properties  and  equipment  material  to the  conduct of its
business in good repair,  working order and condition,  normal wear and tear and
Casualty and  Condemnation  excepted,  and will make, or cause to be made, as to
such  properties  and  equipment  from  time  to  time  all  repairs,  renewals,
replacements, extensions, additions, betterments and improvements thereto as may
be needed or proper,  to the extent and in the manner customary for companies in
similar businesses.

         Use of Proceeds.  The  Borrower  will use the proceeds of the Loans and
will use the  Letters  of Credit  solely for the  purposes  set forth in Section
5.14.

         Audits/Inspections.  Upon reasonable  notice and during normal business
hours, each of the Consolidated Parties will permit representatives appointed by
the  Administrative  Agent  or  the  Required  Lenders,   including  independent
accountants,  agents, employees,  attorneys and appraisers, to visit and inspect
its  Property,  including  its books and records,  its accounts  receivable  and
inventory, its facilities and its other business assets, and to make photocopies
or  photographs  thereof  and to write  down and  record  any  information  such
representatives  obtain  and  shall  permit  the  Administrative  Agent  or such
representatives  to investigate and verify the accuracy of information  provided
to the Lenders and to discuss all such  matters  with the  officers,  employees,
independent  accountants,  attorneys  and  representatives  of the  Consolidated
Parties.  Each of the Parent and the  Borrower  agrees  that the  Administrative
Agent, and its representatives,  may conduct an audit of the Collateral,  at the
expense of the Borrower, annually or upon the occurrence of an Event of Default.
Each of the Parent and the Borrower  hereby  irrevocably  authorizes and directs
all accountants and auditors  employed by it at any time during the term of this
Amended  Agreement  to exhibit and deliver to the  Administrative  Agent and the
Lenders  copies of any of the  financial  statements,  trial  balances  or other
accounting  records of any sort of the Consolidated  Parties in the accountant's
or auditor's  possession,  and to disclose to the  Administrative  Agent and the
Lenders  any  information  they may have  concerning  the  financial  status and
business  operation  of the  Consolidated  Parties.  Each of the  Parent and the
Borrower  hereby  irrevocably   authorizes  all  federal,  state  and  municipal
authorities to furnish to the Lenders copies of reports or examinations relating
to  the  Consolidated  Parties,  whether  made  by  any  Consolidated  Party  or
otherwise.

         Additional  Credit  Parties.  As soon as  practicable  and in any event
within thirty (30) days after any Person becomes a direct or indirect Subsidiary
of any Credit Party,  the Borrower shall provide the  Administrative  Agent with
written notice thereof setting forth information in reasonable detail describing
all of the  assets of such  Person  and shall (a) if such  Person is a  Domestic
Subsidiary of a Credit Party,  cause such Person to execute a Joinder Agreement,
(b) if such Person is a Subsidiary of a Credit Party (except if such Person is a
Foreign  Subsidiary  which  is not a direct  Foreign  Subsidiary  of any  Credit
Party),  cause 100% (or 65% if such Person is a direct  Foreign  Subsidiary of a
Credit  Party for so long as the  pledge of any  greater  percentage  would have
adverse tax  consequences  to the Credit  Parties) of the Capital  Stock of such
Person to be delivered to the Administrative  Agent, together with undated stock
powers signed in blank  (unless,  with respect to a direct  Foreign  Subsidiary,
such stock  powers are deemed  unnecessary  by the  Administrative  Agent in its
reasonable discretion under the law of the jurisdiction of incorporation of such
Person),  and to be subject at all times to a first priority,  perfected Lien in
favor of the Administrative Agent pursuant to the Collateral Documents,  subject
only to  Permitted  Liens,  (c) if such Person owns or leases any real  property
located in the United  States of America or, to the extent deemed to be material
by the  Administrative  Agent  or the  Required  Lenders  in its or  their  sole
reasonable  discretion,  located elsewhere,  cause such Person to deliver to the
Administrative Agent with respect to such real property (as required pursuant to
Section 6.12) (other than immaterial leased properties)  documents,  instruments
and other items of the types required to be delivered  pursuant to Section 6.12,
all in form, content and scope satisfactory to the Administrative Agent, and (d)
cause such  Person to deliver  such other  documentation  as the  Administrative
Agent  may  reasonably  request  in  connection  with the  foregoing,  including
appropriate  UCC-1  financing  statements,   environmental  reports,  landlord's
waivers,   certified   resolutions  and  other  organizational  and  authorizing
documents of such Person and favorable opinions of counsel to such Person (which
shall cover,  among other things,  the legality,  validity,  binding  effect and
enforceability of the documentation  referred to above and the perfection of the
Administrative  Agent's  liens  thereunder),  all in  form,  content  and  scope
reasonably satisfactory to the Administrative Agent.

         Pledged  Assets.  (a)  Each of the  Consolidated  Parties  will  cause,
subject  to the  requirements  of  Section  6.12,  (i)  all of  its  owned  real
properties  and  personal  property  located in the United  States,  (ii) to the
extent deemed to be material by the Administrative Agent or the Required Lenders
in its or  their  sole  reasonable  discretion,  all of  its  other  owned  real
properties  and personal  property  and (iii) all of its leased real  properties
located in the United  States (other than  immaterial  lease  properties)  to be
subject  at all  times to first  priority,  perfected  and,  in the case of real
property  (whether  leased  or  owned),  title  insured  Liens  in  favor of the
Administrative Agent pursuant to the Collateral Documents,  subject in each case
only to Permitted  Liens.  With respect to any real property  (whether leased or
owned)  located  in the  United  States  of  America  acquired  or leased by any
Consolidated  Party  subsequent to the Effective Date, such Person will cause to
be delivered to the Administrative  Agent with respect to such real property (as
required  pursuant to Section 6.14) (other than  immaterial  leased  properties)
documents,  instruments  and other items of the types  required to be  delivered
pursuant to Section 6.14,  all in form,  content and scope  satisfactory  to the
Administrative  Agent.  In  furtherance  of the foregoing  terms of this Section
6.11,  the Borrower  agrees to promptly  provide the  Administrative  Agent with
written notice of the acquisition by any Consolidated Party of any real property
located  in the United  States of America  having a market  value  greater  than
$50,000  or the  entering  into a lease  by any  Consolidated  Party of any real
property  located in the United  States of America  for annual rent of $5,000 or
more,  setting forth in reasonable  detail the location and a description of the
asset(s)  so  acquired  or  leased.  Without  limiting  the  generality  of  the
foregoing,  the Credit  Parties will cause 100% of the Capital  Stock of each of
their direct and  indirect  Subsidiaries  (or 65% of such Capital  Stock if such
subsidiary  is a direct  Foreign  Subsidiary  for so long as the  pledge  of any
greater  percentage  could have adverse tax consequences to the Credit Parties),
excluding  the  Capital  Stock of any Foreign  Subsidiary  which is not a direct
Foreign  Subsidiary of any Credit  Party,  to be subject at all times to a first
priority,  perfected Lien in favor of the  Administrative  Agent pursuant to the
terms and conditions of the Collateral Documents.

         (b) If,  subsequent to the Effective Date, a Credit Party shall acquire
any  Intellectual  Property,  securities,  instruments,  chattel  paper or other
personal  property  required  to be  delivered  to the  Administrative  Agent as
Collateral  hereunder  or under any of the  Collateral  Documents,  the Borrower
shall  promptly  (and in any event  within  three (3)  Business  Days  after any
officer  of any  Credit  Party  acquires  knowledge  of  the  same)  notify  the
Administrative Agent of the same. Each of the Credit Parties shall adhere to the
covenants  regarding  the  location  of  personal  property  as set forth in the
Security Agreement.

         Real  Property  Collateral.  The  Borrower  will within sixty (60) days
after the Administrative Agent's request, which request the Administrative Agent
may make at any time in its sole  discretion,  upon the occurrence of a Default,
to the extent not cured or waived,  deliver to the Administrative Agent, in form
and substance reasonably satisfactory to the Administrative Agent:

         (a) for each fee  interest or  leasehold  interest of any  Consolidated
Party in a real property asset, or in the case of subclause (y) above,  each fee
interest of any  Consolidated  Party in a real property  asset with an appraised
value in  excess  of  $250,000,  it being  understood  that the  Borrower  shall
deliver,  at the  Borrowers  expense,  a  appraisal  of any such  real  property
reasonably requested by the Administrative Agent, a fully executed and notarized
mortgage,  deed of trust or deed to secure debt in substantially the form agreed
by the Borrower and the  Administrative  Agent within 15 days after such request
by the  Administrative  Agent  (each,  as the  same  may be  amended,  modified,
restated  or  supplemented  from  time to  time,  a  "Mortgage  Instrument"  and
collectively  the  "Mortgage  Instruments")  encumbering  such fee  interest  or
leasehold interest (each a "Mortgaged  Property" and collectively the "Mortgaged
Properties");

         (b) for each real property encumbered by a Mortgage Instrument, a title
report  obtained  by the Credit  Parties  in  respect  of each of the  Mortgaged
Properties;  in the  case of each  Mortgaged  Property,  (i) maps or plats of an
as-built  survey  of the sites of the real  property  covered  by the  Mortgaged
Instruments,  (ii) title insurance policies, (iii) flood hazard insurance,  (iv)
evidence of zoning and (v) any other document,  certificate or report  requested
by the Administrative Agent, in its reasonable discretion; and

         (c) in the  case  of  each  real  property  leasehold  encumbered  by a
Mortgage Instrument,  to the extent permitted by the applicable lease,  evidence
that the applicable lease, a memorandum of lease with respect thereto,  or other
evidence of such lease in form and substance  satisfactory to the Administrative
Agent,  has been or will be  recorded in all places to the extent  necessary  or
desirable,  in the reasonable  judgment of the  Administrative  Agent,  so as to
enable  the  Mortgage   Instrument   encumbering  such  leasehold   interest  to
effectively  create a valid and  enforceable  first  priority  lien  (subject to
Permitted Liens) on such leasehold interest in favor of the Administrative Agent
(or such other  Person as may be  required  or desired  under local law) for the
benefit of the Secured Parties.

         Post-Closing  Conditions.  Within 30 days of the  Effective  Date,  the
Borrower  will  furnish to the  Administrative  Agent  search  reports from each
Uniform Commercial Code filing  jurisdiction  referred to in Section 4.1(b)(iii)
confirming the filing information set forth therein.

                                    SECTION 7

                               NEGATIVE COVENANTS

         The Parent and the  Borrower  hereby  covenant  and agree,  jointly and
severally,  that so long as this  Amended  Agreement is in effect or any amounts
payable  hereunder or under any other Credit  Document shall remain  outstanding
and until all of the Commitments hereunder shall have terminated and all Letters
of Credit shall have expired or been cancelled:

         Indebtedness.  None of the Consolidated Parties will contract,  create,
incur, assume or permit to exist any Indebtedness, except:

         (a)  Indebtedness  arising  under this Amended  Agreement and the other
Credit Documents;

         (b)  Indebtedness of the Borrower and its  Subsidiaries in existence on
the Effective Date to the extent disclosed in Schedule 7.1;

         (c) purchase money Indebtedness  (including Capital Leases) incurred by
the  Borrower or any of its  Subsidiaries  after the Closing Date to finance the
purchase of fixed assets acquired after the Closing Date;  provided that (i) the
total of all such  Indebtedness  for the  Borrower  and its  Subsidiaries  taken
together  shall not exceed an aggregate  principal  amount of  $2,000,000 at any
time  outstanding;  (ii) such  Indebtedness  when incurred  shall not exceed the
purchase price of the asset(s)  financed;  (iii) no such  Indebtedness  shall be
refinanced for a principal amount in excess of the principal balance outstanding
thereon at the time of such refinancing or on terms or conditions more favorable
in any respect to the holders thereof than the terms and conditions in effect at
the time of such refinancing; and (iv) such Indebtedness is issued and any Liens
securing such  Indebtedness are created at the time of, or within 90 days after,
the acquisition of such assets and such Indebtedness is not secured by a Lien on
any other assets;  provided,  further,  that the Borrower may incur Indebtedness
after the Closing Date to finance a Permitted Acquisition; provided that (i) the
total of all such  Indebtedness  for the Borrower  shall not exceed an aggregate
principal amount of $4,000,000 and (ii) such Indebtedness shall be unsecured.

         (d)  Indebtedness of the Borrower or any of its Subsidiaries in respect
of Interest Rate Protection  Agreements,  if any, entered into in order to limit
exposure  to  floating  rate   indebtedness  of  the  Borrower  or  any  of  its
Subsidiaries and not for speculative purposes;

         (e)  intercompany  Indebtedness  of any  Subsidiaries  of the  Borrower
arising out of loans and advances permitted under Section 7.6;

         (f) Indebtedness arising under the Senior Note Agreement and the Senior
Notes (but not including any renewal, refinancing or extension thereof);

         (g)  Indebtedness  created  pursuant  to and  evidenced  by the  Junior
Subordinated  Note (but not  including  any  renewal,  refinancing  or extension
thereof);

         (h)  Indebtedness  created  pursuant  to and  evidenced  by the  Senior
Subordinated  Credit  Facility (but not including  any renewal,  refinancing  or
extension thereof);  provided,  that the proceeds thereof are contributed to the
Borrower to consummate Permitted Acquisitions;  provided,  further that expenses
and indemnities paid pursuant to Sections 8.2 and 8.3 of the Senior Subordinated
Credit Facility are reasonable in the judgment of the Administrative Agent; and

         (i) in addition to the Indebtedness otherwise permitted by this Section
7.1,  other  Indebtedness  incurred  after  the  Closing  Date by the  Borrower;
provided that (A) the loan documentation with respect to such Indebtedness shall
not contain covenants or default  provisions  relating to any Consolidated Party
that are more restrictive than the covenants and default provisions contained in
the Credit Documents, (B) no Default or Event of Default shall have occurred and
be  continuing  immediately  before or  immediately  after giving effect to such
incurrence and the Borrower shall have delivered to the  Administrative  Agent a
Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro
Forma  Basis  to the  incurrence  of  such  Indebtedness  and to the  concurrent
retirement  of any other  Indebtedness  of any  Consolidated  Party,  the Credit
Parties shall be in compliance with all of the financial  covenants set forth in
Section 7.19 and (C) the aggregate  principal amount of such Indebtedness  shall
not exceed $2,500,000 at any time outstanding.

         Liens. None of the Consolidated Parties will contract,  create,  incur,
assume or permit to exist any Lien with respect to any of its Property,  whether
now owned or hereafter acquired, except for Permitted Liens.

         Nature of  Business.  None of the  Consolidated  Parties will alter the
character  or  conduct  of the  business  conducted  by  such  Person  as of the
Effective Date.

         Consolidation,  Merger, Dissolution,  etc. Except in connection with an
Asset  Disposition   permitted  by  the  terms  of  Section  7.5,  none  of  the
Consolidated  Parties will enter into any transaction of merger or consolidation
or  liquidate,  wind  up or  dissolve  itself  (or  suffer  any  liquidation  or
dissolution);  provided that,  notwithstanding the foregoing  provisions of this
Section 7.4:

         (a) the Borrower may merge or consolidate  with any of its Wholly Owned
Subsidiaries;  provided  that  (i)  the  Borrower  shall  be the  continuing  or
surviving  corporation in such merger or consolidation,  (ii) the Credit Parties
shall  cause to be  executed  and  delivered  such  documents,  instruments  and
certificates as the  Administrative  Agent may request so as to cause the Credit
Parties to be in  compliance  with the terms of Section 6.10 after giving effect
to such transaction and (iii) no Default or Event of Default shall have occurred
and be continuing  immediately before or immediately after giving effect to such
transaction;

         (b)  any  Wholly  Owned   Subsidiary  of  the  Borrower  may  merge  or
consolidate  with any other Wholly Owned  Subsidiary of the  Borrower;  provided
that (i) the Credit  Parties  shall  cause to be  executed  and  delivered  such
documents,  instruments and certificates as the Administrative Agent may request
so as to cause the Credit Parties to be in compliance  with the terms of Section
6.10 after  giving  effect to such  transaction  and (ii) no Default or Event of
Default shall have occurred and be continuing  immediately before or immediately
after giving effect to such transaction;

         (c) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate
or wind up its affairs at any time;  provided that (i) the Credit  Parties shall
cause to be executed and delivered such documents,  instruments and certificates
as the  Administrative  Agent may  request to cause the Credit  Parties to be in
compliance  with  the  terms  of  Section  6.10  after  giving  effect  to  such
transaction  and (ii) no Default or Event of Default  shall have occurred and be
continuing immediately before or after giving effect to such transaction; and

         (d) the Borrower or any  Subsidiary  of the Borrower may merge with any
Person  (other  than a  Consolidated  Party)  in  connection  with  a  Permitted
Acquisition  if (i) the Borrower or such  Subsidiary  shall be the continuing or
surviving  corporation in such merger or consolidation,  (ii) the Credit Parties
shall  cause to be  executed  and  delivered  such  documents,  instruments  and
certificates as the  Administrative  Agent may request so as to cause the Credit
Parties to be in  compliance  with the terms of Section 6.10 after giving effect
to such  transaction,  (iii) no Default or Event of Default  shall have occurred
and be continuing  immediately before or immediately after giving effect to such
transaction  and (iv) the Borrower  shall have  delivered to the  Administrative
Agent a Pro Forma Compliance Certificate  demonstrating that, upon giving effect
on a Pro  Forma  Basis  to such  transaction,  the  Credit  Parties  shall be in
compliance  with all of the financial  covenants set forth in Section 7.19 as of
the last day of the most recent period of four  consecutive  fiscal  quarters of
the Borrower  which  precedes or ends on the date of such  transaction  and with
respect to which the  Administrative  Agent has received the Required  Financial
Information.

         Asset  Dispositions.  None of the  Consolidated  Parties  will make any
Asset  Disposition  (other than a Casualty or  Condemnation);  provided that the
foregoing provisions of this Section 7.5 shall not prohibit the following:

         (a)  Excluded Asset Dispositions; and

         (b) any other Asset  Disposition;  provided that (i) the  consideration
therewith is cash or Cash  Equivalents;  (ii) if such  transaction is a Sale and
Leaseback  Transaction,  such  transaction is permitted by the terms of Sections
7.1 and  7.13;  (iii)  such  transaction  does  not  involve  the  sale or other
disposition of a minority equity interest in any  Consolidated  Party;  (iv) the
aggregate  net book value of all of the assets sold or otherwise  disposed of by
the Consolidated  Parties in all such transactions in reliance on this paragraph
shall not exceed  $500,000 in any fiscal year of the Borrower or  $2,500,000  in
the aggregate  from and after the Closing  Date;  and (v) no Default or Event of
Default shall have occurred and be continuing  immediately before or immediately
after giving effect to such transaction and the Borrower shall have delivered to
the Administrative Agent a Pro Forma Compliance Certificate  demonstrating that,
upon giving effect on a Pro Forma Basis to such transaction,  the Credit Parties
shall be in compliance with all of the financial  covenants set forth in Section
7.19.

Upon  consummation  of an Asset  Disposition  permitted by this Section 7.5, the
Administrative  Agent shall (to the extent applicable)  deliver to the Borrower,
upon the Borrower's request and at the Borrower's expense, such documentation as
is reasonably  necessary to evidence the release of the  Administrative  Agent's
security interest, if any, in the assets being disposed of, including amendments
or  terminations  of UCC  financing  statements,  if any,  the  return  of stock
certificates, if any, and the release of any Subsidiary being disposed of in its
entirety from all of its obligations, if any, under the Credit Documents.

         Investments;  Acquisitions.  None of the Consolidated Parties will make
any  Investment  in, to or for the benefit of any Person or  purchase,  lease or
otherwise  acquire (in one transaction or a series of  transactions)  all or any
substantial  part  of  the  assets  of  any  other  Person;  provided  that  any
Consolidated  Party  (other  than the  Parent)  may  purchase  inventory  in the
ordinary course of business and may make Permitted Investments.

         Restricted Payments. None of the Consolidated Parties will, directly or
indirectly,  declare, order, make or set apart any sum for or pay any Restricted
Payment, except (a) dividends payable solely in common stock of such Person, (b)
dividends  or other  distributions  payable to the  Borrower or any Wholly Owned
Subsidiary of the Borrower,  (c)  repurchases of common stock of the Parent from
any employee of the Consolidated  Parties (other than any such Person which is a
director,  officer or employee  of or holder of Capital  Stock of the Sponsor or
any of its  Affiliates)  upon the  termination  of  employment  of such  Person,
provided that the aggregate amount paid in all such repurchases shall not exceed
$500,000 in the aggregate from and after the Closing Date,  (d)(i) cash advances
made or cash  dividends  paid by the  Borrower to the Parent  which  advances or
dividends  are  used  solely  to fund  administrative  and  other  miscellaneous
expenses incurred by the Parent in accordance with Section 7.12(b) and (ii) cash
dividends paid by the Borrower to the Parent, provided that (A) the aggregate of
all such  cash  dividends  paid  after  the date  hereof is less than 50% of the
Consolidated Net Income  (excluding any amounts paid as a dividend by any Wholly
Owned  Subsidiary  of the Borrower or the Borrower to the holders of its Capital
Stock) for the period (taken as one accounting period) from the beginning of the
first  fiscal  quarter  commencing  after  the  date  hereof  to the  end of the
Borrower's  most  recently  ended fiscal  quarter for which  internal  financial
statements are available at the time of such cash dividend  payment (or, if such
Consolidated  Net  Income  for  such  period  is a  deficit,  less  100% of such
deficit), (B) immediately prior to and after giving effect to any such dividend,
the  Borrower  shall  be in pro  forma  compliance  with  all  of the  covenants
contained in this Amended  Agreement,  (C) immediately prior to and after giving
pro forma effect  thereto as if such  dividend had been made at the beginning of
the  applicable  four-quarter  period,  the  Borrower  shall have a Fixed Charge
Coverage Ratio (as defined in the Senior Note Agreement as in effect on the date
hereof) of at least 2.0 to 1.0 and (D) until the Junior  Subordinated Note shall
have been  indefeasibly paid in full, the Parent will use such dividend payments
received  pursuant to this  subclause  (d)(ii),  if any,  promptly  upon receipt
thereof,  to pay the  principal and interest then due and payable on, and prepay
the principal  amount  outstanding  under,  the Junior  Subordinated  Note,  (e)
payments of accrued  interest on the Senior  Notes and (f) tax sharing  payments
for taxes (including estimated taxes) that are paid on a combined, consolidated,
unitary or similar  basis,  to the extent  that such  payments do not exceed the
amount that the payor would have paid to the  relevant  taxing  authority if the
payor filed a separate tax return for the period in question.

         Prepayments of Indebtedness, etc. None of the Consolidated Parties will
(a) after the issuance thereof, amend, waive or modify (or permit the amendment,
waiver or modification of) any of the terms, agreements, covenants or conditions
of or applicable to any Indebtedness  issued by such Consolidated  Party if such
amendment,  waiver or  modification  would add or change any terms,  agreements,
covenants  or  conditions  in a manner  adverse to any  Consolidated  Party,  or
shorten the final maturity or average life to maturity or require any payment to
be  made  sooner  than  originally  scheduled  or  increase  the  interest  rate
applicable  thereto  or  change  any  subordination  provision  thereof,  or (b)
directly or indirectly redeem,  purchase,  prepay,  retire, defease or otherwise
acquire for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment, any Indebtedness (other than Credit  Obligations),  or set
aside any funds for such purpose, whether such redemption, purchase, prepayment,
retirement or acquisition is made at the option of any Consolidated  Party or at
the  option of the  holder  thereof,  and  whether  or not any such  redemption,
purchase,  prepayment,  retirement or acquisition is required under the term and
conditions applicable to such Indebtedness,  including,  without limitation, any
Indebtedness  arising under the Senior Note  Agreement,  the Senior  Notes,  the
Junior  Subordinated  Note or the Senior  Subordinated  Credit  Facility  or (c)
release,  cancel,  compromise  or forgive  in whole or in part the  Indebtedness
evidenced by the Intercompany Notes.

         Transactions  with Affiliates.  None of the  Consolidated  Parties will
engage  in any  transaction  or  series of  transactions  with (a) any  officer,
director,  holder of Capital Stock,  Subsidiary or Affiliate of any Consolidated
Party, (b) any Affiliate of any such officer,  director,  holder,  Subsidiary or
Affiliate or (c) the Sponsor or any officer,  director, holder of Capital Stock,
Subsidiary  or Affiliate of the Sponsor,  other than (i)  transfers of assets to
any Credit Party other than the Parent permitted by Section 7.5, (ii)(A) the ISG
Capital Guarantee,  (B) transactions expressly permitted by Section 7.1, Section
7.4,  Section  7.5,  Section  7.6 or  Section  7.7  and (c)  the  Tranche  B Put
Agreement, (iii) normal compensation and reimbursement of reasonable expenses of
officers  and  directors,  (iv)  other  transactions  with the  Sponsor  and its
Affiliates  in  existence  on the  Effective  Date to the  extent  disclosed  in
Schedule 7.9, (v) any transaction entered into among the Borrower and its Wholly
Owned Subsidiaries or among such Wholly Owned Subsidiaries,  and (vi) so long as
no  Default  or  Event  of  Default  has  occurred  and  is  continuing,   other
transactions (including,  without limitation, the sale of accounts receivable by
the Borrower or any of its  Subsidiaries to ISG Capital) which are engaged in by
any  Consolidated  Party in the  ordinary  course of its  business  on terms and
conditions  as  favorable  to such  Person  as  would be  obtainable  by it in a
comparable arms'-length transaction with an independent,  unrelated third party.
None of the  Consolidated  Parties will enter into any  management,  employment,
consulting  or similar  agreement or  arrangement  with,  or  otherwise  pay any
professional,  consulting  management  or similar fees to or for the benefit of,
the Sponsor,  any members of their  families,  any  Affiliates of the Sponsor or
such family  members,  any  director,  officer or security  holder of any of the
foregoing, or any successor or transferee of any of the foregoing.

         Fiscal Year; Organizational Documents. None of the Consolidated Parties
will (a) change its fiscal year or (b) amend,  modify or change its  articles of
incorporation (or corporate charter or other similar organizational document) in
any respect or amend, modify or change its bylaws (or other similar document) in
any manner  adverse in any respect to the rights or  interests of the Lenders or
(c) enter  into any  amendment,  modification  or waiver  that is adverse in any
respect to the Lenders to (i) any Material  Contract as in effect on the Closing
Date, (ii) the Acquisition Agreement as in effect on the Closing Date, (iii) the
Stockholders  Agreement  as  in  effect  on  the  Closing  Date,  (iv)  the  CVC
Subscription Agreement, the Warrants, the Contribution and Assignment Agreement,
the Contribution and Subscription  Agreement,  the Deju Subscription  Agreement,
the  Registration  Rights  Agreement or any  shareholders  or similar  agreement
relating to Capital Stock or the Warrants,  as the case may be, of the Parent as
in effect on the  Closing  Date,  (v) the  Senior  Note  Agreement  or any other
documents  establishing  and  setting  forth the  rights and terms of the Senior
Notes as in effect on April 22, 1998, (vi) the Junior  Subordinated  Note or any
other  documents  establishing  and  setting  forth the  rights and terms of the
Junior  Subordinated  Note as in effect on  October  14,  1997  (vii) the Senior
Subordinated  Credit  Facility  as in effect on the April 17,  2000 or any other
documents  establishing  and  setting  forth the  rights and terms of the Senior
Subordinated  Credit  Facility  or (viii)  the Stock  Purchase  Warrants  or the
Warrant  Agreement  as in effect on the Closing  Date.  The Credit  Parties will
cause the  Consolidated  Parties to promptly  provide the Lenders with copies of
all proposed  amendments to the foregoing documents and instruments as in effect
as of the Closing Date.

         Limitation  on Restricted  Actions.  None of the  Consolidated  Parties
will,  directly or indirectly,  create or otherwise  cause or suffer to exist or
become effective any consensual encumbrance or restriction on the ability of any
such Person to (a) pay dividends or make any other  distributions  to any Credit
Party  on  its  Capital  Stock  or  with  respect  to  any  other   interest  or
participation in, or measured by, its profits, (b) pay any Indebtedness or other
obligation  owed to any Credit  Party,  (c) make loans or advances to any Credit
Party, (d) sell, lease or transfer any of its properties or assets to any Credit
Party or (e) act as a  Guarantor  and pledge its assets  pursuant  to the Credit
Documents or any  renewals,  refinancings,  exchanges,  refundings  or extension
thereof, except (in respect of any of the matters referred to in clauses (a)-(d)
above) for such encumbrances or restrictions  existing under or by reason of (i)
this  Amended  Agreement  and the other Credit  Documents,  (ii) the Senior Note
Agreement and the Senior Notes,  (iii) the Junior  Subordinated  Note,  (iv) the
Senior  Subordinated  Credit Facility,  (v) applicable law, (vi) any document or
instrument governing Indebtedness incurred pursuant to Section 7.1(c),  provided
that any such restriction  contained therein relates only to the asset or assets
constructed or acquired in connection therewith (and any renewals, refinancings,
exchanges,  refundings  or  extensions  thereof,  so long as the  terms  of such
encumbrances or restrictions are no more onerous than those with respect to such
Indebtedness   upon  the  original   incurrence   thereof)  or  (vii)  customary
non-assignment provisions in any lease governing a leasehold interest.

         Ownership of Subsidiaries;  Limitations on Parent and Borrower. (a) The
Parent and the Borrower  will not (i) permit any Person (other than the Borrower
or any Wholly Owned  Subsidiary of the Borrower) to own any Capital Stock of any
Subsidiary of the Borrower,  (ii) permit any Subsidiary of the Borrower to issue
Capital  Stock to any  Person,  except  (A) the  Borrower  or any  Wholly  Owned
Subsidiary  of the  Borrower  or (B) to  qualify  directors  where  required  by
applicable law or to satisfy other  requirements  of applicable law with respect
to the  ownership of Capital Stock of Foreign  Subsidiaries  or (iii) permit the
Borrower or any  Subsidiary  of the  Borrower  to issue any shares of  Preferred
Stock.

         (b) The  Parent  shall not (i) hold any assets  other than the  Capital
Stock of the Borrower and ISG Capital,  (ii) have any material liabilities other
than (A) liabilities  under the Credit  Documents and (B) tax liabilities in the
ordinary  course of business or (iii) engage in any  business or activity  other
than  (A)  owning  the  common  stock  of  the  Borrower  (including  purchasing
additional  shares of common  stock after the Closing  Date) and ISG Capital and
activities  incidental or related thereto or to the maintenance of the corporate
existence  of the Parent or  compliance  with  applicable  law,  (B) acting as a
Guarantor hereunder and pledging its assets to the Administrative Agent, for the
benefit of the Lenders,  pursuant to the  Collateral  Documents to which it is a
party, (C) issuing its own Capital Stock (other than  Disqualified  Stock),  (D)
entering into the Employment Agreements,  the Deju Subscription  Agreement,  the
Contribution  and  Subscription  Agreement,   the  Stockholders  Agreement,  the
Registration  Rights  Agreement,  the CVC  Subscription  Agreement,  the Warrant
Agreement and the Contribution and Assignment  Agreement,  (E) entering into the
Acquisition Agreement, (F) issuing the Junior Subordinated Note; (G) issuing the
Senior  Note;  (H)  entering  into  the  Senior  Subordinated  Credit  Facility;
provided,  that the  proceeds of the Senior  Subordinated  Credit  Facility  are
contributed  to the  Borrower  to  consummate  Permitted  Acquisitions  and  (I)
entering into the Subordination Agreement.

         (c) The Parent and the  Borrower  (i) will not permit any Person  other
than the  Parent to hold any  common  stock of the  Borrower  (or any  warrants,
securities,  options  or  other  rights  exercisable  for,  convertible  into or
exchangeable  for  common  stock),  (ii) will not  permit the Parent to hold any
Capital Stock of the Borrower  (other than  outstanding  shares of common stock)
and (iii) will not permit any other  Person to hold any other  Capital  Stock of
the Borrower.

         Sale  Leasebacks.  None of the Consolidated  Parties will,  directly or
indirectly,  become or remain  liable as lessee or as  guarantor or other surety
with respect to any lease, whether an Operating Lease or a Capital Lease, of any
Property  (whether  real or personal or mixed),  whether now owned or  hereafter
acquired,  (a) which such  Consolidated  Party has sold or  transferred or is to
sell or transfer to a Person which is not a Consolidated Party or (b) which such
Consolidated  Party  intends to use for  substantially  the same  purpose as any
other  Property  which  has been  sold or is to be sold or  transferred  by such
Consolidated  Party  to  another  Person  which is not a  Consolidated  Party in
connection with such lease.

         Capital Expenditures. The Borrower will not permit Consolidated Capital
Expenditures for any fiscal year of the Borrower to be more than $12,000,000.

         No Further  Negative  Pledges.  None of the  Consolidated  Parties will
enter into,  assume or become subject to any agreement  prohibiting or otherwise
restricting  the  creation  or  assumption  of any Lien upon its  properties  or
assets,  whether now owned or hereafter acquired,  or requiring the grant of any
security  for such  obligation  if security is given for some other  obligation,
except (a) pursuant to this Amended Agreement and the other Credit Documents and
(b)  pursuant to any  document or  instrument  governing  Indebtedness  incurred
pursuant to Section 7.1(c), provided that any such restriction contained therein
relates  only to the asset or  assets  constructed  or  acquired  in  connection
therewith,

         Operating  Lease  Obligations.  None of the  Consolidated  Parties will
enter into,  assume or permit to exist any  obligations  for the payment of rent
under  Operating  Leases  which  in the  aggregate  for  the  Borrower  and  its
Consolidated  Subsidiaries,  determined on a consolidated basis, exceed or would
exceed $12,000,000 in any fiscal year of the Borrower.

         Impairment of Security Interests. None of the Consolidated Parties will
take or omit to take any action,  which  action or omission  might or would have
the  result of  materially  impairing  the  security  interests  in favor of the
Administrative  Agent on behalf  of the  Secured  Parties  with  respect  to the
Collateral and none of the Consolidated  Parties will grant to any Person (other
than the Secured  Parties  pursuant to the  Collateral  Documents)  any interest
whatsoever in the Collateral, except for Permitted Liens.

         Sales of Receivables.  None of the Consolidated  Parties will sell with
recourse,  discount  or  otherwise  sell or  dispose  of its  notes or  accounts
receivable,  except that the Borrower or any of its  Subsidiaries  may sell with
recourse,  discount or otherwise sell or dispose of such accounts  receivable to
ISG Capital;  provided,  that the  transaction  occurs in the ordinary course of
business  on terms  and  conditions  as  favorable  to such  Person  as would be
obtainable by it in a comparable  arms-length  transaction  with an independent,
unrelated third party.

         Financial Covenants. (a) Interest Coverage Ratio. The Borrower will not
permit the Interest  Coverage Ratio, as of the last day of any fiscal quarter of
the Borrower to be less than 1.90 to 1.00.

         Leverage Ratio.  The Borrower will not permit the Leverage Ratio, as of
the last day of any fiscal  quarter of the  Borrower to be greater  than 5.50 to
1.00.

         Consolidated Net Worth.  The Borrower will not permit  Consolidated Net
Worth as of the last day of any fiscal  quarter of the  Borrower to be less than
the "Minimum  Compliance  Level." The Minimum  Compliance  Level shall have been
$24,000,000  on the Closing  Date,  and shall be increased as of the last day of
each fiscal year of the Borrower ending after the Closing Date,  commencing with
the fiscal year ending  December 31, 1998,  by an amount equal to the sum of 50%
of  Consolidated  Net Income (if  positive) for such fiscal year and 100% of the
Net Cash  Proceeds  (and the fair market value of any non-cash  proceeds) of any
Equity  Issuance by any  Consolidated  Party during such fiscal year (other than
any capital contribution by the Borrower or any of its Wholly Owned Subsidiaries
to any Wholly Owned  Subsidiary of the  Borrower);  provided  that,  the Minimum
Compliance Level shall be increased  beginning the fiscal quarter ended June 30,
2000 by an  amount  equal to  $9,000,000;  provided  further  that  the  Minimum
Compliance Level shall be increased beginning the fiscal quarter ended September
30,  2000 by an amount  equal to  $1,000,000  net of fees and  expenses  paid in
connection  with the  Senior  Subordinated  Credit  Facility  acceptable  to the
Administrative  Agent in its sole  discretion.  The  foregoing  increases in the
Minimum  Compliance  Level shall be fully  cumulative  and no  reduction  in the
Minimum  Compliance  Level shall be made to reflect  negative  Consolidated  Net
Income for any period.

         Petty Cash Accounts.  The Borrower will not permit the cash balances in
all Petty Cash  Accounts  to exceed  $50,000.00  in the  aggregate  at any time,
unless a Depository  Bank  Agreement  shall be delivered  with respect to either
Petty Cash Account.

         Year  2000   Compliance.   The  Borrower  will   promptly   notify  the
Administrative  Agent in the event the Borrower discovers or determines that any
computer  application  (including  those of its  suppliers  or vendors)  that is
material to its or any of its Subsidiaries'  business and operations will not be
Year 2000  Compliant on a timely  basis,  except to the extent that such failure
could not reasonably be expected to have a Material Adverse Effect.

                                    SECTION 8

                                EVENTS OF DEFAULT

         Events of Default.  An Event of Default shall exist upon the occurrence
of any of the following specified events (each an "Event of Default"):

         (a)  Payment.  Any Credit Party shall:
              ---------------------------------

                  (i) default in the payment when due of any principal of any of
the  Loans or of any  reimbursement  obligations  arising  from  drawings  under
Letters of Credit when and as the same shall become due and payable,  whether at
the  due  date  thereof  or  at a  date  fixed  for  prepayment  thereof  or  by
acceleration thereof or otherwise; or

                  (ii) default,  and such default shall continue  unremedied for
three (3) or more Business  Days, in the payment when due of any interest on the
Loans or on any reimbursement obligations arising from drawings under Letters of
Credit, or of any Fees or other Credit Obligations owing hereunder, under any of
the other Credit Documents or otherwise;

         Representations.  Any  representation,  warranty or  statement  made or
deemed  to be  made by any  Credit  Party  herein,  in any of the  other  Credit
Documents  or in any  statement  or  certificate  delivered  or  required  to be
delivered  pursuant  hereto  or  thereto  shall  prove  to have  been  false  or
misleading in any material  respect on the date as of which it was made,  deemed
to have been made or delivered;

         Covenants.  Any Credit Party shall:
         ---------

                  (i) default in the due  performance or observance of any term,
covenant or agreement  contained in Section  6.1(a),  (b), (c), (d), (e), (f) or
(i), 6.2, 6.9, 6.11, or 7.1 through 7.21, inclusive;

                  (ii) default in the due performance or observance of any term,
covenant or agreement contained in Section 6.1,(g) (h), (j), (k), (l) or (m) and
such default shall  continue  unremedied  for a period of at least 15 days after
the earlier of a Responsible  Officer of a Credit Party  becoming  aware of such
default or notice thereof by the  Administrative  Agent or the Required Lenders;
or

                  (iii)  default in the due  performance  or  observance  of any
term,  covenant or agreement  (other than those  referred to in subsection  (a),
(b), (c)(i) or (c)(ii) of this Section 8.1) contained in this Amended Agreement,
any of the other  Credit  Documents  or any Lender  Hedging  Agreement  and such
default  shall  continue  unremedied  for a period of at least 30 days after the
earlier  of a  Responsible  Officer  of a Credit  Party  becoming  aware of such
default or notice thereof by the Administrative Agent or the Required Lenders;

         Credit Documents.  Except as applicable to a Subsidiary of the Borrower
as a result of or in connection  with a  dissolution,  merger or  disposition of
such Subsidiary permitted under this Amended Agreement and except as a result of
releases of  Collateral  in  accordance  with all  applicable  provisions of the
Credit Documents,  any Credit Document shall fail to be in full force and effect
or to give the  Administrative  Agent or any  other  Secured  Party  the  Liens,
rights,  powers and privileges  purported to be created  thereby,  or any Credit
Party or any Person acting by or on behalf of any Credit Party shall so state in
writing;

         Bankruptcy,  etc. Any Bankruptcy  Event shall occur with respect to any
Consolidated Party;

         Defaults  under  Other  Agreements.  With  respect to any  Indebtedness
(other than  Indebtedness  outstanding  under the Credit Documents) in excess of
$750,000 in the aggregate for the Consolidated Parties taken as a whole, (A) any
Consolidated  Party shall default in any payment  (beyond the  applicable  grace
period with respect thereto, if any) with respect to any such Indebtedness,  (B)
any  Consolidated  Party shall default in the  observance or  performance of any
other term,  covenant,  condition or agreement  relating to such Indebtedness or
contained  in  any   instrument   or  agreement   evidencing  or  securing  such
Indebtedness or relating thereto, or any other event or condition shall occur or
condition  exist,  the effect of which default or other event or condition is to
cause, or permit the holder or holders of such  Indebtedness  (or any trustee or
agent on behalf of such holders) to cause (determined  without regard to whether
any notice or lapse of time is required) any such  Indebtedness  (or any portion
thereof) to become due prior to its stated maturity,  (C) any such  Indebtedness
(or any portion thereof) shall be declared due and payable, or shall be required
to be prepaid (other than by a regularly  scheduled  required  payment) prior to
the stated maturity thereof or (D) any  Consolidated  Party shall be required by
the  terms  of  such   Indebtedness  to  offer  to  prepay  or  repurchase  such
Indebtedness (or any portion thereof) prior to the stated maturity thereof;

         Judgments.  One or more  judgments or decrees shall be entered  against
one or more of the  Consolidated  Parties  involving a liability  of $500,000 or
more in the  aggregate  (to the  extent not paid or fully  covered by  insurance
provided by a carrier  which has  acknowledged  coverage  and has the ability to
perform)  and any  such  judgments  or  decrees  shall  not have  been  vacated,
discharged  or  stayed or bonded  pending  appeal  within 30 days from the entry
thereof,  or any action  shall be legally  taken by a judgment  creditor to levy
upon  assets  or  properties  of any  Consolidated  Party  to  enforce  any such
judgment;

         ERISA.  Any of the following  events or conditions shall occur: (i) any
"accumulated  funding  deficiency,"  as such term is defined  in Section  302 of
ERISA and  Section  412 of the Code,  whether or not  waived,  shall  exist with
respect to any Plan,  or any lien shall arise on the assets of any  Consolidated
Party or any ERISA Affiliate in favor of the PBGC or a Plan; (ii) an ERISA Event
shall  occur  with  respect  to  a  Plan,  which  is,  in  the  opinion  of  the
Administrative  Agent  or  the  Required  Lenders,   likely  to  result  in  the
termination of such Plan for purposes of Title IV of ERISA; (iii) an ERISA Event
shall occur with  respect to a  Multiemployer  Plan or Multiple  Employer  Plan,
which is, in the opinion of the  Administrative  Agent or the Required  Lenders,
reasonably  likely to result in (A) the termination of such Plan for purposes of
Title IV of ERISA or (B) any Consolidated Party or any ERISA Affiliate incurring
any liability in connection with a withdrawal  from,  reorganization  of (within
the meaning of Section 4241 of ERISA),  or  insolvency of (within the meaning of
Section 4245 of ERISA) such Plan;  (iv) any prohibited  transaction  (within the
meaning  of  Section  406 of ERISA or  Section  4975 of the  Code) or  breach of
fiduciary responsibility shall occur which may subject any Consolidated Party or
any ERISA Affiliate to any liability under Section 406, 409, 502(i) or 502(1) of
ERISA or Section  4975 of the Code or under any  agreement  or other  instrument
pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is
required to indemnify any Person  against any such  liability;  or (v) any other
event or condition out of the ordinary  course of business  shall occur or exist
with  respect to any Plan;  and,  in each case in clauses (i) through (v) above,
such event or condition,  together with all other such events or conditions,  if
any, could reasonably be expected to involve possible taxes, penalties and other
liabilities  affecting the Consolidated Parties in an aggregate amount in excess
of $750,000 or require payments by the Consolidated  Parties exceeding  $250,000
in any fiscal year of the Borrower;

         Intellectual  Property.  Any  Material  Intellectual  Property  or  any
material  license relating thereto shall be invalid or unenforceable in whole or
in part or shall for any reason not be in full force and effect and  enforceable
by the Consolidated  Parties or shall infringe the rights of any other Person or
any other adverse  change in the Material  Intellectual  Property  rights of the
Consolidated Parties shall occur and such event or condition,  together with all
other such events or conditions,  if any, could reasonably be expected to have a
Material Adverse Effect;

         Environmental  Matters.  Either  (i) any  Consolidated  Party  shall be
liable,  whether directly,  indirectly  through required  indemnification of any
Person or otherwise,  for the costs of investigation  and/or  remediation of any
Materials of Environmental Concern originating from or affecting any property or
properties,  whether or not owned, leased or operated by any Consolidated Party,
which liability, together with all other liabilities of the Consolidated Parties
arising out of Materials of  Environmental  Concern could reasonably be expected
to exceed  $400,000 in the  aggregate  or require  payments by the  Consolidated
Parties  exceeding  $200,000  in any  fiscal  year of the  Borrower  or (ii) any
Federal,  state,  regional,  local or other  environmental  regulatory agency or
authority  shall  commence  an  investigation  or take any  other  action  that,
individually  or in the  aggregate,  could  reasonably  be  expected  to  have a
Material Adverse Effect;

         Change of Control.  There shall occur any Change of Control;
         -----------------

         Material  Contracts.  Any  Material  Contract  shall be declared by any
Governmental  Authority  to be invalid or  unenforceable  in whole or in part or
shall for any other  reason  not be, or shall be  asserted  by any  Consolidated
Party or any Person acting by or on behalf of any Consolidated  Party not to be,
in full force and effect and  enforceable in accordance  with its terms and such
event or condition,  together with all other such events or conditions,  if any,
could reasonably be expected to have a Material Adverse Effect;

         Junior Subordinated Note. There shall occur and be continuing under the
Junior Subordinated Note any Event of Default (as defined therein);

         Senior Note  Agreement.  There shall occur and be continuing  under the
Senior Note Agreement any Event of Default (as defined therein);

         Senior  Subordinated   Credit  Facility.   There  shall  occur  and  be
continuing  under the Senior  Subordinated  Credit Facility any Event of Default
(as defined in the Senior Subordinated Credit Facility); or

         Tranche B Put Agreement.  There shall occur and be continuing under the
Tranche B Put  Agreement  any event,  act or condition  which with notice or the
lapse of time, or both, would  constitute an event of default  thereunder in the
due performance or observance of any term,  covenant or agreement by the Sponsor
or the Borrower.

         Acceleration; Remedies. Upon the occurrence of an Event of Default, and
at any time thereafter unless and until such Event of Default has been waived by
the requisite Lenders  (pursuant to the voting  requirements of Section 10.6) or
cured to the  satisfaction  of the  requisite  Lenders  (pursuant  to the voting
requirements  of Section  10.6),  the  Administrative  Agent  may,  and upon the
request and direction of the Required Lenders shall (subject to Section 9.1), by
written  notice  to the  Borrower,  take  any or  all of the  following  actions
(without  prejudice to the rights of the  Administrative  Agent or any Lender to
enforce its claims against the Credit Parties,  except as otherwise specifically
provided for in this Amended Agreement):

         (a)  Termination of Commitments.  Declare the  Commitments  terminated,
whereupon the Commitments shall be immediately terminated.

         Acceleration.   Declare  the  unpaid   principal  of  all  Loans,   any
reimbursement  obligations  arising from drawings  under Letters of Credit,  all
accrued  interest in respect  thereof,  all accrued and unpaid  Fees,  all other
Credit  Obligations and any and all other indebtedness or obligations of any and
every kind owing by any Credit Party to the  Administrative  Agent and/or any of
the Secured  Parties  under the Credit  Documents to be due  whereupon  the same
shall be immediately due and payable  without  presentment,  demand,  protest or
other notice of any kind, all of which are hereby waived.

         Cash  Collateral.  Direct the Borrower to pay (and the Borrower  agrees
that  upon  receipt  of such  notice,  or upon the  occurrence  and  during  the
continuance  of an Event of Default under Section  8.1(e),  it will  immediately
pay)  to  the   Administrative   Agent  additional  cash,  to  be  held  by  the
Administrative  Agent, in a cash collateral  account pursuant to Section 2.3(l),
in an amount equal to the aggregate  amount of the  outstanding  LOC Obligations
(including the maximum  aggregate amount which is, or at any time thereafter may
become,  available to be drawn under all Letters of Credit then outstanding) and
terminate any Letter of Credit which may be  terminated  in accordance  with its
terms.

         Enforcement of Rights. Enforce any and all rights and interests created
and  existing  under the Credit  Documents,  including  all rights and  remedies
existing under the  Collateral  Documents,  all rights and remedies  against the
Guarantors and all rights of set-off.

Notwithstanding  the foregoing,  (x) if an Event of Default specified in Section
8.1(e) shall occur, then the Commitments shall  automatically  terminate and all
Loans,  all  reimbursement  obligations  arising from drawings  under Letters of
Credit,  all accrued interest in respect  thereof,  all accrued and unpaid Fees,
all other Credit  Obligations and any and all other  indebtedness or obligations
owing to the  Administrative  Agent and/or any of the Secured  Parties under the
Credit Documents  automatically shall immediately become due and payable without
the  giving of any  notice or other  action by the  Administrative  Agent or the
Lenders  and (y) upon the  request  and at the  direction  of Lenders  holding a
majority of the Revolving Credit Facility Obligations,  the Administrative Agent
shall take the actions specified in Section 8.2(a) and/or 8.2(c).

         Agreements  with  respect  to and  Specific  Remedies  relating  to the
Tranche B Revolving  Loans.  The Borrower and the Lenders  acknowledge and agree
that the Tranche B Put Agreement is a separate  agreement for the obligations of
the Borrower for the benefit of the Tranche B Lenders  solely,  and the proceeds
of any payment made by the Sponsor pursuant to the Tranche B Put Agreement shall
be distributed  solely to the Tranche B Lenders as payment for their  respective
Tranche B Revolving Loans in accordance with, and on the terms set forth in, the
Tranche B Put Agreement.  The  Administrative  Agent in taking action under this
Section 8 with respect to the Tranche B Put Agreement shall do so solely for the
benefit of the Tranche B Lenders,  and upon the request and direction of Lenders
having in the aggregate at least seventy  percent of the  outstanding  principal
amount  of the  Tranche  B  Revolving  Loans  and  Unused  Tranche  B  Revolving
Commitment.

         Equitable  Remedies.  In case any one or more of the  covenants  and/or
agreements  set forth in this Amended  Agreement  or any other  Credit  Document
shall have been breached by any Credit Party, then the Administrative  Agent may
proceed to protect  and  enforce the  Lenders'  rights  either by suit in equity
and/or by action at law, including an action for damages as a result of any such
breach  and/or  an action  for  specific  performance  of any such  covenant  or
agreement  contained  in this Amended  Agreement or such other Credit  Document.
Without limitation of the foregoing,  each of the Parent and the Borrower agrees
that  failure to comply with any of the  covenants  contained  herein will cause
irreparable harm and that specific  performance  shall be available in the event
of any  breach  thereof.  The  Administrative  Agent  acting  pursuant  to  this
paragraph  shall be indemnified by the Borrower  against all liability,  loss or
damage,  together  with  all  reasonable  costs  and  expenses  related  thereto
(including reasonable legal and accounting fees and expenses) in accordance with
Section 10.5.

                                    SECTION 9

                                AGENCY PROVISIONS

         Appointment,  Powers and  Immunities.  Each Lender  hereby  irrevocably
appoints and authorizes the  Administrative  Agent to act as its  administrative
agent under this  Amended  Agreement  and the other Credit  Documents  with such
powers and discretion as are specifically  delegated to the Administrative Agent
by the terms of this Amended Agreement and the other Credit Documents,  together
with such other powers as are reasonably  incidental thereto. The Administrative
Agent (which term as used in this  sentence and in Section 9.5 and the first two
sentences of Section 9.6 hereof shall include its Affiliates and its own and its
Affiliates' officers, directors,  employees, and agents): (a) shall not have any
duties or  responsibilities  except  those  expressly  set forth in this Amended
Agreement and the other Credit Documents and shall not be a trustee or fiduciary
for any  Lender or other  Secured  Party;  (b) shall not be  responsible  to the
Secured Parties for any recital, statement,  representation or warranty (whether
written  or oral)  made in or in  connection  with any  Credit  Document  or any
certificate or other document referred to or provided for in, or received by any
of them under, any Credit Document, or for the value,  validity,  effectiveness,
genuineness,  enforceability or sufficiency of any Credit Document, or any other
document  referred to or  provided  for therein or for any failure by any Credit
Party or any other  Person to perform  any of its  obligations  thereunder;  (c)
shall not be  responsible  for or have any duty to  ascertain,  inquire  into or
verify the  performance  or  observance  of any  covenants or  agreements by any
Credit Party or the  satisfaction of any condition or the use of the proceeds of
the  Loans or the use of the  Letters  of Credit or the  existence  or  possible
existence  of any  Default  or Event  of  Default  or to  inspect  the  property
(including the books and records) of any Credit Party or any of its Subsidiaries
or  Affiliates;  (d) shall not be required to initiate or conduct any litigation
or  collection  proceedings  under  any  Credit  Document;  and (e) shall not be
responsible  for any  action  taken  or  omitted  to be  taken by it under or in
connection  with any Credit  Document,  except for its own gross  negligence  or
willful   misconduct.   The   Administrative   Agent  may   employ   agents  and
attorneys-in-fact  and shall not be responsible for the negligence or misconduct
of any such agents or  attorneys-in-fact  selected by it with  reasonable  care.
Without limiting the generality of the foregoing,  the  Administrative  Agent is
hereby  expressly  authorized  to  execute  any  and  all  documents  (including
releases)  with  respect to the  Collateral  and the rights of the Lenders  with
respect  thereto,  as  contemplated  by and in accordance with the provisions of
this Amended  Agreement and the  Collateral  Documents.  The  provisions of this
Section 9 are solely for the benefit of the Administrative Agent and the Lenders
and  none  of the  Credit  Parties  shall  have  any  rights  as a  third  party
beneficiary  of the  provisions  hereof.  In performing its functions and duties
under this Amended Agreement and the other Credit Documents,  the Administrative
Agent shall act solely as agent of the Lenders and does not assume and shall not
be deemed to have assumed any obligation or relationship of agency or trust with
or for any Credit Party or any of their respective Affiliates.

         Reliance  by Agents.  The  Agents  shall be  entitled  to rely upon any
certification, notice, instrument, writing or other communication (including any
thereof by telephone  or telecopy)  believed by it to be genuine and correct and
to have  been  signed,  sent or made by or on  behalf  of the  proper  Person or
Persons,  and upon advice and statements of legal counsel (including counsel for
any Credit Party),  independent  accountants  and other experts  selected by the
Administrative  Agent. The Administrative  Agent may deem and treat the payee of
any Note as the holder  thereof  for all  purposes  hereof  unless and until the
Administrative  Agent receives and accepts an Assignment and Acceptance executed
in accordance with Section 10.3 hereof. As to any matters not expressly provided
for by this Amended Agreement and the other Credit Documents, the Administrative
Agent shall not be required to exercise any  discretion or take any action,  but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining  from acting) upon the  instructions  of the Required
Lenders  (or to the  extent  specifically  provided  in  Section  10.6,  all the
Lenders),  and  such  instructions  shall  be  binding  on all  of the  Lenders;
provided,  however,  that the Administrative Agent shall not be required to take
any action that exposes the  Administrative  Agent to personal liability or that
is contrary to any Credit Document or applicable law or unless it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking any such action.

         Defaults. The Agents shall not be deemed to have knowledge or notice of
the occurrence of a Default or Event of Default unless the Administrative  Agent
has  received  written  notice  from a Lender or the  Borrower  specifying  such
Default  or Event of  Default  and  stating  that such  notice  is a "Notice  of
Default".  In the event that the Administrative  Agent receives such a notice of
the occurrence of a Default or Event of Default,  the Administrative Agent shall
give  prompt  notice  thereof to the  Lenders.  The  Administrative  Agent shall
(subject to Section 9.2 hereof) take such action with respect to such Default or
Event of  Default as shall  reasonably  be  directed  by the  Required  Lenders,
provided  that,  unless and until the  Administrative  Agent shall have received
such directions,  the  Administrative  Agent may (but shall not be obligated to)
take such  action,  or refrain  from taking such  action,  with  respect to such
Default or Event of Default as it shall deem  advisable in the best interests of
the Lenders.

         Rights as Lender. With respect to its Commitments and the Loans made by
them,  each  of  Bank  of  America  and  CIBC  (and  any  successor   acting  as
Administrative  Agent  or  Documentation  Agent,  as the  case  may  be,) in its
capacity as a Lender  hereunder shall have the same rights and powers  hereunder
as any other  Lender and may  exercise  the same as though it were not acting as
the  Administrative  Agent or  Documentation  Agent, as the case may be, and the
term  "Lender"  or  "Lenders"  shall,  unless the context  otherwise  indicates,
include the Administrative  Agent or Documentation Agent, as the case may be, in
its  individual  capacity.   Bank  of  America  (and  any  successor  acting  as
Administrative Agent) and CIBC (and any successor acting as Documentation Agent)
and their  respective  Affiliates may (without having to account therefor to any
Lender)  accept  deposits  from,  lend money to, make  investments  in,  provide
services  to,  and  generally  engage  in any  kind of  lending,  trust or other
business with any Credit Party or any of its Subsidiaries or Affiliates as if it
were not acting as Administrative  Agent or Documentation Agent, as the case may
be, and Bank of America (and any successor acting as  Administrative  Agent) and
its Affiliates may accept fees and other  consideration from any Credit Party or
any of its  Subsidiaries  or  Affiliates  for services in  connection  with this
Amended  Agreement  or otherwise  without  having to account for the same to the
Secured Parties.

         Indemnification.  The  Lenders  agree to  indemnify  the Agents (to the
extent not  reimbursed  under  Section  10.5  hereof,  but without  limiting the
obligations of the Borrower under Section 10.5) ratably in accordance with their
respective  Commitments (or, if the Commitments have expired or been terminated,
in accordance  with the respective  principal  amounts of outstanding  Loans and
Participation   Interests  of  the  Lenders),   for  any  and  all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  (including  attorneys'  fees) or  disbursements of any kind and nature
whatsoever  that may at any time  (including  at any time  following  the  final
payment of all of the obligations of the Borrower  hereunder and under the other
Credit  Documents)  be imposed on,  incurred by or asserted  against  either the
Administrative Agent or the Documentation Agent (including by any Lender) in any
way  relating  to or arising  out of any  Credit  Document  or the  transactions
contemplated thereby or any action taken or omitted by either the Administrative
Agent or the  Documentation  Agent under any Credit  Document;  provided that no
Lender  shall be liable for any of the  foregoing  to the extent they arise from
the gross  negligence  or willful  misconduct  of the Person to be  indemnified.
Without limitation of the foregoing,  each Lender agrees to reimburse the Agents
promptly upon demand for their ratable share of any costs or expenses payable by
the Borrower  under Section 10.5, to the extent that the Agents are not promptly
reimbursed for such costs and expenses by the Borrower.

         Non-Reliance  on  Agents  and  Other  Lenders.  Each  Lender  expressly
acknowledges that the Agents have not made any  representations or warranties to
it and that no act by the Agents hereinafter taken,  including any review of the
affairs  of any Credit  Party or any of their  respective  Affiliates,  shall be
deemed to constitute any representation or warranty by the Agents to any Secured
Party. Each Lender agrees that it has, independently and without reliance on the
Agents or any other Lender,  and based on such  documents and  information as it
has deemed appropriate, made its own credit analysis of the Consolidated Parties
and  decision  to  enter  into  this  Amended   Agreement   and  that  it  will,
independently  and without  reliance  upon the Agents or any other  Lender,  and
based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue to make its own analysis  and  decisions in taking or not taking
action  under the  Credit  Documents.  Except  for  notices,  reports  and other
documents and information  expressly  required to be furnished to the Lenders by
the  Administrative  Agent  hereunder,  the  Agents  shall  not have any duty or
responsibility  to  provide  any  Lender  with any  credit or other  information
concerning the affairs,  financial  condition or business of any Credit Party or
any other  Consolidated  Party or any of their Affiliates that may come into the
possession of the Agents or any of their respective Affiliates.

         Resignation  of  Administrative  Agent.  The  Administrative  Agent may
resign at any time by giving  notice  thereof to the Lenders  and the  Borrower.
Upon any such resignation,  the Required Lenders shall have the right to appoint
a successor  Administrative  Agent. If no successor  Administrative  Agent shall
have been so  appointed  by the Required  Lenders and shall have  accepted  such
appointment  within thirty (30) days after the retiring  Administrative  Agent's
giving of notice of resignation,  then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent which shall be a
commercial  bank organized under the laws of the United States of America having
combined  capital and surplus of at least  $100,000,000.  Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor, such successor
shall  thereupon  succeed  to and become  vested  with all the  rights,  powers,
discretion,  privileges and duties of the retiring Administrative Agent, and the
retiring   Administrative   Agent  shall  be  discharged  from  its  duties  and
obligations  hereunder.  After any retiring  Administrative  Agent's resignation
hereunder  as  Administrative  Agent,  the  provisions  of this  Section 9 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

                                   SECTION 10

                                  MISCELLANEOUS

         Notices. Except as otherwise expressly provided herein, all notices and
other  communications shall have been duly given and shall be effective (a) when
delivered,  (b) when transmitted via telecopy (or other facsimile device) to the
number set forth below,  (c) on the Business Day  following the day on which the
same has been delivered  prepaid to a reputable  national  overnight air courier
service or (d) on the third  Business Day following the day on which the same is
sent by certified  or  registered  mail,  postage  prepaid,  in each case to the
respective parties at the address,  in the case of the Borrower,  the Parent and
the Administrative  Agent, set forth below, and, in the case of the Lenders, set
forth on Schedule  1.1C,  or at such other  address as such party may specify by
written notice to the other parties hereto:

         if to the Borrower or the Parent,

                  ISG Resources, Inc.
                  136 East South Temple, Suite 1300
                  Salt Lake City, Utah 84111
                  Attn: J. I. Everest, II
                  Telephone: (801) 236-9700
                  Telecopy: (801) 236-9730; and

         if to the Administrative Agent,

                  Bank of America, N.A.
                  Independence Center, 15th Floor

                  NC1-001-15-04
                  101 North Tryon Street
                  Charlotte, North Carolina 28255
                  Attn: Holly Elsroth, Agency Services
                  Telephone: (704) 387-1184
                  Telecopy: (704) 409-0044
         with a copy to
                  Bank of America, N. A.
                  100 North Tryon Street
                  NC1-007-13-06
                  Charlotte, North Carolina  28255
                  Attention:  David Strickert
                  Telephone: (704) 386-8108
                  Telecopy: (704) 386-9607

         Right of Set-Off.  Upon the occurrence and during the continuance of an
Event of Default,  each Lender (and each of its Affiliates) is authorized at any
time and from time to time,  to the fullest  extent  permitted  by law,  without
presentment,  demand,  protest or other  notice of any kind (all of which rights
being hereby expressly waived),  to set-off and to appropriate and apply any and
all deposits (general or special, time or demand,  provisional or final) and any
other indebtedness at any time held or owing by such Lender (including branches,
agencies or Affiliates of such Lender wherever  located) to or for the credit or
the account of any Credit Party  against  obligations  and  liabilities  of such
Person to such Lender (and its Affiliates) hereunder, under the Notes, under the
other Credit  Documents or  otherwise,  irrespective  of whether such Lender (or
Affiliate) shall have made any demand  hereunder and although such  obligations,
liabilities or claims, or any of them, may be contingent or unmatured.  Any such
set-off shall be deemed to have been made  immediately upon the occurrence of an
Event of Default even though such charge is made or entered on the books of such
Lender  subsequent  thereto.  Each Lender agrees promptly to notify the Borrower
after  any such  set-off  and  application  made by such  Lender  (or any of its
Affiliates);  provided,  however, that the failure to give such notice shall not
affect the validity of such  set-off and  application.  Any Person  purchasing a
Participation  Interest  in the  Loans and  Commitments  hereunder  pursuant  to
Section  3.13 or 10.3(d) may  exercise  all rights of setoff with respect to its
Participation  Interest as fully as if such Person were a Lender hereunder.  The
rights of each  Lender  (and its  Affiliates)  under  this  Section  10.2 are in
addition to (and not in limitation of) any other rights and remedies  (including
other  rights of  set-off)  that such  Lender may have under  applicable  law or
otherwise.

         Benefit of Agreement.  (a) Generally.  This Amended  Agreement shall be
binding upon and inure to the benefit of and be  enforceable  by the  respective
successors and assigns of the parties  hereto;  provided that neither the Parent
nor the  Borrower may assign or transfer any of its  interests  and  obligations
without  prior  written  consent  of all the  Lenders  (and any  such  purported
assignment  or transfer  without such consent shall be void);  provided  further
that the rights of each Lender to transfer,  assign or grant  participations  in
its rights and/or  obligations  hereunder  shall be limited as set forth in this
Section 10.3.

         Assignments.  Each Lender may assign to one or more Eligible  Assignees
all or a portion of its  rights and  obligations  under this  Amended  Agreement
(including  all or a portion  of its  Loans,  its  Notes  and its  Commitments);
provided, however, that
-------- -------

                  (i)     each such assignment shall be to an Eligible Assignee;

                  (ii) each such assignment shall be in an amount at least equal
to $5,000,000,  except in the case of (A) an assignment to another Lender or any
Affiliate  of a  Lender  or an  assignment  of  all  of a  Lender's  rights  and
obligations  under this Amended Agreement or (B) the occurrence and continuation
of an Event of  Default,  or (C) an  assignment  to the  Sponsor  of  Tranche  B
Revolving Loans pursuant to the Tranche B Put Agreement;

                  (iii) each such assignment by a Lender shall be of a constant,
and not varying,  percentage of all of its rights and  obligations in respect of
its Commitments under this Amended Agreement and the other Credit Documents; and

                  (iv) the assignor and the assignee under such assignment shall
execute and deliver to the Administrative Agent for its acceptance an Assignment
and  Acceptance,  together  with any  Notes  subject  to such  assignment  and a
processing fee of $3,500.

Upon the later of (A) the execution,  delivery and acceptance of such Assignment
and  Acceptance  and (B) the effective  date  specified in such  Assignment  and
Acceptance,  the assignee  thereunder shall be a party hereto and, to the extent
of such assignment, have the obligations,  rights and benefits of a Lender under
this Amended  Agreement and the other Credit  Documents and the assigning Lender
shall, to the extent of such  assignment,  relinquish its rights and be released
from  its  obligations  under  this  Amended  Agreement  and  the  other  Credit
Documents.  Upon the  consummation  of any  assignment  pursuant to this Section
10.3(b),  the assignor,  the  Administrative  Agent and the Borrower  shall make
appropriate  arrangements so that, if required,  new promissory notes reflecting
such  assignment  are issued to the  assignor  and the assignee in the amount of
their respective  interests and in substantially  the form of the original Notes
(but with notation thereon that such new Notes are given in substitution for and
replacement of the original Notes or any replacements  thereof). If the assignee
is not  incorporated  under the laws of the United  States of America or a state
thereof,  it  shall  deliver  to  the  Borrower  and  the  Administrative  Agent
certification  as to  exemption  from  deduction  or  withholding  of  Taxes  in
accordance with Section 3.10.

         Register.  The  Administrative  Agent  shall  maintain  at its  address
referred to in Schedule 1.1C a copy of each Assignment and Acceptance  delivered
to and  accepted  by it and a  register  for the  recordation  of the  names and
addresses  of the  Lenders and the  Commitments  of, and  principal  amounts and
Interest  Periods of the Loans of each Type owing to,  each  Lender from time to
time (the  "Register").  The entries in the  Register  shall be  conclusive  and
binding  for  all  purposes,  absent  manifest  error,  and  the  Borrower,  the
Administrative  Agent  and the  Lenders  may treat  each  Person  whose  name is
recorded in the Register as a Lender  hereunder for all purposes of this Amended
Agreement. The Register shall be available for inspection by the Borrower or any
Lender  at any  reasonable  time and from  time to time  upon  reasonable  prior
notice. Upon its receipt of an Assignment and Acceptance executed by the parties
thereto,  together with any Notes subject to such  assignment and payment of the
processing  fee,  the  Administrative   Agent  shall,  if  such  Assignment  and
Acceptance  has  been  completed  and  is  in  accordance  with  the  applicable
requirements hereof, (i) accept such Assignment and Acceptance,  (ii) record the
information  contained  therein in the  Register  and (iii) give  prompt  notice
thereof to the parties thereto.

         Participations.  Each  Lender  may sell  participations  to one or more
Persons in all or a portion of its rights, obligations or rights and obligations
under this Amended  Agreement  (including all or a portion of its Commitments or
Loans); provided, however, that (i) such Lender's obligations under this Amended
Agreement  shall  remain  unchanged,   (ii)  such  Lender  shall  remain  solely
responsible to the other parties hereto for the performance of such obligations,
(iii)  the  participant  shall be  entitled  to the  benefit  of the  provisions
contained in Sections 3.6, 3.9, 3.10 and 3.11 and the right of set-off contained
in  Section  10.2 on the same  basis as if it were a Lender,  (iv) the  Borrower
shall  continue to deal solely and directly with such Lender in connection  with
such  Lender's  rights and  obligations  under this Amended  Agreement  and such
Lender  shall retain the sole right to enforce the  obligations  of the Borrower
relating to its Loans, its Notes and its Commitments (except for the obligations
to such  participant  referred to in the foregoing  clause (iii)) and to approve
any amendment, modification or waiver of any provision of this Amended Agreement
(other  than  amendments,  modifications  or  waivers  decreasing  the amount of
principal of or the rate at which  interest is payable on such Loans or Notes in
which such  participant  is  participating,  extending any  scheduled  principal
payment  date or  scheduled  interest  payment  date in respect of such Loans or
Notes in which such participant is participating,  extending such Commitments in
which such participant is participating or, except as expressly  provided in the
Credit  Documents,  releasing all or  substantially  all the Collateral from the
lien of the  Collateral  Documents or all or  substantially  all the  Subsidiary
Guarantors from the Subsidiaries  Guarantee Agreement) and (v) subparticipations
by any participant shall be prohibited and (vi) each such participation shall be
in an amount equal to at least $5,000,000, except in the case of a participation
to another  Lender or any Affiliate of a Lender or a  participation  of all of a
Lender's rights and obligations under this Amended Agreement.

         Regulatory  Matters.  Notwithstanding  any other provision set forth in
this Amended Agreement,  any Lender may at any time assign and pledge all or any
portion of its Loans and its Notes to any  Federal  Reserve  Bank as  collateral
security  pursuant to  Regulation A and any  Operating  Circular  issued by such
Federal Reserve Bank. No such assignment shall release the assigning Lender from
its obligations hereunder.

         Information.  Any Lender may furnish  any  information  concerning  any
Credit Party or any of its Subsidiaries or other Affiliates in the possession of
such  Lender  from  time  to  time  to  assignees  and  participants  (including
prospective assignees and participants),  subject, however, to the provisions of
Section 10.14 hereof.

         No Waiver; Remedies Cumulative.  No failure or delay on the part of the
Administrative  Agent or any other Secured Party in exercising any right,  power
or  privilege  hereunder  or under any other  Credit  Document  and no course of
dealing between the  Administrative  Agent or any other Secured Party and any of
the Credit  Parties shall operate as a waiver  thereof;  nor shall any single or
partial exercise of any right,  power or privilege  hereunder or under any other
Credit Document  preclude any other or further  exercise thereof or the exercise
of any other right, power or privilege  hereunder or thereunder.  The rights and
remedies of the Administrative Agent and the other Secured Parties hereunder and
under the other Credit  Documents are cumulative and not exclusive of any rights
or remedies  which the  Administrative  Agent or any other  Secured  Party would
otherwise  have at law or otherwise.  No notice to or demand on any Credit Party
in any case shall entitle the Borrower or any other Credit Party to any other or
further  notice or demand in  similar or other  circumstances  or  constitute  a
waiver of the rights of the Administrative Agent or the other Secured Parties to
any other or further action in any circumstances without notice or demand.

         Expenses; Indemnification. (a) The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with the
syndication, preparation, execution, delivery, administration,  modification and
amendment of this Amended  Agreement,  the other Credit  Documents and the other
documents to be delivered hereunder,  including the reasonable fees and expenses
of counsel for the Administrative Agent (including the cost of internal counsel,
to the extent not  duplicative  of work  completed  by  external  counsel to the
Administrative  Agent) with  respect  thereto and with  respect to advising  the
Administrative  Agent as to its  rights  and  responsibilities  under the Credit
Documents. The Borrower further agrees to pay on demand all reasonable costs and
expenses  of the  Administrative  Agent  and  the  Lenders,  if  any  (including
reasonable  attorneys' fees and expenses and the cost of internal  counsel),  in
connection  with  (i)  the  enforcement  (whether  through  negotiations,  legal
proceedings or otherwise) of the Credit  Documents and the other documents to be
delivered  hereunder  and  (ii)  any  claim  in  respect  of any  of the  Credit
Obligations  in any bankruptcy or insolvency  proceeding  relating to any Credit
Party.

         (b)  The   Borrower   agrees  to  indemnify   and  hold   harmless  the
Administrative  Agent, the Documentation Agent and each Lender and each of their
Affiliates  and their  respective  officers,  directors,  employees,  agents and
advisors  (each,  an  "Indemnified  Party") from and against any and all claims,
damages,   losses,   liabilities,   costs  and  expenses  (including  reasonable
attorneys'  fees) that may be incurred  by or  asserted  or awarded  against any
Indemnified  Party,  in each case  arising  out of or in  connection  with or by
reason  of  (including  in  connection  with any  investigation,  litigation  or
proceeding or  preparation  of defense in connection  therewith)  (i) the Credit
Documents, any of the transactions contemplated herein or the actual or proposed
use of the  proceeds  of the  Loans  or of the  Letters  of  Credit  or (ii) the
presence or Release of any Materials of Environmental  Concern at, under or from
any  Property  owned,  operated  or leased at any time  before or after the date
hereof by any Consolidated  Party, or the failure by any  Consolidated  Party to
comply with any  Environmental  Law,  except to the extent  such claim,  damage,
loss, liability, cost or expense is found in a final, non-appealable judgment by
a court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct or from a violation of Environmental Laws
with respect to any real property or the  presence,  release,  use,  generation,
discharge,   disposal,   storage  or  similar  action  regarding   Materials  of
Environmental  Concern with  respect to any real  property,  which  violation or
action first occurs after such real property is transferred  to any  Indemnified
Party  or its  successor  or  assignee  by  foreclosure  sale,  deed  in lieu of
foreclosure or similar  transfer  (except to the extent  actually  caused by any
Consolidated  Party).  In the  case of an  investigation,  litigation  or  other
proceeding  to  which  the  indemnity  in this  Section  10.5(b)  applies,  such
indemnity shall be effective  whether or not such  investigation,  litigation or
proceeding  is brought by any  Credit  Party,  its  directors,  shareholders  or
creditors or an Indemnified  Party or any other Person or any Indemnified  Party
is otherwise a party  thereto and whether or not the  transactions  contemplated
hereby are consummated.  The Borrower agrees not to assert any claim against the
Administrative  Agent, the  Documentation  Agent, any Lender,  any other Secured
Party, any of their Affiliates or any of their respective  directors,  officers,
employees,  attorneys,  agents and  advisers,  on any theory of  liability,  for
special, indirect, consequential or punitive damages arising out of or otherwise
relating to the Credit Documents, any of the transactions contemplated herein or
the actual or  proposed  use of the  proceeds  of the Loans or of the Letters of
Credit.

         Amendments,  Waivers and Consents.  Neither this Amended  Agreement nor
any other Credit Document nor any of the terms hereof or thereof may be amended,
modified or waived, unless such amendment,  modification or waiver is in writing
entered into by, or approved in writing by, the Required  Lenders,  the Borrower
and the Parent;  provided,  however,  that no such  amendment,  modification  or
waiver shall:

         (a) extend the final maturity of any Loan or the time of payment of any
reimbursement obligation (or any portion thereof) arising from a drawing under a
Letter of Credit,  without the prior  written  consent of each  Tranche A Lender
holding such Loan or a Participation Interest in such Letter of Credit;

         (b) reduce the rate of  interest  applicable  to any Credit  Obligation
(other  than as a  result  of  waiving  the  applicability  of any  post-default
increase in interest rates),  extend the time of payment of any interest thereon
(other than as a result of waiving any  mandatory  prepayment),  reduce any Fees
payable  hereunder or extend the time of payment of any Fees hereunder,  without
the  prior  written  consent  of each  Lender  to  whom  such  interest,  Credit
Obligation or Fee is owed;

         (c)  reduce  or  waive  the  principal  amount  of any  Loan  or of any
reimbursement obligation (or any portion thereof) arising from a drawing under a
Letter of Credit,  without the prior written consent of each Lender holding such
Loan or a Participation interest in such Letter of Credit;

         (d)  increase  the  Commitment  of a Lender over the amount  thereof in
effect or extend  the date  fixed for the  termination  of the  Commitment  of a
Lender (it being  understood and agreed that a waiver of any Default or Event of
Default or of any mandatory reduction in the Commitments shall not constitute an
increase  in the  terms of any  Commitment  of any  Lender),  without  the prior
written consent of such Lender;

         (e) release all or substantially all of the Collateral from the Lien of
the Collateral Documents (except as expressly provided in the Credit Documents),
without the prior written consent of each Lender;

         (f) release the Borrower or the Parent or, except as expressly provided
in the Credit Documents,  all or substantially all of the Subsidiary  Guarantors
from its or their  obligations  under the Credit  Documents,  without  the prior
written consent of each Lender;

         (g) consent to the assignment or transfer by the Borrower or the Parent
or, except as expressly  provided in the Credit Documents,  all or substantially
all the Subsidiary Guarantors of its or their rights and obligations under or in
respect of the  Credit  Documents,  without  the prior  written  consent of each
Lender;

         (h)  amend,  modify  or waive any  provision  of this  Section  10.6 or
Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 8.1(a),  10.2, 10.3, 10.5 or
10.9, without the prior written consent of each Lender;

         (i)  reduce any  percentage  specified  in, or  otherwise  modify,  the
definition  of Required  Lenders,  or  otherwise  change the  percentage  of the
Commitments,  the  percentage of the aggregate  unpaid  principal  amount of the
Notes or the number of Lenders which shall be required for the Lenders or any of
them to take action under any  provision of this Amended  Agreement or any other
Credit Document, without the prior written consent of each Lender;

         (j) release the Sponsor  from its  obligations  under the Tranche B Put
Agreement, without the prior written consent of each Tranche B Lender;

         (k) extend  the time for,  reduce the amount of or modify the manner of
application  of  proceeds  of  any  mandatory  prepayment  required  by  Section
3.3(b)(iii),  (iv),  (v) or (vi),  without  the  prior  written  consent  of the
Required Lenders;

         (l) effect any waiver of the  conditions  to funding  any (i) Tranche A
Revolving  Loan or to issuing any Letter of Credit,  without  the prior  written
consent  of  Lenders  having  in  the  aggregate  at  least  a  majority  of the
outstanding principal amount of Tranche A Revolving Loans, LOC Obligations,  and
Unused Tranche A Revolving Credit Commitments or (ii) Tranche B Revolving Loans,
without the prior  written  consent of Lenders  having in the aggregate at least
seventy percent of the outstanding principal amount of Tranche B Revolving Loans
and Unused Tranche B Revolving Credit Commitments.

         (m) effect any waiver, amendment or modification of Section 7.8(a) with
respect to the subordination  provisions of any Indebtedness,  without the prior
written consent of each Lender;

         (n) amend any provision of Section 9 or otherwise  affect any rights or
duties of the  Administrative  Agent,  without the prior written  consent of the
Administrative Agent; or

         (o) amend any  provision of Section 2.3 or otherwise  affect any rights
or duties of the  Issuing  Lender,  without  the prior  written  consent  of the
Issuing Lender.

Notwithstanding  the fact that the  consent of all the  Lenders is  required  in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such  Lender sees fit on any  bankruptcy  reorganization  plan that  affects the
Loans,  and each Lender  acknowledges  that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (y) the  Required  Lenders may  consent to allow a Credit  Party to use cash
collateral in the context of a bankruptcy or insolvency proceeding.  The various
requirements of this Section 10.6 are cumulative. Each Lender and each holder of
a Note shall be bound by any waiver,  amendment or  modification  authorized  by
this Section 10.6  regardless of whether its Note shall have been marked to make
reference thereto, and any consent by any Lender or holder of a Note pursuant to
this Section 10.6 shall bind any Person  subsequently  acquiring a Note from it,
whether or not such Note shall have been so marked.

         Counterparts.  This Amended  Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same  instrument.  It shall not be
necessary in making  proof of this  Amended  Agreement to produce or account for
more than one such  counterpart  for each of the  parties  hereto.  Delivery  by
facsimile  by any of the  parties  hereto  of an  executed  counterpart  of this
Amended  Agreement  shall be as  effective as an original  executed  counterpart
hereof  and  shall  be  deemed  a  representation   that  an  original  executed
counterpart  hereof  will be  delivered,  but the  failure to deliver a manually
executed  counterpart  shall not affect the validity,  enforceability or binding
effect of this Amended Agreement.

         Headings.  Section  headings and the Table of Contents  used herein are
for  convenience of reference  only, are not part of this Amended  Agreement and
are not to affect  the  construction  of, or to be taken into  consideration  in
interpreting, this Amended Agreement.

         Survival.  All indemnities set forth herein,  including those set forth
in Sections  2.3(i),  3.6, 3.10, 3.11, 9.5 and 10.5, shall survive the execution
and delivery of this Amended Agreement, the making of the Loans, the issuance of
the Letters of Credit,  the repayment of the Loans,  LOC  Obligations  and other
obligations  under the Credit  Documents,  the  termination  of the  Commitments
hereunder and the termination of this Amended Agreement. All representations and
warranties made by the Parent and the Borrower herein shall survive  delivery of
the Notes,  the making of the Loans hereunder and the issuance of the Letters of
Credit hereunder.

         Governing  Law;  Submission to  Jurisdiction;  Venue.  (a) THIS AMENDED
AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND OTHER
THAN AS EXPRESSLY SET FORTH IN SUCH OTHER CREDIT  DOCUMENTS)  AND THE RIGHTS AND
OBLIGATIONS  OF THE PARTIES  HEREUNDER AND  THEREUNDER  SHALL BE GOVERNED BY AND
CONSTRUED AND  INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE
WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT,  OR IF NO SUCH LAWS
OR RULES ARE  DESIGNATED,  THE UNIFORM  CUSTOMS  AND  PRACTICE  FOR  DOCUMENTARY
CREDITS (1993 REVISION),  INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500
AND, AS TO MATTERS NOT GOVERNED BY SUCH UNIFORM  CUSTOMS,  THE LAWS OF THE STATE
OF NEW YORK.  Any legal  action  or  proceeding  with  respect  to this  Amended
Agreement or any other Credit Document may be brought in the courts of the State
of New  York in New  York  County,  or of the  United  States  for the  Southern
District of New York, and, by execution and delivery of this Amended  Agreement,
each of the Parent and the Borrower hereby irrevocably accepts for itself and in
respect  of  its  property,  generally  and  unconditionally,  the  nonexclusive
jurisdiction  of such  courts.  Each of the  Parent  and  the  Borrower  further
irrevocably  consents to the service of process out of any of the aforementioned
courts in any such  action or  proceeding  by the  mailing of copies  thereof by
registered or certified mail,  postage  prepaid,  to it at the address set forth
for notices pursuant to Section 10.1, such service to become effective three (3)
days  after  such  mailing.  Nothing  herein  shall  affect  the  right  of  the
Administrative  Agent  or any  Lender  to  serve  process  in any  other  manner
permitted  by law or to  commence  legal  proceedings  or to  otherwise  proceed
against any Credit Party in any other jurisdiction.

         (b) Each of the Parent and the Borrower hereby  irrevocably  waives any
objection  which it may now or  hereafter  have to the laying of venue of any of
the aforesaid  actions or proceedings  arising out of or in connection with this
Amended Agreement or any other Credit Document brought in the courts referred to
in subsection (a) above and hereby further  irrevocably waives and agrees not to
plead or claim in any such court that any such action or  proceeding  brought in
any such court has been brought in an inconvenient forum.

         (c) TO THE EXTENT PERMITTED BY LAW, EACH OF THE  ADMINISTRATIVE  AGENT,
THE LENDERS,  THE PARENT AND THE BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL  BY JURY IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM  ARISING  OUT OF OR
RELATING TO THIS AMENDED  AGREEMENT,  ANY OF THE OTHER  CREDIT  DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

         Severability.  If any  provision  of any of  the  Credit  Documents  is
determined to be illegal,  invalid or  unenforceable,  such  provision  shall be
fully  severable  and the  remaining  provisions  shall remain in full force and
effect and shall be construed  without giving effect to the illegal,  invalid or
unenforceable  provisions.  The parties  hereto  shall  endeavor  in  good-faith
negotiations to replace the invalid,  illegal or  unenforceable  provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

         Entirety.  This Amended  Agreement,  the other Credit Documents and the
Lender Hedging Agreements, if any, represent the entire agreement of the parties
hereto and thereto regarding the subject matter hereof and thereof and supersede
all prior agreements and understandings,  oral or written, if any (including any
commitment letters or correspondence)  relating to such subject matters. Nothing
in this Amended Agreement or any other Credit Document, expressed or implied, is
intended to confer upon any party (other than the parties hereto and thereto and
the other Secured  Parties) any rights,  remedies,  obligations  or  liabilities
under or by reason of this Amended Agreement and the other Credit Documents.

         Binding Effect;  Termination.  (a) This Amended  Agreement shall become
effective  at such time on or after the  Effective  Date when it shall have been
executed  by the  Borrower,  the Parent and the  Administrative  Agent,  and the
Administrative  Agent shall have received copies hereof (telefaxed or otherwise)
which, when taken together,  bear the signatures of each Lender,  and thereafter
this  Amended  Agreement  shall be binding  upon and inure to the benefit of the
Borrower,  the  Parent,  the  Administrative  Agent  and each  Lender  and their
respective permitted successors and assigns.

         (b) The term of this  Amended  Agreement  shall be until no Loans,  LOC
Obligations  or any other  amounts  payable  hereunder or under any of the other
Credit  Documents  shall  remain  outstanding,  no  Letters  of Credit  shall be
outstanding,  all of the Credit  Obligations have been irrevocably  satisfied in
full and all of the Commitments hereunder shall have expired or been terminated.

         Confidentiality.  Each of the  Administrative  Agents  and the  Lenders
(each, a "Lending Party") agrees to keep confidential any information  furnished
or made available to it by any Credit Party  pursuant to this Amended  Agreement
that is marked  confidential;  provided  that nothing  herein shall  prevent any
Lending Party from disclosing such information (a) to any other Lending Party or
any Affiliate of any Lending Party, or any officer, director, employee, agent or
advisor of any Lending Party or Affiliate of any Lending Party, (b) to any other
Person if reasonably  incidental to the  administration of the credit facilities
provided  herein,  (c) as required by any law, rule or regulation,  (d) upon the
order of any court or administrative  agency,  (e) upon the request or demand of
any  regulatory  agency or  authority,  (f) that is or becomes  available to the
public or that is or becomes  available  to any  Lending  Party  other than as a
result  of a  disclosure  by  any  Lending  Party  prohibited  by  this  Amended
Agreement,  (g) in connection with any litigation to which such Lending Party or
any of its Affiliates may be a party,  (h) to the extent necessary in connection
with the exercise of any remedy under this Amended Agreement or any other Credit
Document, (i) subject to provisions  substantially similar to those contained in
this Section 10.14, to any actual or proposed participant or assignee and (j) to
the extent that the Borrower shall have consented in writing to such disclosure.
Nothing set forth in this Section 10.14 shall obligate the Administrative  Agent
or any Lender to return any materials furnished by the Credit Parties.

         Source of Funds.  Each of the Lenders hereby represents and warrants to
the  Borrower  that at least  one of the  following  statements  is an  accurate
representation as to the source of funds to be used by such Lender in connection
with the financing hereunder:

         (a) no part of such funds constitutes  assets allocated to any separate
account  maintained  by such Lender in which any  employee  benefit plan (or its
related trust) has any interest;

         (b) to the  extent  that  any  part of such  funds  constitutes  assets
allocated to any separate  account  maintained  by such Lender,  such Lender has
disclosed to the Borrower the name of each employee benefit plan whose assets in
such  account  exceed 10% of the total  assets of such account as of the date of
such purchase (and, for purposes of this  subsection  (b), all employee  benefit
plans maintained by the same employer or employee  organization are deemed to be
a single plan);

         (c) to the extent that any part of such funds constitutes  assets of an
insurance  company's  general account,  such insurance company has complied with
all of the requirements of the regulations issued under Section  401(c)(1)(A) of
ERISA; or

         (d) such funds constitute  assets of one or more specific benefit plans
which such Lender has identified in writing to the Borrower.

As used in this Section 10.15,  the terms "employee  benefit plan" and "separate
account" shall have the respective  meanings assigned to such terms in Section 3
of ERISA.

         Conflict.  To the  extent  that there is a  conflict  or  inconsistency
between any provision  hereof,  on the one hand,  and any provision of any other
Credit Document, on the other hand, this Amended Agreement shall control.

[Signature Page to Follow]


<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amended Agreement to be duly executed and delivered as of the date first
above written.

BORROWER:           ISG RESOURCES, INC.,
                    a Utah corporation

                     By:
                     Name:
                     Title:

PARENT:              INDUSTRIAL SERVICES GROUP, INC.,
                     a Delaware corporation

                     By:
                     Name:
                     Title:

LENDERS:             BANK OF AMERICA, N. A.,
                     individually in its capacities as a Tranche A Lender, as a
                     Tranche B Lender, as Administrative Agent and as Issuing
                     Lender

                     By:
                     Name:
                     Title:

                     CANADIAN  IMPERIAL  BANK OF
                     COMMERCE,  individually  in
                     its capacities as a Tranche
                     A     Lender     and     as
                     Documentation Agent

                     By:
                     Name:
                     Title:

                     ZIONS FIRST NATIONAL BANK, as a Tranche A Lender and a
                     Tranche B Lender

                     By:
                     Name:
                     Title:


<PAGE>



                                  SCHEDULE 1.1D

                              Pro Forma Adjustments
                                       for
                            Post Closing Acquisitions

                                                       Adjustments
Company Name                                 (in thousands of dollars)
------------

JTM                                           $236

Pozzolanic                                    $312

PPA                                           $771

Fly Ash                                       $211

US Ash                                        $2,796

<PAGE>



                                  SCHEDULE 5.25

                                   Recordings

ISG Manufactured Products, Inc.                                Utah - SOS

Don's Building Supply L.L.P.                                   Utah - SOS
Don's Building Supply L.L.P.                                   Texas - SOS

Best Masonry & Tool Supply,
Inc. f/k/a J. Marvin Isaac                                     Utah - SOS

ISG Capital Corporation                                        Utah - SOS

Industrial Services Group, Inc.                                Utah - SOS

<PAGE>
Credit Agreement Disclosure Schedule

                                                SCHEDULE 1.1A TO THE
                                                  CREDIT AGREEMENT

                                                Permitted Investments

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:

         (i)      Wells Fargo, Salt Lake City, Utah,
                  4801908005-Master   account   (lockbox   deposits   go   here,
                  disbursement accounts are funded from here).

                  Lockbox # 200988, Dallas,  TX-Lockbox for all of ISG Resources
                  recievables; payments, excluding manufactured products.

                  4759613581-ISG  Resources AP account,  controlled disbursement
                  through Wachovia in Greenville, SC, Positive Pay service, ZBA.

                  4801907973-Payroll  account-ZBA-payments  to ADP flow  through
                  here,  actual  paychecks are cut from ADP  accounts,  only ACH
                  transactions   and  manual  payroll  checks  go  through  this
                  account.

                  4801907981-Medical      Claims      account-medical     claims
                  reimbursements, etc., ZBA account.

                  4801907999-Flexible Spending account, ZBA.

                  4417889045-Sweep  account, excess funds from master account go
                  into this overnight investment account.

         (ii)     Bank of America, Charlotte, NC

                  3750884343-Master  account-lockbox  deposits go here, payables
                  fund from here, closure pending redirection of receipts.

                  3299934093-AP-closed.

                  3299934085-Payroll-closed.

                  3299943896-Medical Claims-closure pending as checks clear.

                  3751046533-Flexible Spending-closure pending as checks clear.

Best Masonry & Tool Supply, Inc.

         (ii)     Merrill Lynch, Houston, Texas

                  443-07-480,  Merrill Lynch-Master  account, cash from the Best
                  store-level  bank accounts are collected  here;  payables were
                  paid from here until March, 2000, now paid through the account
                  below-once the checks that are outstanding  clear, the account
                  will be closed,  and all cash will be collected in Wells Fargo
                  account number 4801908179.

         (iii)    Wells Fargo, Greenville, South Carolina

                  4759624976,   Wells   Fargo-ISG   Manufactured   Products   AP
                  Disbursement Account; all manufactured products subs will fund
                  payables  from this  account,  Best is  currently  doing this,
                  Magna Wall will follow May 1st, then Osborne and Don's.

                  Best  Store-Level  Cash  Collection  Accounts,   all  accounts
                  electronically  transfer  funds to the  Merrill  Lynch  master
                  account,  these will be switched over once that account closes
                  to instead  transfer funds to the Wells Fargo cash  collection
                  account 4801908179.

                  2-       Chase Bank, Houston, Texas
                           05300008375, Chase Bank, North & South Houston Stores
                           (being  closed  4/28,  switching  over to Wells Fargo
                           account 4801908179)

                  2-       Premier Bank, Atlanta, Georgia
                           0013589, Premier Bank, Atlanta, GA stores

                  3-       Norwest Bank, San Antonio, Texas
                           230110551, Norwest Bank, San Antonio store

Magna Wall, Inc.

         (i)      Broadway Bank, Boerne, Texas, Acct. No. 0344613

Lewis W. Osborne, Inc.

         (ii)     Cerritos Valley Bank, Norwalk, California, Acct.
                  No. 001-005154

Don's Building Supply, Inc.

         (ii)     Bank One, Dallas, Texas, Acct. No. 919-103-6490

<PAGE>
Credit Agreement Disclosure Schedule

                              SCHEDULE 1.1B TO THE

                                CREDIT AGREEMENT

                                      Liens

Industrial Services Group, Inc.
         None.

ISG Resources, Inc.

               o    Arkansas  Secretary  of  State  Filing  with GE  Capital  as
                    Secured Party for equipment lease.

               o    Arkansas  Secretary  of  State  Filing  with GE  Capital  as
                    Secured Party for screening plant.

               o    Arkansas Secretary of State Filing with Associates  Leasing,
                    Inc. as Secured Party Re: equipment lease.

               o    Florida  Secretary of State  Filing with Tech Data Corp.  as
                    Secured Party for goods sold.

               o    Georgia  Secretary of State Filing with Associates  Leasing,
                    Inc. as Secured Party Re: equipment lease.

               o    Georgia, Cobb County Filing with GE Capital as Secured Party
                    for Michigan Loader lease.

               o    Georgia,  Cobb  County  Filing  with Deere  Credit,  Inc. as
                    Secured Party for Wheel Loader.

               o    North Carolina  Secretary of State Filing with GE Capital as
                    Secured Party for equipment lease.

               o    North Carolina  Secretary of State Filing with Action Mobile
                    Industries as Secured Party for Field Office Trailer.

               o    Texas  Secretary  of State Filing with  Associates  Leasing,
                    Inc. as Secured Party for equipment lease.

               o    Texas  Secretary of State Filing with Hoss  Equipment Co. as
                    Secured Party for Tractor Lease.

               o    Utah  Division of  Corporations  and  Commercial  Code State
                    Filing with  Associates  Leasing,  Inc. as Secured Party for
                    equipment lease.

               o    Utah  Division of  Corporations  and  Commercial  Code State
                    Filing with Les Olson Co. for 3 fax machines.

               o    Utah  Division of  Corporations  and  Commercial  Code State
                    Filing with Revco for 2 copiers and sorters.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:
         None.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>
Credit Agreement Disclosure Schedule

                              SCHEDULE 1.1C TO THE
                                CREDIT AGREEMENT

                                     Lenders
                                     -------
<PAGE>

                                  SCHEDULE 1.1D

                              Pro Forma Adjustments
                                       for
                            Post Closing Acquisitions

                                                    Adjustments
Company Name                                  (in thousands of dollars)
------------

JTM                                           $236

Pozzolanic                                    $312

PPA                                           $771

Fly Ash                                       $211

US Ash                                        $2,796
<PAGE>

Credit Agreement Disclosure Schedule

                               SCHEDULE 5.1 TO THE
                                CREDIT AGREEMENT

                              Material Liabilities

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:
         None.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:
         None.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>
Credit Agreement Disclosure Schedule

                               SCHEDULE 5.8 TO THE
                                CREDIT AGREEMENT

                                   Litigation

Industrial Services Group, Inc.:
         None.

ISG Resouces, Inc.:
         None.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:
         None.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>
Credit Agreement Disclosure Schedule

                              SCHEDULE 5.10 TO THE
                                CREDIT AGREEMENT

                               Compliance with Law

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:

         None, other than as disclosed in Schedule 5.15 to the Credit Agreement.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:
         None.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>
Credit Agreement Disclosure Schedule


                              SCHEDULE 5.11 TO THE
                                CREDIT AGREEMENT


                                      ERISA


Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:
         None.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:
         None.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>
Credit Agreement Disclosure Schedule

                              SCHEDULE 5.12 TO THE

                                CREDIT AGREEMENT
<TABLE>
<CAPTION>

                                  Subsidiaries

                                                            Authorized/              % Outstanding
                                                            Outstanding              Shares held by
Name                                         State          Shares                   any Person
----                                         -----          ------                   ----------
<S>                                          <C>            <C>                       <C>

Best Masonry & Tool Supply, Inc.             Texas          100,000/1,000            100% by ISG
f/k/a J. Marvin Isaac Interests, Inc.:                                               Resources, Inc.

Lewis W. Osborne, Inc.:                      California     25,000/12,296            100% by ISG
                                                                                     Resources, Inc.

United Terrazzo Supply Co., Inc.:            California     800/16                   100 % by  ISG
                                                                                     Resources, Inc.

Magna Wall, Inc                              Texas          1,000,000/1,000          100% by ISG
                                                                                     Resources, Inc.

ISG Manufactured Products, Inc.:             Utah           10,000,000/1,000         100% by ISG
                                                                                     Resources, Inc.

ISG Capital Corporation:                     Utah           10,000,000/100           100% by ISG
                                                                                     Resources, Inc.

Don's Building Supply, L.L.P.:               Texas          100 %                    99% by ISG Manufactured
                                                                                     Products, Inc.  1% by ISG
                                                                                     Resources, Inc.
</TABLE>
<PAGE>
Credit Agreement Disclosure Schedule

                              SCHEDULE 5.15 TO THE

                                CREDIT AGREEMENT

                                               Environmental Matters

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:

     On September 10, 1997, JTM Industries,  Inc. (predecessor to ISG Resources,
     Inc.)  Received a Notice of  Violation  related to a storage  pile  dusting
     problem from the Pennsylvania  DEP. This has been corrected by the addition
     of water.

               o    JTM and  Reynolds  Metals  signed  a  by-product  management
                    agreement in June of 1993 covering the  exclusive  marketing
                    and disposal of kiln residue and  landfill  leachate.  These
                    material  have been  managed  under  RCRA  requirements  for
                    non-hazardous solid waste as a de-listed material.  The U.S.
                    EPA  issued  a  Unilateral  Administrative  Order  (UAO)  to
                    Reynolds  that became  effective  on  September 8, 1997 that
                    orders these materials to be handled as hazardous waste. JTM
                    is  continuing  to  manage  the kiln  residue  and  landfill
                    leachate in accordance with Reynold's operating instructions
                    which are in compliance with UAO.

Under contract to Reynold Metals Company, JTM transported treated spent potliner
to a former  bauxite  mine for use in  reclaiming  the mine by filling  the mine
pits. The former mine facility is referred to as the "Hurricane Creek" facility.
JTM placed  treated  spent  potliner in the mine pit. On June 27, 1997  Reynolds
entered into an Administrative  Order on Consent with the Arkansas Department of
Pollution Control and Ecology, which requires Reynolds to discontinue use of the
Hurricane Creek facility for disposal fo treated spent potliner,  and to perform
an  evaluation  of potential  impacts to  groundwater.  The U.S. EPA  Unilateral
Administrative  Order  also  requires  Reynolds  to perform a  geotechnical  and
hydrogeologic assessment of the Hurricane Creek facility.

As part of the  permits  or  regulations  for  structural  fills  in  Tennessee,
Virginia and North  Carolina,  JTM must place a deed of notice  statement  which
would notify the public that coal  combustion  products  have been  utilized and
placed on the site. This deed of notice statement has been in place at all times
and at all locations as required by Tennessee, Virginia and North Carolina.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:
         None.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>

Credit Agreement Disclosure Schedule

                              SCHEDULE 5.16 TO THE
                                CREDIT AGREEMENT

                              Intellectual Property

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:

         See Attachments to this Schedule.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:

TRADEMARKS:

             Magna Wall     2,160,040     USA     5/26/98  MAGNAWALL

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>
Credit Agreement Disclosure Schedule

                       ATTACHMENT TO SCHEDULE 5.16 TO THE
                                CREDIT AGREEMENT

                              Intellectual Property

ISG Resources, Inc.:

TRADEMARKS:

                  1,010,455     USA     5/13/75     POZICON

                  1,049,269     USA     3/3/00      STA-BLEND

                  1,152,421     USA     4/28/81     POZZOLANIC
                                                    and Design

                  1,248,044     USA     5/1/89      ORBALOID

                  1,395,433     USA     6/3/86      POZZALIME

                  1,402,656     USA     7/22/86     GYPCEM

                  1,448,523     USA     7/21/87     FLEXCRETE

                  1,454,791     USA     9/1/87      PEANUT MAKER

                  1,601,725     USA     6/19/90     POWERLITE

                  1,623,166     USA     12/20/90    ENVIRA-CEMENT

                  1,744,157     USA     1/5/93      ALSIL

                  1,780,954     USA     7/13/93     FERRO FLOW

                  1,911,817     USA     8/23/95     FLO FIL

                  1,922,933     USA     9/26/95     FLEXBASE

                  2,004,062     USA     4/25/95     C-STONE

                  2,341,611     USA     4/8/96      ALKA PHIX
<PAGE>

                  75,256,274    USA     3/12/97     COAL BYPRODUCTS
                                                    & Design

                  Applied For   USA     5/9/00      FIBERLITE

PATENTS:

Apparatus for Continuously  Processing  Particulate  Cementitious Material & Fly
Ash Solids, Etc.

5,433,520            Adams         USA                7/18/95
                     Falls         International

Serial 08,573,043                  USA
    PCT/US96,204,53  Green
                     Zimmerman     International      12/13/96
                     Jorgensen
                     Jenson

    European part:
    96945253.1                     European           12/13/96

Use of Alumina Clay with Cement Fly Ash Mixtures
5,693,137            Styron        USA                12/2/97
    US 94/11799      Styron        PCT                4/27/95

Method of Making Asphaltic Roofing Material Containing Class F Fly Ash
5,565,239            Pike          USA                10/15/96

Method & Apparatus for Reducing Carbon Content in Fly Ash
5,513,755            Heavilon      USA                5/7/96
                     Pike
                     Savage
                     Styron

Use of Alumina Clay with Cement Fly Ash Mixtures
5,484,480            Styron        USA                1/16/96

Asphaltic Roofing Material with Class F Fly Ash Filler
5,391,417            Pike          USA                2/21/95

Method & Apparatus for Reducing Carbon Content in Particulate Mixtures
5,299,692            Nelson        USA                4/5/94
                     Heavilon
                     Styron
                     Fletcher

Artificial Reefs Manufactured from Coal Combustion By-Products
5,199,377            Ghermann, III USA                4/6/93
                     Anderson
                     Ray
                     Baker, Jr.

Fixation & Utilization of Ash Residue from the Incineration of Muni. Waste
5,196,620            Gustin        USA                3/23/93
                     Shannonhouse
                     Styron

Mixer Apparatus and Method of Blending Various Materials
5,094,541            Nelson        USA                3/10/92

Road Base Stabilization using Lime Kiln Dust
4,373,958            Jones         USA                2/15/83
                     Boggs

683101               Styron        Australia          10/30/97

724548               Styron        Europe             8/7/96

2068362              Pike          Canada             5/31/94

2,071,139-6          Gustin        Canada             12/14/92
                     Shannonhouse
                     Styron

582008               Gustin        EP                 2/9/94
                     Shannonhouse
                     Styron

6144896              Gustin        Japan              5/24/94
                     Shannonhouse
                     Styron

Sludge Stabilizing Method & Apparatus
5,040,900            Boggs         USA                8/20/91

Ultrasonic & Conditioning & Wet Fly Ash
5,840,179            Minkara       USA                8/18/98
                     Heavilon

Ultrasonic Conditioning & Wet Fly Ash
5,988,396            Minkara       USA                11/23/99

Masonry Cement Compositions
Serial60/155,861     Boggs         USA                9/24/99
                                   Nordmeyer
                                   Pike

Carbon Scavenger Fly Ash Pretreatment
Serial60/188,737     Boggs         USA                3/13/00

COPYRIGHTS:

ISG Resources, Inc.  TX 1,927,108  USA                9/29/86      The Mobile
                                                                   Stabilization
                                                                   Plant

ISG Resources, Inc.  TX 1.963,712  USA                12/17/86     JTM Brochure
<PAGE>
Credit Agreement Disclosure Schedule

                                              SCHEDULE 5.19(a) TO THE
                                                 CREDIT AGREEMENT

                                            Leased and Owned Properties

ISG Resources, Inc.:

     1.   JTM  Industries,  Inc.,  1000  Cobb  Place  Boulevard,  Building  400,
          Kennesaw, GA 80144

     2.   North  Carolina-Marshall c/o Plant Marshall, P. O. Box 720, Leland, NC
          28451

     3.   Virginia-Birchwood, 12110 Old Stage Road, Chester, VA 23831

     4.   Pennsylvania-Allentown, Commerce Plaza, 5100 Tilghman Street, Building
          2, Suite 255, Allentown, Pennsylvania 18104

     5.   Pennsylvania-Bloomsburg,  P. O. Box  280,  Bloomsburg,  PA 17815  (921
          Millville Road)

     6.   Pennsylvania-Good Spring, Porter Site-Logan, 501 West Main Street, Box
          94, Good Spring, Pennsylvania 17981

     7.   Pennsylvania-Holtwood, 482 Old Holtwood Road, Holtwood, PA 17532

     8.   Pennsylvania-Montour  Plant,  c/o Penn Power and Light,  Office  Space
          Lease $150 for both

     9.   Chemical Lime (5 Silos), Delta, Utah

     10.  Ohio-Dublin,  555 Metro Place, Suite 100, Dublin,  Ohio 43017,  Office
          Space-Lease $560

     11.  Ohio-Sammis, Sammis Station, P. O. Box 207, Stratton, OH 43961, Office
          Space- Lease $250

     12.  West Virginia-John Amos Plant, P. O. Box 896, Winfield,  West Virginia
          25213, Office Space-Lease $100 (1530 Winfield Road)

     13.  West Virginia-Point  Pleasant,  4001/2Main Street, Point Pleasant,  WV
          25550, Office Space-Lease $500

     14.  Arkansas-Hurricane  Creek,  P. O. Box 80,  Baurite,  AR 72011,  Office
          Trailer-Lease $775 (3201 South Reynolds Road)

     15.  Virginia - Glen Lyn, P. O. Box 64, Glen Lyn, VA, Office  Trailer-Lease
          $235

     16.  Second Lease at Dublin, Ohio, 555 Metro Place, Suite 117

     17.  KBK  Enterprises,  Inc.,  1000 Cobb  Place  Boulevard,  Building  400,
          Kennesaw, Georgia 30144

     18.  Georgia-Materials Testing and Research Facility, 2650 Highway 113, SW,
          Taylorsville,  Georgia  30178,  MTRF  Plant-Own,  Lab Facility @ Pilot
          Plant-Own, 34X30 Lab Building Addition-Own

     19.  Alabama-Gorgas,  464 Gorgas  Road,  Parrish,  AL 35580,  12x24  Office
          Building-Own, 12x16 Storage Break Area-Own

     20.  Florida-SIRPP,  05634 East  Harbor  Drive,  Fruitland  Park,  FL 34731
          (11201 New Berlin Road, Jacksonville,  FL 32226), Office Trailer-Model
          S824-Own

     21.  Georgia-Atlanta  Terminal,  2825 Humphries Way,  Doraville,  GA 30360,
          Mobile Office-Own, Fly Ash Blower Building-Own

     22.  Georgia-Dublin, P. O. Box 13351, East Dublin, GA 31027 (Shaddock Creek
          Road),  We have  an  office  trailer  that we own but it is not on the
          Fixed Asset Listing

     23.  Georgia-Stilesboro,  322 Covered Bridge-Road, SW, Catersville, Georgia
          30120, Roofs-Bowen Building-Own, Plant Bowen Building-Own

     24.  North  Carolina-Belews  Creek Plant,  P. O. Box 130,  Belews Creek, NC
          27009 (Pine Hall Road-across from Belews Creek Steam Station),  Mobile
          Office-Own

     25.  North  Carolina-Leland,  P. O. Box 720,  Leland,  North Carolina 28451
          (2250 Commerce Drive, NE), Office Trailer-Own

     26.  Tennessee-Lost  Ridge (Bull Run),  104 Camden Road,  Anderson  County,
          Clinton, TN 37716, Office Trailer-Own, Masonite Storage Building-Own

     27.  Virginia-Carbo Plant (Operations),  P. O. Box 46, Cleveland,  VA 42445
          (Appalachian   Power   Company,   Clinch   River   Plant,   Corner  of
          Intersections  of Routes  664 and 665),  Field  Office  Trailer  Model
          1050-Own

     28.  Virginia-Richmond,  1202 Bellwood  Road,  Richmond,  VA 23237,  Office
          Space furnished by Dupont

     29.  Connecticut-Thames,  141 Depot  Road,  Uncasville,  CT  06382,  Office
          Trailer-Own

     30.  Maryland-Brandon  Shores,  Baltimore Gas and Electric,  Brandon Shores
          Station, 1000 Brandon Shores Road,  Baltimore,  MD 21226, Office space
          furnished by Baltimore Gas and Electric Company

     31.  Pennsylvania-Brunner Island, P. O. Box 221, York Haven, PA 17370 (Wago
          Road), Office space furnished

     32.  Pennsylvania-Good Spring, Harriman Site, 501 West Main Street, Box 94,
          Good Spring, PA 17981, 9x40 Williams Trailer-Own

     33.  Pennsylvania-Montour  Plant, c/o  Pennsylvania  Power and Light, P. O.
          Box 128, Washingtonville,  PA 17884 (State Route 1002-30), 40' Storage
          Trailer-Own

     34.  Pennsylvania-Sunbury,   Old  Trial-General  Delivery,   Shamokin  Dam,
          Pennsylvania 17876, 8x36 Scale House-Own, Storage Building-Own

     35.  West  Virginia-Mountaineer,  P. O. Box 209, New Haven, WV 25265 (Broad
          Run Road), 50x60x24 Building-Own, Office Trailer-Own

     36.  Arkansas-Arkadelphia,  Gum  Springs  Plant,  500 East  Reynolds  Road,
          Arkadelphia, AR 71923, Maintenance Facility-Own

     37.  Texas-Bremond,  P. O. Box 356,  Bremond,  TX 76629,  (8 Miles North on
          Calvert, Highway 6), Building for TX/NM Power Project-Own, AC Recovery
          System-Own

     38.  Texas-Carthage,  Route 3, Box 19,  Carthage,  TX 75633,  Office  space
          provided by UPRC

     39.  Texas-Martin  Lake,  P. O. Box 647,  Tarum,  TX 75691  (8850 Farm Road
          2658N), Building we own but not on Fixed Asset Listing

     40.  Texas-Limestone  Plant, P. O. Box 929, Jewett,  TX 75846 (W.A.  Parish
          Gen.  Station,  Y.U.  Jones  Road,  Thompsons,  TX 77481),  Office/Lab
          Building-Own

     41.  California-San  Bernanadino,  P. O. Box  5265,  Riverside,  California
          92517-5265 (1945 West Fourth Street, San Bernandino, CA 92412), We own
          office trailer, but it is not on Fixed Asset Listing

     42.  Nevada-Reid  Gardner,  P. O. Box 77,  Moapa,  NV  89025,  24x8  Mobile
          Office-Own

     43.  North Dakota-Underwood,  P. O. Box 472, Washburn, ND 58577-0472 (JTM @
          Cooperative   Power,  Coal  Creek  Station,  5  Miles  South  Hwy  82,
          Underwood, ND 58576), Office space furnished by Coal Creek

     44.  "Delaware Crossroads",  Southhampton County,  Virginia,  45.791 Acres,
          Parcel No. 3

     45.  Lot #7 & Lot #8, Campbell County, Altavista, Virginia

     46.  Tract #7 & Tract #8,  Campbell  County,  Virginia,  Vista  Magisterial
          District

     47.  950 Andover Park East, Ste. 24, Tukwila, WA 98188

     48.  511 Commerce Rd., Pine Bluff, AR 71611

     49.  136 E. South Temple, Suite 1300, Salt Lake City, UT 84111

     50.  4071 N. Euclid Avenue, Say City, Michigan

     51.  Cotton House #19, Rayville, LA

     52.  16800 Greenspoint Park Drive, Suite 250N, Houston, TX

     53.  141 Depot Road, Unacasville, CT

     54.  Bartow Railsite

     55.  Centralia, Washington Terminal

     56.  Hollingworth, Highway 25W, Clinton, Tennessee

     57.  La Mirada, CA

     58.  Ogden, Utah

     59.  Pacolet Plant

     60.  Pomona Land, CA

<PAGE>
Credit Agreement Disclosure Schedule

                             SCHEDULE 5.19(b) TO THE
                                CREDIT AGREEMENT

                         Fee and/or Leasehold Interests

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:

         See Schedule 5.19(a) to the Credit Agreement

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:
         None.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>
Credit Agreement Disclosure Schedule


                             SCHEDULE 5.19(c) TO THE
                                CREDIT AGREEMENT

                     Locations of Tangible Personal Property

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:
         See Attachment to this Schedule

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:

Best Masonry & Tool Supply, Inc.
16800 Greenpoint Park Drive, #250N
Houston, TX 77060

Best Masonry & Tool Supply, Inc.
16745 W. Hardy Road
Houston, TX 77060

Best Masonry & Tool Supply, Inc.
14702 Jersey Shore Drive
Houston, TX 77047

Best Masonry & Tool Supply, Inc.
5014 Callaghan
San Antonio, TX 77828

Best Masonry & Tool Supply, Inc.
4579 GA Highway 120
Duluth, GA 30097

Best Masonry & Tool Supply, Inc. - Lab
7935 Mainland Drive
San Antonio, TX 77828

Lewis W. Osborne, Inc.:

Lewis W. Osborne, Inc.
Osborne Building Supply
16005 Phoebe Avenue
LaMirada, CA 90638

United Terrazzo Supply Co., Inc.:

United Terrazzo Supply Co., Inc.
16005 Phoebe Avenue
LaMirada, CA 90638

Magna Wall, Inc.:

Magna Wall, Inc.
P. O. Box 847
39340 I-H 10 West Suite C
Boerne, TX 78006

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:

Don's Building Supply, L.L.P.
P. O. Box 224289
2327 Langford Street
Dallas, TX 75208


ISG Capital Corporation:
         None.
<PAGE>

Credit Agreement Disclosure Schedule

                      ATTACHMENT TO SCHEDULE 5.19(c) TO THE
                                CREDIT AGREEMENT

                     Locations of Tangible Personal Property

ISG Resources, Inc.
Healy Plant C/O Golden Valley Electric Assn.
3.5 miles Usibelli, Spur Road
Healy, AK 71249

ISG Resources, Inc.
Denali Borough Gaston
P. O. Box 40, 31972 Highway 25
1 Mile N of Wilsonville on State Route 25
Wilsonville, AL
Shelby County

ISG Resources, Inc.
Gorgas
464 Gorgas Road
Walker County Parrish, AL 35580

ISG Resources, Inc.
Arkadelphia - Gum Springs
500 E. Reynolds Road
Arkadelphia, AR 71923
Clark County

ISG Resources, Inc.
Hurricane Creek
P.O. Box 80
Bauxite, AR 72011
Saline County

ISG Resources, Inc.
Independence Steam Electric Power Plant
555 Point Ferry Road
Newark, AR 72562
Independence County

ISG Resources, Inc.
Redfield
Kearney Road
Redfield, AR 72132
Jefferson County

ISG Resources, Inc.
White Bluff Steam Electric Power Plant
P.O. Box 100
Redfield, AR 72132
Jefferson County

ISG Resources, Inc.
Navajo Generating Station
5 Miles East of Page Arizona
Highway 98
Page, AZ 86040

ISG Resources, Inc.
French Camp Terminal
7600 Harlan Road
French Camp, CA 98231

ISG Resources, Inc.
Fresno Terminal
3440 S. Willow
Fresno, CA 93725
Fresno County

ISG Resources, Inc.
Oxnard Terminal - Diversified Minerals Inc.
1135 E. Wooley Road
Oxnard, CA 93030
Ventura County

ISG Resources, Inc.
Redwood City Terminal C/O RMC Lonestar
876 Seaport Boulevard
Redwood City, CA 94063
San Mateo County

ISG Resources, Inc.
Sacramento Terminal c/o RMC Lonestar
1501 S. River Road
West Sacramento, CA 95691
Yolo County

ISG Resources, Inc.
San Bernadino
P.O. Box 5265
Riverside, CA 92517-5265
Riverside County

ISG Resources, Inc.
San Bernadino Terminal
1945 W. 4th Street
San Bernadino, CA 92411
San Bernadino County

ISG Resources, Inc.
San Francisco Terminal
100 Cargo Way @ Pier 96 Rail Yard
San Francisco, CA 94124

ISG Resources, Inc.
Andesite/DuPont
L.G. Everist
9065 Quince Street
Henderson, CO 80640
Adams County

ISG Resources, Inc.
Craig Plant
ISG Resources c/o Tri-State Generation and
Transmission Associates
2101 S. Ranney Street
Craig, Colorado 81625
Moffat County

ISG Resources, Inc.
Hayden Plant
ISG Resources c/o Public Service Company of Colorado
12795 E. Ute
Hayden, CO 81639
Routt County

ISG Resources, Inc.
Thames
141 Depot Road
Uncasville, CT 06382
New London County

ISG Resources, Inc.
CCA
05634 East Harbor Dr.
Fruitland Park, FL 34731
Lake County

ISG Resources, Inc.
Jefferson Smurfitt
North 8th Street
Fernandina Beach, FL 32034
Nassau County

ISG Resources, Inc.
Plant Crist
11951 Pate Road
Pensacola, FL 32534
Escambia County

ISG Resources, Inc.
Atlanta Terminal
2825 Humphries Way
Doraville, GA 30360
Gwinett County

ISG Resources, Inc.
Bowen
P. O. Box 280
322 Covered Bridge Rd., SW
Cartersville, GA 30120
Bartow County

ISG Resources, Inc.
Dublin
P.O. Box 13351
East Dublin, GA 31027
Laurens County

ISG Resources, Inc.
Materials Testing & Research Facility
2650 Highway 113, SW
Taylorsville, GA 30178
Bartow County

ISG Resources, Inc.
Stilesboro
322 Covered Bridge Road, SW
Cartersville, GA 30120
Bartow County

ISG Resources, Inc.
Burlington
4282 Sullivan Slough Road
Burlington, IA 52601
Des Moines County

ISG Resources, Inc.
2310 Hawkeye Drive
Sioux City, IA 51105
Woodbury County

ISG Resources, Inc.
Mid American Energy
Port Neal North 1, 2, 3 & 4
Sioux City, IA 51102
Woodbury County

ISG Resources, Inc.
Mid American Energy
Council Bluff 1, 2, & 3
2115 Navjo Street
Council Bluff, IA 51501
Pottawattamie County

ISG Resources, Inc.
Mid American Energy
Louisa Generating Station
8602 172nd Street
Muscatine, IA 52761
Muscatine County

ISG Resources, Inc.
Muscatine
8601 172nd Street
Muscatine, IA 52761
Muscatine County

ISG Resources, Inc.
Mid American Energy
Riverside Plant
6001 State Street
Riverdale, IA 52327
Washington County

ISG Resources, Inc.
Prairie Creek
3300 C Street, SW
Cedar Rapids, IA 52404
Linn County

ISG Resources, Inc.
Boise Terminal
630 East King Street
Meridian, ID 83642
Ada County

ISG Resources, Inc.
Meridian Terminal
Handy Truck Lines
630 E. King Street
Meridian, ID 83642
Ada County

ISG Resources, Inc.
Paul Terminal
Handy Truck Lines
100 S. 400 West
Paul, ID 83347
Minidoka County

ISG Resources, Inc.
Twin Falls Terminal
400 West 100 South
Paul, ID 83347

ISG Resources, Inc.
C.D. Edwards Station
P.O. Box 1237
Pekin, IL 61555
Tazewell County

ISG Resources, Inc.
Council Bluffs
2115 Navajo Street
Council Bluffs, IA 51501
Pottawattamie County

ISG Resources, Inc.
Baldwin Plant
10901 Baldwin Road
Baldwin, IL 62217
Randolph County

ISG Resources, Inc.
Duck Creek
P. O. Box 1257
Pekin, IL 61555
Tazewell County

ISG Resources, Inc.
Edwards Station
7800 s. Cilco Lane
Bartonvill, IL 61607
Peoria County

ISG Resources, Inc.
Wallace Station
40000 W. Becker Drive
Bartonville, IL 61607
Peoria County

ISG Resources, Inc.
Wood River Plant
1 Chessen Lane
Alton, IL 62002
Madison County

ISG Resources, Inc.
Bailly Station
246 Bailly Station Road
Chesterton, IN 46304
Porter County

ISG Resources, Inc.
Cinergy - Noblesville Plant
21225 Riverwood Avenue
Noblesville, IN 46060
Hamilton County

ISG Resources, Inc.
Clifty Creek
Highway 56
Madison, IN
Dane County

ISG Resources, Inc.
LTV Steel Company
Door 806
3001 Dickey Road
East Chicago, IN 64321
Lake County

ISG Resources, Inc.
Michigan City
Wasbash Street at the Lake
Michigan City, IN 46360
La Porte County

ISG Resources, Inc.
Mitchell Generating Station
P.O. Box M720
Gary, IN 46901
Lake County

ISG Resources, Inc.
Petersburg Station
Route 1,Highway 57 North
Petersburg, IN 47567
Pike County

ISG Resources, Inc.
Schahfer Station
2723 E. 1500 North
Route, Box 320
Gary, IN 46901
Lake County

ISG Resources, Inc.
Mill Creek
14660 Dixie Highway
Louisville, KY 40201
Jefferson County

ISG Resources, Inc.
Dolet Hills
P. O. Box 955
963 Power Plant Rd.
Mansfield, LA 71052
DeSoto Parish

ISG Resources, Inc.
Rayville
P. O. Box 477
Rayville, LA 71269
Richland Parish

ISG Resources, Inc.
Cobb
415 Causeway
Muskegon, MI 49440
Muskegon County

ISG Resources, Inc.
Consumers Power - Cobb Plant
145 Causeway
Muskegon, MI 49440
Muskegon County

ISG Resources, Inc.
Consumers Power - West Olive - Campbell
7584 N. Lake Shore
West Olive, MI 49460
Ottawa County

ISG Resources, Inc.
Consumers Power - Whiting - Erie
45251/2Erie Road
Erie, MI 48133
Monroe County

ISG Resources, Inc.
Eckert
Island Avenue
Lansing, MI 48917
Ingham County

ISG Resources, Inc.
First Energy - Silo Storage Only
9333 Dearborn Street
Detroit, MI 48209
Wayne County

ISG Resources, Inc.
Karn
2555 Weadock Highway
Essexville, MI 48732
Bay County

ISG Resources, Inc.
Lansing Board Water & Light - Erickson
7101 Millett Highway
Lansing, MI 48917
Ingham County

ISG Resources, Inc.
Lansing Board Water & Light - Eckert
Island Avenue
Lansing, MI 48917
Ingham County

ISG Resources, Inc.
Moores Park
Island Avenue
Lansing, MI 48917
Ingham County

ISG Resources, Inc.
Sikeston
1551 W. Wakefield
Sikeston, MO 63801
Scott County

ISG Resources, Inc.
Thomas Hill
Route 1, box 87
Clifton Hill, MO 65244
Randolph County

ISG Resources, Inc.
Colstrip
Willow Ave. & Warehouse Road
Colstrip, MT 59323

ISG Resources, Inc.
Corrette
301 Charlene St.
Billings, MT 59010

ISG Resources, Inc.
Lewis & Clark Station
Highway 23, South of Sydney
Sydney, MT 59270

ISG Resources, Inc.
Missoula Terminal
6520 Defmet Road
Missoula, MT 59802

ISG Resources, Inc.
Coal Creek
2843 Third Street
Underwood, ND 58576
McLean County

ISG Resources, Inc.
Hudson Station
Duffield & Van Keuren Avenues
Jersey City, NJ 07306

ISG Resources, Inc.
Albany
13 Barrington Court
Niskayuna, NY 12309
Schenectady County

ISG Resources, Inc.
Trimble County
Route 1, P. O. Box 177
Bedford, NY 40006
Westchester County

ISG Resources, Inc.
Belews Creek Plant
P.O. Box 130
Belews Creek, NC 27009
Forsyth County

ISG Resources, Inc.
Cape Fear
P.O. Box 720
Leland, NC 28451
New Hanover County

ISG Resources, Inc.
Marshall
P.O. Box 195
Terrell, NC 28682
Catabba County

ISG Resources, Inc.
Underwood
P.O. Box 472
Washburn, ND 58577
McLean County

ISG Resources, Inc.
Las Vegas Terminal - Chem Lime
8000 Lake Mead Drive
Henderson, NE 89105

ISG Resources, Inc.
Reid Gardner
P.O. Box 77
Moapa, NE 89025
Clark County

ISG Resources, Inc.
Mercer Station
Lamberton Road
Trenton, NJ 08611
Mercer County

ISG Resources, Inc.
Fernley Terminal
Nevada Cement Company
75 BN Center
Fernley, NV 89408
Lyon County

ISG Resources, Inc.
Las Vegas Terminal
Savage Industries
70 N. Gibson Road
Henderson, NV 89014
Clark County

ISG Resources, Inc.
Reid Gardner Power Plant
Power Plant Road
Moapa, NV 89025
Clark County

ISG Resources, Inc.
Consumers Power - Lakeshore Plant
E. 55th & S. Marshall
Cleveland, OH
Cuyahoga County

ISG Resources, Inc.
Dublin
555 Metro Place, Suite 100
Dublin, OH 43071
Franklin County

ISG Resources, Inc.
First Energy
4701 Bayshore Road
Oregon, OH 43616
Lucas County

ISG Resources, Inc.
First Energy
33570    Lake Road
Avon Lake, OH 44012
Lorain County

ISG Resources, Inc.
First Energy
2133 Lake Road East
Ashtabula, OH 44004
Ashtabula County

ISG Resources, Inc.
First Energy
10 Erie Road
Eastlake, OH 44095
Lake County

ISG Resources, Inc.
Miami Fort
128 Brower Road
North Bend, OH 45052
Hamilton County

ISG Resources, Inc.
Sammis
P.O. Box 207
Stratton, OH 43961
Jefferson County

ISG Resources, Inc.
WC Beckjord Station
3000 Beckjord Road
New Richmond, OH 45157
Clermont County

ISG Resources, Inc.
Zimmer
1781 US 52
Moscow, OH 45153

ISG Resources, Inc.
Harrisburg Terminal C/O Morse Brothers
Highway 99 Peoria Road
Harrisburg, OR 97446
Linn County

ISG Resources, Inc.
Allentown
Commerce Plaza
5100 Tilghman Street
Building 2, Suite 225
Allentown, PA 18104
Lehigh County

ISG Resources, Inc.
Bloomsburg
P.O. Box 280
Bloomsburg, PA 17815
Columbia County

ISG Resources, Inc.
Good Spring - Porter Site
510 West Main Street, Box 94
Good Spring, PA 17981
Tremont County

ISG Resources, Inc.
Mansfield
Route 168
Shippingport, PA 15077
Beaver County

ISG Resources, Inc.
Sunbury
Old Trail - General Delivery
Shamokin Dam, PA 17876
Snyder County

ISG Resources, Inc.
Pacolet
520 Calico Drive
Pacolet, SC 29372
Spartanburg County

ISG Resources, Inc.
Lost Ridge (Bull Run)
104 Carden Road
Clinton, TN 37716
Anderson County

ISG Resources, Inc.
Bremond
P.O. Box 356
Bremond, TX 76629
Robertson County

ISG Resources, Inc.
Carthage
Route 3, Box 13A
Carthage, TX 75633
Panola County

ISG Resources, Inc.
Limestone Plant
P.O. Box 929
Jewett, TX 75846
Leon County

ISG Resources, Inc.
Martin Lake
P.O. Box 647
Tatum, TX 75691
Rusk County

ISG Resources, Inc.
Pirkey
Longview, TX
Gregg County

ISG Resources, Inc.
Stafford (Sales/Administration)
12603 SW Freeway, Suite 1300
Stafford, TX 77477
Fort Bend County

ISG Resources, Inc.
W.A. Parish Plant
P.O. Box 38
Thompsons, TX 77481
Fort Bend County

ISG Resources, Inc.
Carbon Plant
ISG Resources c/o PacifiCorp Highway 6, 3 Miles North of Helper Helper, UT 84526
Carbon County

ISG Resources, Inc.
Hunter Plant/Huntington Plant
ISG Resources c/o PacificCorp
2.5 Miles South Utah Highway
P.O. Box 569
Castle Dale, UT 84513
Emery County

ISG Resources, Inc.
Intermountain Power Service Corp. - Delta
ISG Resources c/o Intermountain Power
850 W. Brush Wellman Road
Delta, UT 84624
Millard County

ISG Resources, Inc.
Ogden Terminal
ISG Resources c/o PacifiCorp
2911 Pacific Avenue
Ogden, UT 84409
Weber County

ISG Resources, Inc.
Carbo Plant
P.O. Box 46
Cleveland, VA 24225
Russell County

ISG Resources, Inc.
Birchwood
12110 Old Stage Road
Chester, VA 23821
Chesterfield County

ISG Resources, Inc.
Glen Lyn
P.O. Box 64
Glen Lyn, VA 24093
Giles County

ISG Resources, Inc.
Richmond
1202 Bellwood Road
Richmond, VA 23237
Chesterfield County

ISG Resources, Inc.
Bellingham Terminal
741 Marine Drive
Bellingham, WA 98227
Whatcom County

ISG Resources, Inc.
Centralia Plant C/O PacifiCorp
913 Big Hanaford Road
Centralia, WA 98351
Lewis County

ISG Resources, Inc.
Centralia Storage
1720 Lum Road
Centralia, WA 98513
Lewis County

ISG Resources, Inc.
Holnam Cement
5400 W. Marginal Way, SW
Seattle, WA 98106
King County

ISG Resources, Inc.
Spokane Terminal
3203 E. Main
Spokane, WA 98225

ISG Resources, Inc.
Alma
3200 East Avenue South
Alma, WI
Buffalo County

ISG Resources, Inc.
Genoa
S 4651 State Road 335
Genoa, WI 54632
Walworth County

ISG Resources, Inc.
John Amos Plant
P.O. Box 896
Winfield, WV 25213
Putnam County

ISG Resources, Inc.
Kanawha River Facility
P.O. Box 453
Glasgow, WV 25086
Kanawha County

ISG Resources, Inc.
Mountaineer
P.O. Box 209
New Haven, WV 25265
Mason County

ISG Resources, Inc.
Point Pleasant
400 1/2Main St.
Pt. Pleasant, WV 25550
Mason County

ISG Resources, Inc.
Dave Johnston Plant
ISG Resources c/o PacifiCorp.
1591Tank Farm Road
Coal Company Route
Glenrock, WY 82637
Converse County

ISG Resources, Inc.
Laramie River Plant
ISG Resources c/o Basin Electric Power
347 Greyrocks Road
Wheatland, WY 82201
Platte County

ISG Resources, Inc.
Jim Bridger Plant
ISG Resources c/o PacifiCorp.
35 Miles East of Rock Springs
P.O. Box 158
Point of Rocks, WY 89242
Sweetwater County

ISG Resources, Inc.
Naughton Plant
ISG Resources c/o PacifiCorp.
5 Miles SW of Kemmerer on Hwy 189
P.O. Box 109
Kemmerer, WY 83101
Lincoln County

ISG Resources, Inc.
Wyodak Power Plant
ISG Resources c/o PacifiCorp.
48 Wyodak Road
Garner Lake Route
Gillette, WY 82718
Campbell County

ISG Resources, Inc.
16800 Greenpoint Park Drive, #250N
Houston, TX 77060

136 E. South Temple, Suite 1300
Salt Lake City, UT 84111
Salt Lake County

<PAGE>
Credit Agreement Disclosure Schedule


                             SCHEDULE 5.19(d) TO THE
                                CREDIT AGREEMENT

             Chief Executive Office and Principal Place of Business

Industrial Services Group, Inc.:

CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

ISG Resources, Inc.:

CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:

CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     16800 Greenspoint Park Drive, #250N
         Houston, TX 77060

Lewis W. Osborne, Inc.:

CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     16005 Phoebe Avenue
         La Mirada, CA 90638

United Terrazzo Supply Co., Inc.:

CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     16005 Phoebe Avenue
         La Mirada, CA 90638

Magna Wall, Inc.:

CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     39340 I-H West, Suite C
         Boerne, TX 78006

ISG Manufactured Products, Inc.:

CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

Don's Building Supply, L.L.P.:

CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     2327 Langford Street
         Dallas, TX 75208

ISG Capital Corporation:

CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111
<PAGE>
Credit Agreement Disclosure Schedule

                              SCHEDULE 5.21 TO THE
                                CREDIT AGREEMENT

                               Material Contracts

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:
         See Attachment to this Schedule.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:

Lewis W. Osborne, Inc.:

Quality Systems, Inc.           Toll Manufacturing Agreement         5/1/00

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:

Teifs Wall Systems              Private Label Pricing Agreement      2/6/97
Texas EIFS                      Private Label Pricing Agreement      2/6/97
Florida Mega Mix, Inc.          Purchase Agreement                   1/1/99
Midwest Block and Brick         Manufacturing/Sales Agreement       7/25/96

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>

<TABLE>
<CAPTION>
   Contracting Party                                            Contract                                               Start Date:
------------------------------------------------------------------------------------------------------------------------------------
     <S>                                                          <C>                                                      <C>
     A.E. Staley Manufacturing Co.                                Fly Ash & Bottom Ash Marketing Agreement                  9/20/93
     Acme Brick Company                                           Purchase Agreement for Bottom Ash                        11/27/91
     AES Puerto Rico                                              Joint Bidding & Operating Understanding
     AES Shady Point                                              Marketing Agreement                                       10/6/93
     Alabama Power Company                                        Plant Gaston Bottom Ash Agreement                          8/1/98
     Alabama Power Company                                        Plant Gorgas/Bottom Ash Agreement                         3/18/96
     Alliant Energy Corporate Services, Inc.                      Iowa Ash Marketing Agreement                               1/1/99
     Amerian Electric (AEP) - Mountaineer/Sporn #2230             Disposal/Landfill Development                              1/1/98
     American Electric - Kanawha River #2271                      Fly Ash & Bottom Ash Disposal                              3/1/98
     American Electric (AEP) - Mountaineer #9452 (App)            Fly Ash Sales Agreement                                   10/1/94
     American Electric (AEP) -Amos #9721(Appalachain)             Fly Ash & Bottom Ash Sales Agreement                       1/1/96
     American Electric Power                                      Coal combustion By-Product Utilization Agreement           3/1/99
     Appalachian Power Co.                                        Fly Ash Sales Agreement - Clinch River #9365               7/1/94
     Appalachian Power Co.                                        Ash Disposal/Landfill Dev. - Clinch River #2128           7/15/97
     Appalachian Power Co.                                        Ash Disposal/Landfill Dev. - Glen Lyn #2119                7/1/97
     Arkansas Power & Light - (Entergy)                           Marketing/Disposal Agreement                               8/1/87
     Ash Grove Cement Co. (Louisville) - PPA                      Marketing Agreement                                        7/3/97
     Associated Electric Cooperative, Inc. (Thomas Hill)          Fly Ash Sales Agreement                                    7/1/98
     Atkinson-Washington-Zachry                                   P. O. 2216-2995                                            6/6/96
     Baltimore Gas & Electric                                     Ash Sale & Marketing Agreement                             6/1/93
     Basin Electric (Laramie River)                               Fly Ash Marketing Agreement                                7/1/90
     Becon Construction Company                                   Remove Ash From #1 & #4 Ponds                             4/27/98
     Big Rivers Electric Corporation (Wilson Station)             Fly Ash Marketing Agreement                                4/4/96
     Birchwood Power Partners                                     Consent & Agreement Documents
     Birchwood Power Partners                                     Ash Disposal Agreement                                   10/14/91
     Birchwood Power Partners                                     Short Term Arrangement                                    6/26/96
     BIT Manufacturing                                            Marketing of Iron Calcine                                 10/1/92
     Blue Circle America, Inc.                                    Lime Sales Agreement                                      5/10/99
     Carolinas Cement Company                                     Sales Agreement for Gypsum from J. River                   5/8/95
     C-E Minerals, Inc.                                           Metakaolin Marketing Agreement                            1/22/98
     Celeanese Acetate Celco (Narrows, VA)                        CCBP - Purchase Agreement                                  7/1/99
     Celeanese Acetate Celco (Narrows, VA)                        Services Agreement (Mundy)                                6/14/99
     Central & South West Services (CSWS) (Pirkey)                Fly & Bottom Ash Sales Agreement                          8/18/99
     Central Illinois Light Company (R.S. Wallace)                Pond Cleanout Agreement                                   8/12/98
     Centrial Illinois Light Company (Duck Creek)                 Pond Cleanout Agreement                                    3/8/99
     Centrial Illinois Light Company (E.D. Edwards)               Pond Cleanout Agreement                                   3/10/99
     Chemical Lime New Braunfels, Ltd.                            Supply Agreement                                           1/4/00
     Chesapeake Operating , Inc.                                  Master Service Contract                                    2/3/98
     Cinncinati Gas & Electric (Cinergy - CG & E)                 Ash Marketing Ageement                                     1/1/95
     Cleco Corporation - Dolet Hills                              Marketing/Disposal Agreement                               4/9/99
     Commonwealth Edison Company-ComEd (Kincaid)                  Fly Ash Sales Agreement                                   7/31/96
     Consumers Energy (Michigan Ash)                              Change Order No. 6 to Contract                             3/5/90
     Container Corporation of Am.                                 Purchase of Fly Ash                                       4/10/89
     Continental Lime, Inc. (Circket Mtn. & Pilot Peak)           LKD Marketing Agreement                                    4/1/99
     CST/SRI/ISG (Ltr. Agree Brazil Granulated Slag)              Purchase of Grannulated Slag for N. America              12/18/98
     CSX Transportation (CSXT)                                    Ash Management Agreement                                  6/30/94
     CSX Transportation (CSXT)                                    Bid Bond for AES Thames
     Dairyland Power Cooperative                                  Ash Marketing and Transportation Services Agreement        1/1/00
     DDS Aggregates                                               Guaranty Agreement from Williams Brothers                 8/28/96
     Duke Power Company                                           Exc. B. Ash Mkt. Agr.  - B.Creek & Marshall              12/31/96
     DuPont                                                       James River Contract                                       1/1/93
     DuPont                                                       Cape Fear Ash Management Services                         3/23/98
     Earth Conservancy                                            Letter of Intent                                          4/20/98
     Eastman Chemical Co.                                         Fly Ash Marketing Agreement (Contract Ext 01/99)          10/1/93
     ECDC East L.C.                                               Reagent Supply and Service Agreement                       6/1/98
     Elk Corporation of Texas                                     Alsil Purchase Agreement                                   9/1/96
     Evans Industries (See Golden Valley)                         Fly Ash Marketing                                          4/7/95
     Finch, N.E. Company                                          Equipment Rental Agreement (CILCO)                        1/20/98
     Finch, N.E. Company (24 Hr. Notice for Termination)          Equip. Rental Agreement (from JTM for CILCO)              1/20/98
     First Energy (Lake Plants "5") T&C's under Neg.              Coal Ash Marketing Agreement                               1/1/97
     Fort Bend County                                             Purchase and Hauling of earth type road mat.               7/1/97
     General Motors Corp. (Pontiac)                               Exclusive Ash Marketing Agreement                         1/11/94
     Georgia Power (Admen. No. 7 [01/01/99])                      Purchase of Bottom Ash - Bowen                             4/1/85
     Georgia-Pacific Corp.                                        Supply Agreement (Alsil)                                 11/14/91
     Giant Resource Recovery Co.                                  Kiln Dust Purchase Agreement                              1/15/97
     Golden Valley (Healy)                                        Fly Ash Marketing                                         1/28/80
     Great River Energy - Cooperative Power (Coal Creek)          Fly Ash Marketing Agreement                                1/1/97
     GS Roofing Products                                          Filler Supply Agreement                                   4/11/96
     Gulf States Materials, Inc.                                  Purchase Agreement                                         5/1/96
     Holnam - Devils Slide                                        CKD Marketing Agreement                                   1/26/96
     Holnam, Inc. (Ada, OK)                                       CKD Marketing Agreement                                    6/7/96
     Holnam, Inc. (Holly Hill)                                    Exclusive CKD Marketing Agreement                        12/14/95
     Holnam/Ft. Collins (PPA)                                     Disposal                                                   1/1/95
     Holnam/Ft. Collins (PPA)                                     Purchase Agreement                                         1/1/95
     Home Crete, Inc.                                             Toll Manufacturing Agreement                              5/10/00
     Houston Light & Power                                        Marketing/Disposal CCBP
     Houston Light & Power                                        Marketing/Disposal (Limestone)                             6/1/96
     Houston Light & Power                                        Contract KA-P-94-1128                                      2/1/94
     Houston Light & Power                                        Marketing/Disposal (Parish)                                6/1/96
     Houston Light & Power                                        Misc. Personnel & Equipment                                1/1/95
     Houston Light & Power                                        Internal Utilization Program CCBP                          2/1/94
     Houston Light & Power                                        Dynastone Technology                                          N/A
     Illinois Power                                               Contract IP1001 Ash Marketing Services                    10/1/94
     Illinois Power                                               Contract IP-1013 CCB Marketing Services                    5/1/99
     Indiana-Kentucky Electric  Corporation (Clifty Creek)        Fly Ash Sales Agreement                                    6/1/96
     Indianapolis Power & Light Company                           CCB Marketing Agreement                                    7/1/97
     Intermountain Power Service Corporation (Delta)              Fly Ash Marketing/Bottom Ash Sales                         1/1/92
     Intermountain Power Service Corporation (Delta)              Amendments to Agreements
     Keystone Energy Service Co. (Logan Generating)               Ash Management Services                                   1/31/92
     Lafarge Canada, Inc.                                         Ash Purchase & Supply Agreement (Thames)                   4/1/97
     LaFarge Corporation                                          Purchase of Ash from Parish                               6/26/90
     LeHigh Portland Cement Company (Mason) - PPA                 CKD Purchase Agreement                                     3/1/92
     LeHigh Portland Cement Company (Mitchell, IN)                CKD Purchase Agreement - ISG                              5/14/99
     Lockheed Martin Energy                                       P. O. 80X-LTM08V - Plant ORNL                             4/21/97
     Log Lighter                                                  Material Supply Agreement                                  3/1/00
     Louisville Gas & Electric Company (Mill Creek)               CCB Marketing Agreement                                  10/18/94
     Louisville Gas & Electric Company (Trimble)                  Fly Ash Sales Agreement                                   3/31/97
     Medusa Cement (Charlevoix) - Michigan Ash                    CKD Marketing Agreement                                   7/17/97
     Mid-American Energy Company                                  Ash Management Agreement                                   5/1/98
     Monarch Cement Company (Humboldt) - PPA                      CKD Marketing Agreement                                   7/17/90
     Monex Resources, Inc.                                        Purchase of Fly Ash (Agr. with Melitech)                   1/1/89
     Montana Power Company (Colstrip)                             CCB's Purchase Agreement                                  5/28/99
     Montana Power Company (Corette)                              Fly/Bottom Ash Purchase Agreement                          9/9/96
     Montana-Dakota Utilities, Co. (Lewis & Clark)                Fly Ash Sales Agreement                                   5/10/99
     Nevada Cement Company                                        Cement Kiln Dust Agreement (CKD)                           4/1/00
     Nevada Power Company (Reid Gardner)                          Fly Ash Sales                                             12/7/95
     Northern Indiana Public Service Co. (NIPSCO)                 Contract CC71495 Marketing CCP                             4/1/97
     Northern Indiana Public Service Co. (NIPSCO)                 Contract CC71496 Equip. Lease Units 17 & 18                4/1/97
     Northern Indiana Public Service Co. (NIPSCO)                 Contract CC51457 Fly Ash Mkg. and Disposal                 1/1/95
     Ohio Edison Company                                          Interim Marketing Agreement                                7/1/96
     Olympic Waste Services, Inc.                                 General Service Agreement                                  9/1/98
     Ottumwa Midland Landfill                                     Operations Agreement                                       4/1/99
     Pacific Corp (Dave Johnson)                                  Fly Ash Sales                                             4/12/93
     Pacific Corp (Wyodak)                                        Fly Ash Marketing/Bottom Ash Sales                        3/12/90
     PacificCorp (Carbon, Hunter & Huntington)                    Fly Ash Marketing/Bottom Ash Sales                       12/17/97
     PacificCorp (Centrailia Steam Plant)                         Fly Ash Marketing/Bottom Ash Sales                         3/1/77
     PacificCorp (Jim Bridger)                                    Fly Ash Marketing Contract                                3/15/90
     PacificCorp (Naughton)                                       Fly Ash Marketing/Bottom Ash Sales                        3/12/90
     Pennsylvania Power & Light                                   Mine Reclamation Agreement (Sunbury/Holt.)                 7/1/94
     Pennsylvania Power & Light                                   Power Plant Reclamation Agreement (Montour)                4/1/96
     Platte River Power Authority (PPA)                           Sales Agreement                                            5/4/89
     Public Service Elec. & Gas Co. (PSE&G)                       Award Notification / Interim Agreement Extension          6/22/98
     Public Service Elec. & Gas Co. (PSE&G)                       Agreement to Permit Access                                 1/7/99
     Public Service of Colorado (Hayden)                          Fly Ash Marketing Agreement                                8/1/81
     Reynolds Metals Company                                      Blanket Engineering Services Agreement                    5/20/94
     Reynolds Metals Company                                      Disposal Agreement                                         1/1/98
     Reynolds Metals Company                                      Const. Contract P. O. 84351ME                              9/4/98
     Reynolds Metals Company (Gum Springs)                        Exclusive Marketing Agreement                             6/24/93
     Rinker Materials Corporation                                 P. O. 4050-07647 (Ash from Clinch)                        11/1/93
     Rinker Materials Corporation                                 Fly Ash Supply & Purchase Agreement                        5/7/97
     Roanoke Cement Company                                       Same Contract as Carolina Cement                           5/8/95
     Rust Remedial Services, Inc.                                 Government Contract Compliance
     Salt River Project (SRP)- Navajo Generating Station          CCP's Marketing Agreement                                10/16/00
     Sherwood Block & Brick                                       Purchase of Pyritic Bottom Ash (Amos)                     5/26/87
     Sikeston Board of Municipal Utilities                        Ash Marketing Agreement                                   9/15/98
     SK Services, Inc.  - Monroe, Louisiana                       Recycling Plastic By-products                             5/25/99
     Southdown                                                    CKD Sales Agreement                                      10/23/98
     Southdown - PPA - Lyons, Colorado                            CKD Sales Agreement                                       3/13/96
     Southdown (MMA No. 1)                                        Master Materials Agreement                               12/23/98
     Southdown (MMA No. 2)                                        Master Materials Agreement                               12/23/98
     Southdown (MMA No. 3)                                        Master Materials Agreement                               12/23/98
     Southdown (N-Viro)                                           CKD Agreement Extension
     Southeast Paper                                              Landfill Operations/Sludge Pond Reclamation                1/1/99
     Southern Company Services, Inc. (Gulf Power)                 Interim Ash Management Services Agreement(Crist)          10/1/99
     Sylvan Products                                              Letter of Intent                                          7/19/96
     Synthetic Industries, Inc. (IA / SD)                         Distributorship Agreement                                 6/30/99
     Tennessee Valley Authority                                   Ash Disposal - Bull Run                                    4/2/90
     Texaco Exploration and ...                                   Independent Contractor Agreement                          7/12/95
     Texas Lime Company (Cleburn)                                 LKD Marketing Agreement                                  11/30/98
     Texas Utilities (TXU Electric Co.) - Martin Lake             Purchase Fly Ash & Bottom Ash                             8/20/99
     Texas-New Mexico Power                                       Marketing/Disposal CCBP                                    9/1/97
     Tractebel Electricity & Gas International                    Ash and Limestone Handling Agreement                     10/11/99
     Tri-State Generation (Craig)                                 Fly Ash Marketing                                         11/1/95
     Union Camp                                                   Purchase - CCBP                                            3/2/92
     Union Pacific Resources                                      Master Service Contract                                   3/24/98
     VFL Technology Corporation                                   Fly Ash Agreement                                          3/9/98
     Williams Brothers Const. Co.                                 Guaranty Agreement                                        8/28/96
     Winston Company                                              Material Purchase                                        10/26/98
     Woodward-Clyde International                                 Master Agreement for Professional Services                 7/9/97
</TABLE>
<PAGE>

Credit Agreement Disclosure Schedule

                              SCHEDULE 5.22 TO THE
                                CREDIT AGREEMENT

                                  Labor Matters

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:
         None.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:
         None.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>
Credit Agreement Disclosure Schedule

                              SCHEDULE 5.25 TO THE
                                CREDIT AGREEMENT

                              Filings or Recordings

<PAGE>
 Credit Agreement Disclosure Schedule

                              SCHEDULE 5.26 TO THE
                                CREDIT AGREEMENT

                          Transactions with Affiliates

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:
         None.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:
         None.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.

<PAGE>
Credit Agreement Disclosure Schedule

<TABLE>
<CAPTION>

                                               SCHEDULE 5.27 TO THE
                                                 CREDIT AGREEMENT


                                                     Ownership

Industrial Services Group, Inc.:

                                            Number of
                                            Shares
Owner                                                                                            Outstanding
                                                              Class             Series           Par Value
<S>                                      <C>                 <C>                 <C>              <C>
Citicorp Venture Capital, Ltd.           187,425.00          Common              n/a              No par
CCT Partners IV,  L.P                     33,075.00          Common              n/a              No par
Natasha Partnership                        7,840.00          Common              n/a              No par
Richard M. Cashin, Jr.                     7,840.00          Common              n/a              No par
David F. Thomas                            7,840.00          Common              n/a              No par
Joseph M. Silvestri                          980.00          Common              n/a              No par
Raul A. Deju                              45,317.00          Common              n/a              No par
Brett A. Hickman                           4,950.00          Common              n/a              No par
RACT, Inc.                               187,833.00          Common              n/a              No par
J.I. Everest, II                          11,900.00          Common              n/a              No par

Citicorp Venture Capital, Ltd.            26,813.25          Preferred           A                No Par
CCT Partners IV, L.P.                      4,731.75          Preferred           A                No Par
Natasha Partnership                        1,121.60          Preferred           A                No Par
Richard M. Cashin, Jr.                     1,121.60          Preferred           A                No Par
David F. Thomas                            1,121.60          Preferred           A                No Par
Joseph M. Silvestri                          140.20          Preferred           A                No Par

Raul A. Deju                               2,023.00          Preferred           B                No Par
Brett A. Hickman                             700.50          Preferred           B                No Par
RACT, Inc.                                31,689.50          Preferred           B                No Par
J.I. Everest, II                             587.00          Preferred           B                No Par

ISG Resources, Inc.:

Industrial Services Group                    100             Common              N/A              No Par

</TABLE>
<PAGE>
Credit Agreement Disclosure Schedule

                              SCHEDULE 5.28 TO THE
                                CREDIT AGREEMENT

                                    Insurance

Industrial Services Group, Inc.:
         See attached Aon Certificate.

ISG Resources, Inc.:
         See attached Aon Certificate.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         See attached Aon Certificate.

Lewis W. Osborne, Inc.:
         See attached Aon Certificate.

United Terrazzo Supply Co., Inc.:
         See attached Aon Certificate.

Magna Wall, Inc.:

         See attached Aon Certificate.

ISG Manufactured Products, Inc.:
         See attached Aon Certificate.

Don's Building Supply, L.L.P.:
         See attached Aon Certificate.

ISG Capital Corporation:
         See attached Aon Certificate.
<PAGE>

Credit Agreement Disclosure Schedule

                              SCHEDULE 5.29 TO THE

                                CREDIT AGREEMENT

                                    Licenses

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:

     1.   Licensee of various  standard  office  products and computer  programs
          used in connection with day-to-day operations.

     2.   ABC Cement,  Inc., ABC Cement License  Agreement dated March 15, 1999:
          Agreement  to  license  technology  for the  manufacture  of quick set
          products with fly ash.

     3.   Dynastone, L.C.., Dynastone License Agreement dated August 6, 1998, to
          license  technology  for the  manufacture  of acid and salt  resistant
          products with fly ash.

     4.   Hanson Pipe & Products,  Inc.:  Sublicense  Agreement dated January 5,
          2000to  license  technology  for  the  manufacture  of acid  and  salt
          resistant pipe products with fly ash.

     5.   Dynastone,  L.C.,  Hydro Conduit  Agreement dated December 16, 1998 to
          license technology for the manufacture of acid and salt resistant pipe
          products with fly ash.

     6.   Mainland Laboratory,  Ltd. Mainland Laboratory  Diagnostic  Technology
          License  Agreement  dated  April  14,  2000,   Technology   Sublicense
          Agreement to license  technology for the  manufacture of products with
          fly ash.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:

     1.   Acro Crete, Inc. technology sub-license agreement of April 6, 1999 for
          Magna Wall.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>
Credit Agreement Disclosure Schedule

                               SCHEDULE 7.1 TO THE
                                CREDIT AGREEMENT

                                  Indebtedness

Industrial Services Group, Inc.:

         Junior  Subordinated  Note  due  2005  in the  principal  sum of  $17.5
         million;  and  Senior  Subordinated  Credit  Agreement  due 2005 in the
         principal $10 million

ISG Resources, Inc.:

         Senior  Subordinated  Notes  (10%)  due  2008 in the  principal  sum of
         100,000,000;

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:
         None.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:

         Purchase money  promissory note dated April 20, 1999 payable to Richard
         W. Payton with a principal  balance of $127,306.64 for purchase of Real
         Property in Texas at Don's location.

ISG Capital Corporation:
         None.
<PAGE>
Credit Agreement Disclosure Schedule

                               SCHEDULE 7.9 TO THE
                                CREDIT AGREEMENT

                Transactions with the Sponsor and its Affiliates

Industrial Services Group, Inc.:

     (i)  Warrants issued to Citicorp Venture Capital, Ltd., CCT Partners IV and
          CVC Co-Investors on October 14, 1997 for an aggregate of 5,000 Warrant
          Shares;

     (ii) Stockholders' Agreement by and among Industrial Quality Services, Inc.
          and its Stockholders dated as of October 14, 1997;

     (iii)Registration   Rights  Agreement  by  and  among  Industrial   Quality
          Services, Inc. and its Stockholders dated as of October 14, 1997;

     (iv) Subscription Agreement, dated as of October 14, 1997, among Industrial
          Quality  Services,  Inc.  and  Citicorp  Venture  Capital,  Inc.,  CCT
          Partners IV, LP and the CVC  Co-Investors  re:  Class A Common  Stock,
          Series A Preferred Stock and Series A Stock Purchase Warrants.

     (v)  Senior  Subordinated Credit Agreement dated as of April 17, 2000 (CVC)
          between  Industrial   Services  Group,  Inc.  and  Citicorp  Mezzanine
          Partners,   L.P.  and  associated  agreements  including  the  Warrant
          Agreement

ISG Resources, Inc.:
         None.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:
         None.

ISG Manufactured Products, Inc.:
         None.


Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.
<PAGE>

                                                                      EXHIBIT A

                                    [FORM OF]
                            ASSIGNMENT AND ACCEPTANCE

         Reference is made to the Amended and Restated Credit Agreement dated as
of May [___], 2000 (as amended, modified,  restated or supplemented from time to
time,  the "Credit  Agreement")  among ISG Resources,  Inc., a Utah  corporation
(successor  to JTM  Industries,  Inc., a Texas  corporation)  (the  "Borrower"),
Industrial  Services Group,  Inc., a Delaware  corporation  (the "Parent"),  the
Lenders (as defined in the Credit  Agreement),  Bank of America,  N.A. (formerly
known as  NationsBank,  N.A.),  as  Administrative  Agent for the  Lenders  (the
"Administrative  Agent") and  Issuing  Lender,  and  Canadian  Imperial  Bank of
Commerce, as Documentation Agent.  Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Credit Agreement.

         The "Assignor"  and the  "Assignee"  referred to on Schedule 1 agree as
follows:

         1. The  Assignor  hereby sells and assigns,  without  recourse,  to the
Assignee,  and the Assignee  hereby  purchases  and assumes  from the  Assignor,
effective as of the Effective Date (as defined  below),  the interests set forth
below (the "Assigned  Interest") in the Assignor's  rights and obligations under
the Credit Agreement,  including,  without  limitation,  the interests set forth
below  in the  Commitments  and the  outstanding  Loans of the  Assignor  on the
Effective Date, to the extent of the interests  specified  below,  together with
unpaid Fees accrued in respect of the assigned Commitments to the Effective Date
and unpaid interest accrued on the assigned Loans to the Effective Date.

         2. The Assignor (i)  represents  and warrants  that it is the legal and
beneficial  owner of the interests  being assigned by it hereunder and that such
interests are free and clear of any adverse claim;  (ii) makes no representation
or  warranty  and  assumes no  responsibility  with  respect to any  statements,
warranties or representations made in or in connection with the Credit Documents
or the execution, legality, validity, enforceability,  genuineness,  sufficiency
or value of the Credit Documents or any other  instrument or document  furnished
pursuant  thereto;  (iii) makes no  representation  or  warranty  and assumes no
responsibility  with respect to the  financial  condition of any Credit Party or
the  performance  or  observance  by any Credit Party of any of its  obligations
under  the  Credit  Documents  or any other  instrument  or  document  furnished
pursuant  thereto;  and (iv)  attaches  the  Note[s]  held by the  Assignor  and
requests  that the  Administrative  Agent  exchange such Note[s] for new Note[s]
payable to the order of the Assignee in the amount[s] specified on line[s] [(j)]
[and (p)] of Schedule 1, and to the order of the  Assignor  in the  amounts,  if
any, specified on line[s] [(i)] [ and (o)] of Schedule 1.

         3. The Assignee (i) confirms  that it has received a copy of the Credit
Agreement,  together  with  copies of the  financial  statements  referred to in
Section 6.1 thereof and such other  documents and  information  as it has deemed
appropriate  to make its own credit  analysis  and  decision  to enter into this
Assignment and Acceptance;  (ii) agrees that it will,  independently and without
reliance  upon the  Administrative  Agent,  the Assignor or any other Lender and
based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue to make its own credit  decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Documents
as are delegated to the Administrative Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; (v) agrees that
it will perform in accordance  with their terms all of the  obligations  that by
the terms of the  Credit  Agreement  are  required  to be  performed  by it as a
Lender;  and (vi)  attaches  any U.S.  Internal  Revenue  Service or other forms
required under Section 3.10(d) of the Credit Agreement.

         4. Following the execution of this Assignment and  Acceptance,  it will
be delivered to the  Administrative  Agent for  acceptance  and recording by the
Administrative Agent. The effective date for this Assignment and Acceptance (the
"Effective Date") shall be the date of acceptance  hereof by the  Administrative
Agent, unless otherwise specified on Schedule 1.

         5. Upon such acceptance and recording by the  Administrative  Agent, as
of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this  Assignment and Acceptance,  have the rights
and  obligations  of a Lender  thereunder  and (ii) the Assignor  shall,  to the
extent provided in this Assignment and Acceptance,  relinquish its rights and be
released from its obligations under the Credit Agreement.

         6. Upon such acceptance and recording by the Administrative Agent, from
and after the Effective Date, the  Administrative  Agent shall make all payments
under the Credit  Agreement and the Notes in respect of the  interests  assigned
hereby  (including,  without  limitation,  all payments of principal,  interest,
[Tranche A Commitment  Fees] [and]  [Tranche B  Commitment  Fees] and other Fees
with respect thereto) to the Assignee.  The Assignor and Assignee shall make all
appropriate adjustments in payments under the Credit Agreement and the Notes for
periods prior to the Effective Date directly between themselves.

         7. This  Assignment and Acceptance  shall be governed by, and construed
in  accordance  with,  the laws of the State of New York.  This  Assignment  and
Acceptance  may be  executed  in any  number of  counterparts  and by  different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken  together  shall  constitute one
and the same agreement.  Delivery of an executed  counterpart of this Assignment
and  Acceptance  by  telecopier  shall be  effective  as  delivery of a manually
executed counterpart of this Assignment and Acceptance.

         8. This Assignment and Acceptance  shall be effective only upon consent
of the Administrative  Agent (and, if applicable,  the Borrower) and delivery to
the  Administrative  Agent of this Assignment and Acceptance,  together with the
transfer fee payable pursuant to Section  10.3(b)(iv) of the Credit Agreement in
connection  herewith and recordation in the Register pursuant to Section 10.3(c)
of the Credit Agreement of the terms hereof.

                           [Signature Page to Follow]


<PAGE>

         IN WITNESS  WHEREOF,  the Assignor  and the  Assignee  have caused this
Assignment  and  Acceptance  to be executed  by their  officers  thereunto  duly
authorized as of the date specified thereon.

[                                  ], as Assignor

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


[                                  ], as Assignee

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


See Schedule II attached hereto

CONSENTED TO:

Bank of America, N.A.,
as Administrative Agent

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


ISG RESOURCES, INC.

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


<PAGE>
<TABLE>
<CAPTION>

                                   SCHEDULE 1
                                       to
                            ASSIGNMENT AND ACCEPTANCE

(a)      Date of Assignment:

(b)      Legal Name of Assignor:

(c)      Legal Name of Assignee:

(d)      Effective Date of Assignment:1
<S>      <C>                                                                                  <C>
(e)      Tranche A Revolving Commitment Percentage Assigned
         (expressed as a percentage set forth to at least 8 decimals)                             _______%

(f)      Tranche A Revolving Commitment Percentage of Assignee
         after giving effect to this Assignment and Acceptance
         as of the Effective Date (set forth to at least 8 decimals)                               _______%

(g)      Tranche A Revolving Commitment Percentage of Assignor
         after giving effect to this Assignment and Acceptance
         as of the Effective Date (set forth to at least 8 decimals)                               _______%

(h)      Tranche A Revolving Committed Amount as of Effective Date                            $____________

(i)      Dollar Amount of Assignor's Tranche A Revolving Commitment
         Percentage as of the Effective Date (the amount set
         forth in (h) multiplied by the percentage set forth in (g))                          $____________

(j)      Dollar Amount of Assignee's Tranche A Revolving Commitment
         Percentage as of the Effective Date (the amount set
         forth in (h) multiplied by the percentage set forth in (f))                          $____________

(k)      Tranche B Revolving Commitment Percentage Assigned

         (expressed as a percentage set forth to at least 8 decimals)                              _______%

(l)      Tranche B Revolving Commitment Percentage of Assignee
         after giving effect to this Assignment and Acceptance
         as of the Effective Date (set forth to at least 8 decimals)                               _______%

(m)      Tranche B Revolving Commitment Percentage of Assignor
         after giving effect to this Assignment and Acceptance
         as of the Effective Date (set forth to at least 8 decimals)                               _______%

(n)      Tranche B Revolving Committed Amount as of Effective Date                            $____________

(o)      Dollar Amount of Assignor's Tranche B Revolving Commitment
         Percentage as of the Effective Date (the amount set
         forth in (n) multiplied by the percentage set forth in (m))                          $____________

(p)      Dollar Amount of Assignee's Tranche B Revolving Commitment
         Percentage as of the Effective Date (the amount set
         forth in (n) multiplied by the percentage set forth in (l))                          $____________
</TABLE>



<PAGE>


                                   Schedule II

                           Notice Address of Assignee

--------
1 This date should be no earlier than five (5) Business  Days after the delivery
of this Assignment and Acceptance to the Agent.

<PAGE>
                                                                       EXHIBIT B

                                    [FORM OF]

                            DEPOSITORY BANK AGREEMENT

                                                                          [DATE]

[Depository Bank]
[Address]


Dear [name]:

         Reference  is made to (a) the Amended  and  Restated  Credit  Agreement
dated as of May [___], 2000 (as amended, modified, restated or supplemented from
time to time,  the  "Credit  Agreement"),  among  ISG  Resources,  Inc.,  a Utah
corporation  (successor to JTM Industries,  Inc.) (the  "Borrower"),  Industrial
Services  Group,  Inc., a Delaware  corporation  (the  "Parent"),  the financial
institutions party thereto as lenders (the "Lenders"), and Bank of America, N.A.
(formerly known as NationsBank,  N.A.), as Administrative  Agent for the Lenders
(in such capacity, the "Administrative  Agent") and Issuing Lender, and Canadian
Imperial  Bank of  Commerce,  as  Documentation  Agent,  and (b) the Amended and
Restated  Pledge  and  Security  Agreement  dated  as of May  [___],  2000  (the
"Security  Agreement") among the Parent, the Borrower,  the other grantors named
therein and the Administrative  Agent for the benefit of the Secured Parties (as
defined in the Credit Agreement).

         This letter refers to Account No.  _____________  which [the  Borrower]
(the "Obligor")  maintains with  ______________  (the "Depository  Bank") in the
Obligor's name (the "Account").

         Please be advised  that the Obligor  has granted to the  Administrative
Agent, for the benefit of the Secured Parties,  under the Security Agreement,  a
security interest in all of the Obligor's assets, including, without limitation,
all of the Obligor's right, title and interest in and to the Account.

         This letter shall  constitute  notice to the  Depository  Bank from the
Obligor  that  so long as any  Credit  Obligations  (as  defined  in the  Credit
Agreement) are outstanding and unpaid the Obligor and the  Administrative  Agent
have  agreed  that all funds  which  from time to time may be on  deposit in the
Account are the sole and exclusive property of the Administrative Agent, for the
benefit of the Secured Parties. In accordance therewith, the Obligor irrevocably
instructs  the  Depository  Bank that upon  receipt at the above  address by the
Depository Bank of written notification from the Administrative Agent, except as
otherwise provided in the paragraph immediately preceding the final paragraph of
this letter,  the Depository  Bank will not permit the Obligor to withdraw funds
from the Account,  the Administrative Agent will have sole and exclusive control
over the Account, and unless otherwise notified by the Administrative Agent, the
Depository Bank shall transfer collected funds from the Account by wire transfer
or by ACH method (or other means acceptable to the Administrative  Agent) solely
to the Administrative  Agent's account,  Account No. , Attn: Agency Services, at
the   Administrative   Agent's   office  located  at  101  North  Tryon  Street,
Independence Center, 15th Floor, NC1-001-15-04, Charlotte, North Carolina 28255,
ABA No. .

         The Obligor agrees to indemnify and hold harmless the  Depository  Bank
from and against any and all claims,  actions and suits  (whether  groundless or
otherwise), losses, damages, costs, expenses and liabilities of every nature and
character  arising  out  of or  related  to  this  letter  or  the  transactions
contemplated hereby or the Depository Bank's actions taken hereunder,  except to
the extent that any of same shall be directly  caused by the  Depository  Bank's
willful  misconduct  or gross  negligence  as shall be  determined by a state or
federal court of law in the State of New York.

         This letter  agreement  shall be terminable  upon the Obligor's and the
Administrative  Agent's joint  delivery of written  notice of termination to the
Depository Bank.

         By signing this letter,  the Depository Bank hereby consents and agrees
to the  foregoing,  and agrees that it will not  exercise any right of setoff or
any  similar  right in  connection  with the  Account  or any  funds on  deposit
therein,  except that the  Depository  Bank may debit the Account and permit the
Obligor to  withdraw  funds from the  Account  in payment of  customary  service
charges  associated  with  administering  the Account and for returned items and
similar charges due to the Depository Bank.


<PAGE>
         If the foregoing is acceptable to the Depository  Bank,  please execute
the  enclosed  copy of this letter and return it to the Obligor in the  enclosed
stamped, self-addressed envelope provided.

                                    [NAME OF OBLIGOR]


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

Consented and Agreed as of
this       day of           , 2000
     -----        ----------


("Depository Bank")


By:
Name:
Title:


Bank of America, N.A.,
as Administrative Agent

By:
Name:
Title:

<PAGE>
                                                                       EXHIBIT C


                  AMENDED AND RESTATED SUBROGATION AGREEMENT

         AMENDED AND RESTATED INDEMNITY,  SUBROGATION and CONTRIBUTION AGREEMENT
dated  as of May  26,  2000,  among  ISG  Resources,  Inc.,  a Utah  corporation
(successor to JTM Industries,  Inc., a Texas corporation) (the "Borrower"),  ISG
Capital Corporation, a Utah corporation ("ISG Capital"),each Domestic Subsidiary
of the Borrower  listed on the  signature  pages hereof and such other  Domestic
Subsidiaries  as shall become parties hereto in accordance with Section 5 hereof
(ISG  Capital and such listed and other  Subsidiaries  being  referred to herein
individually as a "Guarantor" and collectively as the  "Guarantors") and Bank of
America, N.A. (formerly known as NationsBank, N.A.), as Administrative Agent (in
such capacity, the "Administrative Agent") for the Lenders (as defined herein).

         Reference  is made to (a) the Amended  and  Restated  Credit  Agreement
dated as of May 26, 2000 (as amended,  modified,  restated or supplemented  from
time to time, the "Credit Agreement"),  among the Borrower,  Industrial Services
Group, Inc., a Delaware corporation, the financial institutions party thereto as
lenders (the "Lenders"),  and Bank of America, N.A., as Administrative Agent and
Issuing Lender, and Canadian Imperial Bank of Commerce,  as Documentation Agent,
(b) the Amended and Restated Guarantee Agreement dated as of May 26, 2000, among
the  Guarantors  and  the  Administrative  Agent  (the  "Subsidiaries  Guarantee
Agreement") and (c) the Amended and Restated Guarantee Agreement dated as of May
26, 2000, between ISG Capital and the  Administrative  Agent (the "ISG Guarantee
Agreement").  Capitalized  terms used herein and not  otherwise  defined  herein
shall have the meanings assigned to them in the Credit Agreement.

         The Lenders have agreed to extend  credit to the Borrower  pursuant to,
and upon the terms and  subject  to the  conditions  set  forth in,  the  Credit
Agreement.  The  Guarantors  have  guaranteed  the Loans of the Borrower and the
other  Guaranteed   Obligations  (as  defined  in  the  Subsidiaries   Guarantee
Agreement)  under the Credit Agreement  pursuant to the  Subsidiaries  Guarantee
Agreement and the ISG Guarantee Agreement and have granted Liens on and security
interests  in their  assets to secure such  guarantees  pursuant to the Security
Agreement.  The  obligations  of the Lenders to extend  credit  under the Credit
Agreement are conditioned on, among other things,  the execution and delivery by
the Borrower and the Guarantors of an agreement in the form hereof.

         Accordingly,  the Borrower, each Guarantor and the Administrative Agent
agree as follows:

         Indemnity and Subrogation.  In addition to all such rights of indemnity
and subrogation as the Guarantors may have under  applicable law (but subject to
Section 3), the Borrower agrees that (a) in the event a payment shall be made by
any Guarantor under the  Subsidiaries  Guarantee  Agreement or ISG Capital under
the ISG Capital Guarantee Agreement, the Borrower shall indemnify such Guarantor
for the full amount of such payment and such  Guarantor  shall be  subrogated to
the rights of the person to whom such payment shall have been made to the extent
of such payment and (b) in the event any assets of any  Guarantor  shall be sold
pursuant to any Collateral Document to satisfy a claim of any Secured Party, the
Borrower shall indemnify such Guarantor in an amount equal to the greater of the
book value or the fair market value of the assets so sold.

         Contribution   and   Subrogation.   Each  Guarantor  (a   "Contributing
Guarantor")  agrees (subject to Section 3) that, in the event a payment shall be
made by any other Guarantor under the Subsidiaries Guarantee Agreement or assets
of any other  Guarantor  shall be sold  pursuant to any  Collateral  Document to
satisfy a claim of any Secured  Party and such other  Guarantor  (the  "Claiming
Guarantor") shall not have been fully indemnified by the Borrower as provided in
Section 1, the Contributing  Guarantor shall indemnify the Claiming Guarantor in
an amount  equal to the amount of such  payment or the greater of the book value
or the fair  market  value of such  assets,  as the  case may be,  in each  case
multiplied  by a fraction of which the  numerator  shall be the net worth of the
Contributing Guarantor on the date that the obligation(s)  supporting such claim
were incurred under the  Subsidiaries  Guarantee  Agreement and the  denominator
shall be the aggregate net worth of all the  Guarantors on such date (or, in the
case of any Guarantor becoming a party hereto pursuant to Section 5, the date of
the Joinder  Agreement  hereto  executed and delivered by such  Guarantor).  Any
Contributing  Guarantor making any payment to a Claiming  Guarantor  pursuant to
this  Section 2 shall be  subrogated  to the rights of such  Claiming  Guarantor
under Section 1 to the extent of such payment.

         Subordination.  Notwithstanding  any provision of this Agreement to the
contrary,  all  rights of the  Guarantors  under  Sections 1 and 2 and all other
rights  of  indemnity,  contribution  or  subrogation  under  applicable  law or
otherwise  shall be fully  subordinated to the  indefeasible  payment in full in
cash of the  Guaranteed  Obligations.  No failure on the part of the Borrower or
any  Guarantor to make the  payments  required by Sections 1 and 2 (or any other
payments  required under applicable law or otherwise) shall in any respect limit
the obligations and liabilities of any Guarantor with respect to its obligations
hereunder,  and each  Guarantor  shall remain  liable for the full amount of the
obligations of such Guarantor hereunder.

         Continuing  Guarantee;  Reinstatement;  Release(a) . (a) This Agreement
shall  survive  and  remain  in full  force  and  effect  until  the  Guaranteed
Obligations  and all  other  amounts  payable  under  this  Agreement  have been
indefeasibly  paid in full in cash, the Commitments  have been  terminated,  all
Letters of Credit have been cancelled or have expired,  all LOC Obligations have
been reimbursed in full.

         (b) This Agreement shall continue to be effective or be reinstated,  as
the case may be, if at any time any payment of any of the Guaranteed Obligations
is rescinded or must  otherwise be returned by the  Administrative  Agent or any
other Secured Party upon the  insolvency,  bankruptcy or  reorganization  of the
Borrower,  any Guarantor or  otherwise,  all as though such payment had not been
made.

         (c)  Notwithstanding  anything to the contrary set forth herein, at the
time any  Guarantor  is released  from its  obligations  under the  Subsidiaries
Guarantee  Agreement or the ISG Capital  Guarantee  Agreement in accordance with
the Subsidiaries Guarantee Agreement or the ISG Capital Guarantee Agreement,  as
the case may be, and the Credit Agreement, such Guarantor will cease to have any
rights or obligations under this Agreement.

         Joinder  Agreement.  Upon execution and delivery by the  Administrative
Agent and a  Domestic  Subsidiary  of any  Credit  Party of a Joinder  Agreement
substantially  in the form of Exhibit E to the Credit  Agreement,  such Domestic
Subsidiary shall become a Guarantor  hereunder with the same force and effect as
if  originally  named as a Guarantor  herein.  The execution and delivery of any
such instrument shall not require the consent of any other Guarantor  hereunder.
The rights and  obligations  of each  Guarantor  hereunder  shall remain in full
force and effect notwithstanding the addition of any new Guarantor as a party to
this Agreement.

         Notices. Except as otherwise expressly provided herein, all notices and
other  communications shall have been duly given and shall be effective (a) when
delivered,  (b) when transmitted via telecopy (or other facsimile device) to the
number set forth in Section  10.1 of the Credit  Agreement,  (c) on the Business
Day  following  the day on  which  the  same has  been  delivered  prepaid  to a
reputable  national  overnight air courier  service or (d) on the third Business
Day following the day on which the same is sent by certified or registered mail,
postage prepaid,  in each case to the respective parties at the address,  in the
case of the  Administrative  Agent,  set  forth in  Section  10.1 of the  Credit
Agreement,  in  the  case  of  any  Guarantor,  on the  signature  pages  to the
Subsidiaries  Guarantee  Agreement,  and,  in the  case of ISG  Capital,  on the
signature pages of the ISG Guarantee  Agreement or at such other address as such
party may specify by written notice to the other parties hereto.

         Benefit of  Agreement(a) . (a) This Agreement shall be binding upon and
inure to the benefit of and be  enforceable  by the  respective  successors  and
assigns of the parties  hereto;  provided that none of the Guarantors may assign
or transfer any of its interests and  obligations  without prior written consent
of the requisite Lenders in accordance with Section 10.6 of the Credit Agreement
(and any such  purported  assignment  or transfer  without such consent shall be
void);  provided  further that the rights of each Lender to transfer,  assign or
grant participations in its rights and/or obligations hereunder shall be limited
as set forth in Section 10.3(b) of the Credit Agreement.  Upon the assignment by
any Lender of all or any portion of its rights and obligations  under the Credit
Agreement  (including all or any portion of its  Commitments and the Loans owing
to it) to any other Person, such other Person shall thereupon become vested with
all the  benefits  in respect  thereof  granted to such  transferor  or assignor
herein or otherwise.

         (b) A Guarantor shall be released from its obligations hereunder in the
event that all the Capital Stock of such Guarantor shall be sold, transferred or
otherwise  disposed of by the Borrower or any of its Subsidiaries that shall own
such stock to a Person that is not a Credit  Party or an Affiliate of any Credit
Party;  provided  that such sale,  transfer or  disposition  shall be  permitted
pursuant  to  the  Credit  Agreement  and  the  other  Credit  Documents  or any
amendment,  modification  or waiver thereof granted in accordance with the terms
thereof.

         No Waiver; Remedies Cumulative.  No failure or delay on the part of the
Administrative  Agent or any other Secured Party in exercising any right,  power
or privilege hereunder and no course of dealing between the Administrative Agent
or any other Secured Party and any of the  Guarantors  shall operate as a waiver
thereof;  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise  of any other  right,  power or  privilege  hereunder.  The  rights and
remedies of the parties hereunder are cumulative and not exclusive of any rights
or remedies which they would otherwise have at law or otherwise. No notice to or
demand on any  Guarantor in any case shall entitle any Guarantor to any other or
further  notice or demand in  similar or other  circumstances  or  constitute  a
waiver  of the  rights  of any  party to any  other  or  further  action  in any
circumstances without notice or demand.

         Amendments, Waivers and Consents. Neither this Agreement nor any of the
terms  hereof  may be  amended,  modified  or  waived,  unless  such  amendment,
modification  or waiver is in writing  and is entered  into in  accordance  with
Section 10.6 of the Credit Agreement; provided, however, that this Agreement may
be amended,  modified  or waived with  respect to any  Guarantor,  including  by
releasing any Guarantor  hereunder,  without the approval of any other Guarantor
and without affecting the obligations of any other Guarantor hereunder.

         Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same  instrument.  It shall not be
necessary in making proof of this  Agreement to produce or account for more than
one such  counterpart for each of the parties  hereto.  Delivery by facsimile by
any of the parties hereto of an executed  counterpart of this Agreement shall be
as effective as an original  executed  counterpart  hereof and shall be deemed a
representation  that an original executed  counterpart hereof will be delivered,
but the failure to deliver a manually executed  counterpart shall not affect the
validity, enforceability or binding effect of this Agreement.

         Headings. Section headings used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the  construction of,
or to be taken into consideration in interpreting, this Agreement.

         Governing  Law;  Submission  to  Jurisdiction;   Venue(a)  .  (a)  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH THE LAWS
OF THE STATE OF NEW YORK.

         (b) Any legal action or proceeding  with respect to this  Agreement may
be brought in the courts of the State of New York in New York County,  or of the
United  States for the  Southern  District of New York,  and, by  execution  and
delivery of this Agreement,  each of the Guarantors hereby  irrevocably  accepts
for itself and in respect of its property,  generally and  unconditionally,  the
nonexclusive  jurisdiction of such courts. Nothing herein shall affect the right
of the  Administrative  Agent or any  Lender  to  serve  process  in any  manner
permitted  by law or to  commence  legal  proceedings  or to  otherwise  proceed
against any Credit Party in any other jurisdiction.

         (c) Each of the  Guarantors  hereby  irrevocably  waives any  objection
which  it may  now or  hereafter  have  to the  laying  of  venue  of any of the
aforesaid  actions or  proceedings  arising  out of or in  connection  with this
Agreement  brought in the courts  referred to in subsection (a) above and hereby
further  irrevocably  waives  and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum.

         (d) TO THE  EXTENT  PERMITTED  BY LAW,  EACH OF THE  GUARANTORS  HEREBY
IRREVOCABLY  WAIVES  ALL  RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR
COUNTERCLAIM  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS
CONTEMPLATED HEREBY.

         Severability.  If any  provision of this  Agreement is determined to be
illegal, invalid or unenforceable with respect to any Guarantor,  such provision
shall be fully severable as to such Guarantor and the remaining  provisions (and
such provision as to all other Guarantors) shall remain in full force and effect
and  shall be  construed  without  giving  effect  to the  illegal,  invalid  or
unenforceable provisions as to such Guarantor. The parties hereto shall endeavor
in  good-faith  negotiations  to replace the invalid,  illegal or  unenforceable
provisions with valid  provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

         Entirety.  This  Agreement,  the other Credit  Documents and the Lender
Hedging Agreements, if any, represent the entire agreement of the parties hereto
and thereto  regarding  the subject  matter hereof and thereof and supersede all
prior  agreements  and  understandings,  oral or written,  if any (including any
commitment letters or correspondence)  relating to such subject matters. Nothing
in this  Agreement,  expressed or implied,  is intended to confer upon any party
(other than the parties  hereto and thereto and the other  Secured  Parties) any
rights,  remedies,  obligations  or  liabilities  under  or by  reason  of  this
Agreement.

         Binding  Effect;  Termination(a)  . (a)  This  Agreement  shall  become
effective  at such time on or after the  Effective  Date when it shall have been
executed by any  Guarantor  and the  Administrative  Agent and  thereafter  this
Agreement shall be binding upon and inure to the benefit of the Guarantors,  the
Administrative Agent and their respective permitted successors and assigns.

         (b) The term of this Agreement shall be until no Loans, LOC Obligations
or any  other  amounts  payable  hereunder  or  under  any of the  other  Credit
Documents shall remain  outstanding,  no Letters of Credit shall be outstanding,
all of the Credit Obligations have been irrevocably satisfied in full and all of
the Commitments shall have expired or been terminated.

         Conflict.  To the  extent  that there is a  conflict  or  inconsistency
between any provision  hereof,  on the one hand, and any provision of the Credit
Agreement, on the other hand, the Credit Agreement shall control.

                           [Signature Page to Follow]


<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this  Agreement to be duly  executed and delivered as of the date first above
written.

BORROWER:                             ISG RESOURCES, INC.,
--------                              a Utah corporation

                                      By:_________________________________
                                      Name:
                                      Title:

GUARANTORS:                           ISG CAPITAL CORPORATION
                                      a Utah corporation

                                      By:_________________________________
                                      Name:
                                      Title:

                                      BEST MASONRY & TOOL SUPPLY, INC.
                                      a Texas corporation

                                      By:_________________________________
                                      Name:
                                      Title:

                                      UNITED TERRAZZO SUPPLY CO., INC.
                                      a California corporation

                                      By:__________________________________
                                      Name:
                                      Title:

                                      LEWIS W. OSBORNE, INC.
                                      a California corporation

                                       By:_________________________________
                                       Name:
                                       Title:

                                       MAGNA WALL, INC.
                                       a Texas corporation

                                       By:_________________________________
                                       Name:
                                       Title:

                                       DON'S BUILDING SUPPLY L.L.P.,
                                       a Texas limited liability partnership


                                       By:__________________________________
                                       Name:
                                       Title:

                                       ISG MANUFACTURED PRODUCTS, INC.
                                       a Utah corporation

                                       By:__________________________________
                                       Name:
                                       Title:

Administrative Agent:                  BANK of AMERICA, N.A.,
                                       in its capacity as Administrative Agent

                                       By:__________________________________
                                       Name:
                                       Title:

<PAGE>



                                                                       EXHIBIT D

                                    [FORM OF]
                                INTERCOMPANY NOTE

$65,000,000.00                                                            [Date]

         FOR VALUE RECEIVED,  the undersigned,  , a corporation  organized under
the  laws  of (the  "Borrower"),  hereby  promises  to pay to the  order  of ISG
Resources,  Inc.,  (the  "Lender"),  at [address] , (i) the principal  amount of
[DOLLARS]  ($__,000,000.00),  or, if less, the aggregate unpaid principal amount
of each loan or  advance  made by the Lender to the  Borrower,  at any time upon
demand by the  Lender,  in lawful  money of the  United  States  of  America  in
immediately  available  funds,  and (ii)  interest  from the date  hereof on the
principal amount hereof from time to time outstanding,  in like funds, at a rate
per annum equal to the rate applicable at such time to Loans which are Base Rate
Loans  pursuant to Section 2.2(d) if same rate,  list A of the Credit  Agreement
referred  to  below.  This Note may be  prepaid  in whole or in part at any time
without  premium or  penalty.  Amounts  prepaid on this Note may be  reborrowed.
Terms used  herein and not  otherwise  defined  herein  shall have the  meanings
assigned to them in the Amended and Restated  Credit  Agreement  dated as of May
[___], 2000 (as amended,  modified,  restated or supplemented from time to time,
the "Credit  Agreement"),  among the Lender,  Industrial Services Group, Inc., a
Delaware corporation,  the financial institutions party thereto as lenders, Bank
of America, N.A. (formerly known as NationsBank,  N.A.), as Administrative Agent
and Issuing Lender,  and Canadian  Imperial Bank of Commerce,  as  Documentation
Agent.

         The  Borrower  promises  to pay  interest,  on demand,  on any  overdue
principal and, to the extent  permitted by law,  overdue interest from their due
dates at the rate or rates provided in Section 3.1 of the Credit Agreement.

         In the  event  this  Note  is not  paid  when  due  at  any  stated  or
accelerated  maturity,  the Borrower agrees to pay, in addition to the principal
of and  interest on this Note,  all costs of  collection,  including  reasonable
attorneys' fees and expenses.

         The Borrower and any and all sureties, guarantors and endorsers of this
Note and all other  parties now or  hereafter  liable  hereon,  severally  waive
grace, presentment for payment, protest, notice of any kind (including notice of
dishonor,  notice of protest,  notice of intention to  accelerate  and notice of
acceleration)  and diligence in  collecting  and bringing suit against any party
hereto,  and agree (i) to all extensions and partial  payments,  with or without
notice, before or after maturity, (ii) to any substitution,  exchange or release
of any security now or  hereafter  given for this Note,  (iii) to the release of
any party  primarily or  secondarily  liable hereon and (iv) that it will not be
necessary  for the Lender,  or any of its  successors  or  assigns,  in order to
enforce  payment of this Note,  to first  institute  or exhaust  their  remedies
against the Borrower or any other party liable  therefor or against any security
for this Note. The  nonexercise by the holder of any of its rights  hereunder in
any  particular  instance  shall not  constitute a waiver thereof in that or any
subsequent instance.

         The outstanding  principal balance of the loans and advances  evidenced
by this Note shall  automatically  become  immediately due and payable,  without
presentment,  demand,  protest or any other notice of any kind, all of which are
expressly  waived by the  Borrower,  upon the  occurrence of an Event of Default
under the Credit Agreement and acceleration thereunder.

         The Borrower hereby  subordinates in right of payment all  indebtedness
of the Borrower  owing to the Lender,  whether  originally  contracted  with the
Lender or acquired by the Lender by assignment,  transfer or otherwise,  whether
now owed or hereafter arising,  whether for principal,  interest, fees, expenses
or   otherwise,   together   with  all   renewals,   extensions,   increases  or
rearrangements thereof, to the prior indefeasible payment in full in cash of the
Credit  Obligations  (as defined in the Credit  Agreement),  whether now owed or
hereafter arising, whether for principal,  interest (including interest accruing
after the filing of a Bankruptcy Event (as defined in the Credit Agreement) with
respect to the Borrower, regardless of whether such interest is an allowed claim
under the Bankruptcy Code (as defined in the Credit Agreement)),  fees, expenses
or   otherwise,   together   with  all   renewals,   extensions,   increases  or
rearrangements thereof.

         This Note shall be  construed  in  accordance  with and governed by the
laws of the State of New York.

                                             [NAME OF BORROWER]

ATTEST:

By:                                           By:
   ----------------------------------            -------------------------------
Title:                                        Name:
       ------------------------------              -----------------------------
(Corporate Seal)                              Title:
                                                    ----------------------------

                                              Accepted  and  agreed to as of the
                                              date  first  written above:

                                              ISG RESOURCES, INC.



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

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED,  ISG Resources,  Inc. (the "Lender")hereby  assigns
and transfers the Intercompany Note dated as of [DATE],  issued to the Lender by
[Name of Borrower],  to Bank of America, N.A., as Administrative Agent under the
Credit Agreement referred to in such Intercompany Note.

         Dated:
                 ----------------

                                            ISG RESOURCES, INC.


                                            By:
                                               ---------------------------------
                                            Title:
                                                  ------------------------------
<PAGE>


                                                                       EXHIBIT E

                                    [FORM OF]

                                JOINDER AGREEMENT

         JOINDER  AGREEMENT  dated as of , among  ISG  Resources,  Inc.,  a Utah
corporation  (successor  to JTM  Industries,  Inc.,  a Texas  corporation)  (the
"Borrower"),  the Domestic  Subsidiary of a Credit Party listed on the signature
page hereto (the "New Subsidiary"), and Bank of America, N.A. (formerly known as
NationsBank,   N.A.),   as   Administrative   Agent  (in  such   capacity,   the
"Administrative Agent"), for the Lenders (as defined herein).

         Reference  is made to (a) the Amended  and  Restated  Credit  Agreement
dated as of May [___], 2000 (as amended, modified, restated or supplemented from
time to time, the "Credit Agreement"),  among the Borrower,  Industrial Services
Group, Inc., a Delaware corporation (the "Parent"),  the financial  institutions
party thereto as lenders (the  "Lenders"),  Bank of America,  as  Administrative
Agent  and  Issuing  Lender,   and  Canadian  Imperial  Bank  of  Commerce,   as
Documentation  Agent, (b) the Amended and Restated Pledge and Security Agreement
dated as of May [___], 2000 (as amended, modified, supplemented or restated from
time to time, the "Security  Agreement"),  among the Parent,  the Borrower,  the
other Grantors named therein and the  Administrative  Agent, (c) the Amended and
Restated  Subsidiaries  Guarantee  Agreement  dated  as of May  [___],  2000 (as
amended, modified, supplemented or restated from time to time, the "Subsidiaries
Guarantee  Agreement"),  among the Subsidiary  Guarantors  named therein and the
Administrative Agent and (d) the Amended and Restated Indemnity, Subrogation and
Contribution  Agreement  dated  as of May  [___],  2000 (as  amended,  modified,
supplemented  or restated from time to time,  the  "Indemnity,  Subrogation  and
Contribution  Agreement"),  among the Borrower,  the Subsidiary Guarantors named
therein and the  Administrative  Agent.  Capitalized  terms used but not defined
herein shall have the meanings ascribed to them in the Credit Agreement.

         The  Credit  Agreement  requires  each  Person  that was not a Domestic
Subsidiary of any Credit Party on the date thereof but subsequently  becomes, or
comes into existence as, a Domestic Subsidiary of any Credit Party to enter into
the Security  Agreement as an additional  "Grantor," the Subsidiaries  Guarantee
Agreement  as an  additional  "Guarantor"  and the  Indemnity,  Subrogation  and
Contribution Agreement as an additional "Guarantor."

         The  Credit  Agreement,   the  Security  Agreement,   the  Subsidiaries
Guarantee  Agreement and the Indemnity,  Subrogation and Contribution  Agreement
specify that additional  Domestic  Subsidiaries of the Credit Parties may become
"Grantors" under the Security  Agreement and may become  "Guarantors"  under the
Subsidiaries Guarantee Agreement and the Indemnity, Subrogation and Contribution
Agreement  by  execution  and  delivery  of an  instrument  in the  form of this
Agreement.  The  undersigned  is a Domestic  Subsidiary of a Credit Party and is
executing  this  Agreement in  accordance  with the  requirements  of the Credit
Agreement  in order to become a "Grantor"  under the  Security  Agreement  and a
"Guarantor"  under  the  Subsidiaries  Guarantee  Agreement  and the  Indemnity,
Subrogation  and  Contribution  Agreement,  to  induce  the  Lenders  to make or
maintain  extensions  of  credit  to  the  Borrower  and  as  consideration  for
extensions of credit previously made to the Borrower.

         Accordingly,  the  Borrower,  the  Administrative  Agent  and  the  New
Subsidiary agree as follows:

         Security  Agreement.  In  accordance  with Section 7.13 of the Security
Agreement,  the New Subsidiary by its signature  hereto shall become a "Grantor"
under the  Security  Agreement  with the same force and effect as if  originally
named  therein as a Grantor (as defined in the Security  Agreement)  and the New
Subsidiary  hereby (a) agrees to all the terms and  provisions  of the  Security
Agreement applicable to it as a Grantor thereunder,  (b) represents and warrants
that the  representations  and warranties made by it as a Grantor thereunder are
true and correct on and as of the date hereof and (c) acknowledges  receipt of a
copy of and  agrees  to be bound  by the  terms of the  Security  Agreement.  In
furtherance of the foregoing, as security for the payment or performance, as the
case may be, of the Secured  Obligations (as defined in the Security  Agreement)
of the New  Subsidiary  as a Grantor,  the New  Subsidiary  hereby grants to the
Administrative Agent, its successors and assigns, for the benefit of the Secured
Parties,  a security  interest in and hereby  pledges,  and with  respect to the
Deposit  Accounts (as defined in the Security  Agreement),  pledges and assigns,
all of such New  Subsidiary's  right,  title and  interest  in, to and under the
Collateral  listed on  Schedules  2 through  12  attached  hereto  and all other
Collateral referred to in the Security Agreement.  Each reference to a "Grantor"
in the Security  Agreement  shall be deemed to include the New  Subsidiary,  and
each schedule  attached to this Agreement shall be incorporated  into and become
part of and supplement the corresponding  Schedules 2 through 12 to the Security
Agreement.

         Subsidiaries Guarantee Agreement.  In accordance with Section 10 of the
Subsidiaries  Guarantee  Agreement,  the New Subsidiary by its signature  hereto
shall become a "Guarantor" under the Subsidiaries  Guarantee  Agreement with the
same force and effect as if originally  named therein as a Guarantor (as defined
in the  Subsidiaries  Guarantee  Agreement)  and the New  Subsidiary  hereby (a)
agrees to all the terms and provisions of the Subsidiaries  Guarantee  Agreement
applicable to it as a Guarantor thereunder, (b) represents and warrants that the
representations and warranties made by it as a Guarantor thereunder are true and
correct on and as of the date hereof and (c)  acknowledges  receipt of a copy of
and agrees to be obligated and bound by the terms of the Subsidiaries  Guarantee
Agreement.  Each  reference  to a  "Guarantor"  in  the  Subsidiaries  Guarantee
Agreement  shall be deemed to include  the New  Subsidiary.  The New  Subsidiary
hereby  waives  acceptance  by the  Administrative  Agent and the Lenders of the
guarantee by the New Subsidiary under the Subsidiaries  Guarantee Agreement upon
the execution of this Agreement by the New Subsidiary.

         Indemnity,  Subrogation and Contribution  Agreement. In accordance with
Section 5 of the Indemnity,  Subrogation  and  Contribution  Agreement,  the New
Subsidiary  by its  signature  hereto  shall  become  a  "Guarantor"  under  the
Indemnity, Subrogation and Contribution Agreement with the same force and effect
as if  originally  named  therein as a Guarantor  (as defined in the  Indemnity,
Subrogation and Contribution Agreement) and the New Subsidiary hereby (a) agrees
to all the terms and provisions of the Indemnity,  Subrogation and  Contribution
Agreement  applicable  to it as a  Guarantor  thereunder,  and (b)  acknowledges
receipt  of a copy of and agrees to be  obligated  and bound by the terms of the
Indemnity,   Subrogation  and  Contribution  Agreement.   Each  reference  to  a
"Guarantor" in the Indemnity,  Subrogation and  Contribution  Agreement shall be
deemed to include the New Subsidiary.

         Representations. The New Subsidiary hereby represents and warrants that
(a) this Agreement has been duly  authorized,  executed and delivered by the New
Subsidiary  and  constitutes  a legal,  valid and binding  obligation of the New
Subsidiary  enforceable against it in accordance with its terms,  subject to the
effect  of  bankruptcy,  insolvency,  reorganization,  arrangement,  moratorium,
fraudulent  conveyance,  voidable preference or similar laws and the application
of equitable principles  generally,  and (b) attached hereto is a true, accurate
and  complete  Perfection  Certificate  relating to the New  Subsidiary  and its
Collateral.

     Effectiveness.  This Agreement shall become effective upon  satisfaction of
the following conditions:

              (a) the receipt by the Administrative Agent, in form and substance
         satisfactory to the Administrative Agent, of the following:

                           (i)     duly executed counterparts of this Agreement;

                           (ii) a copy of the New  Subsidiary's  certificate  of
                  incorporation or other constitutive  documents,  including all
                  amendments  thereto,  certified  as of a  recent  date  by the
                  Secretary of State of the  jurisdiction  of its  organization,
                  and a  certificate  as to its  good  standing,  as of a recent
                  date, from such Secretary of State;

                           (iii)  a  certificate  of  the  Secretary,  Assistant
                  Secretary  or  other  authorized  representative  of  the  New
                  Subsidiary  certifying (A) that attached thereto is a true and
                  complete copy of its by-laws in effect on the date thereof and
                  at all times since a date prior to the date of the resolutions
                  described in clause (B) below,  (B) that attached thereto is a
                  true and  complete  copy of  resolutions  duly  adopted by the
                  Board of Directors of the New Subsidiary (or, in the case of a
                  partnership, the managing general partner thereof) authorizing
                  the execution,  delivery and performance of this Agreement and
                  the performance of the Security  Agreement,  the  Subsidiaries
                  Guarantee   Agreement  and  the  Indemnity,   Subrogation  and
                  Contribution  Agreement  to which it will be a party  and that
                  such resolutions have not been modified,  rescinded or amended
                  and are in full force and effect,  (C) that the certificate of
                  incorporation  or  other  constitutive  documents  of the  New
                  Subsidiary  have not been  amended  since the date of the last
                  amendment  thereto shown on the  certificate  of good standing
                  furnished  pursuant  to  clause  (ii)  above and (D) as to the
                  incumbency   and  specimen   signature   of  each   authorized
                  representative  executing any document delivered in connection
                  herewith on behalf of such party;

                           (iv)   a    certificate    of   another    authorized
                  representative as to the incumbency and specimen  signature of
                  the person executing the certificate  pursuant to clause (iii)
                  above;

                           (v) upon the  request  of the  Administrative  Agent,
                  certified  copies of Requests for  Information or Copies (Form
                  UCC-11),  or  equivalent  reports from an  independent  search
                  service satisfactory to the Administrative  Agent, listing (A)
                  any judgment  naming the New Subsidiary as judgment  debtor in
                  any of the  jurisdictions  where  a  Uniform  Commercial  Code
                  financing  statement  would be  required by law to be filed in
                  order to create a  perfected  security  interest in or lien on
                  any of the  personal or real  property of the New  Subsidiary,
                  (B) any tax lien that names the New Subsidiary as a delinquent
                  taxpayer  in  any  of  the  jurisdictions  referred  to in the
                  preceding  clause  (A),  and (C) any Uniform  Commercial  Code
                  financing statement that names the New Subsidiary as debtor or
                  seller  filed in any of the  jurisdictions  referred to in the
                  preceding clause (A);

                           (vi) appropriate duly executed termination statements
                  (Form  UCC-3)  signed  by all  persons  disclosed  on  current
                  financing  statements as secured parties in the  jurisdictions
                  referred  to in clause (v) above in form for filing  under the
                  Uniform  Commercial  Code of such  jurisdictions  (except with
                  respect to Liens  permitted  under  Section  7.2 of the Credit
                  Agreement);

                           (vii)   certificates   representing  all  outstanding
                  Capital Stock of any Domestic Subsidiary of the New Subsidiary
                  and 65% of all outstanding Capital Stock of any direct Foreign
                  Subsidiary of the New Subsidiary,  accompanied by stock powers
                  endorsed in blank, and any Intercompany Note, duly executed by
                  the New Subsidiary,  accompanied by an assignment  executed in
                  blank;

                           (viii) an  acknowledgement  copy,  or other  evidence
                  satisfactory  to  the  Administrative  Agent,  of  the  proper
                  filing,   registration   or   recordation   of  each  document
                  (including each Uniform  Commercial Code financing  statement)
                  required by law or reasonably  requested by the Administrative
                  Agent to be filed,  registered  or recorded in order to create
                  in favor of the  Administrative  Agent for the  benefit of the
                  Secured Parties a valid, legal and perfected security interest
                  in or  Lien  on the  Collateral  that  is the  subject  of the
                  Security  Agreement in each  jurisdiction in which the filing,
                  registration   or  recordation   thereof  is  so  required  or
                  requested;

                           (ix) an opinion of  counsel  for the New  Subsidiary,
                  dated the date that this Agreement shall become effective,  as
                  to  all  matters   relating  to  the  New  Subsidiary  as  the
                  Administrative Agent may reasonably request;

                           (x) a Perfection Certificate duly executed by the New
                  Subsidiary; and

                           (xi)  all  documents  the  Administrative  Agent  may
                  reasonably  request  relating  to the  existence  of  the  New
                  Subsidiary  and its  corporate  or  partnership  authority  to
                  execute,  deliver  and  perform the  Security  Agreement,  the
                  Subsidiaries    Guarantee   Agreement   and   the   Indemnity,
                  Subrogation and Contribution Agreement, as applicable, and any
                  other matters relevant hereto or thereto; and

              (b) No  Default or Event of Default  shall  have  occurred  and be
         continuing at the time of the  execution  and delivery  hereof or would
         occur immediately after giving effect thereto.

         Effect on Loan Documents.  Except as expressly supplemented hereby, the
Security  Agreement,  the  Subsidiaries  Guarantee  Agreement and the Indemnity,
Subrogation and Contribution Agreement shall remain in full force and effect.

         GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

         Severability.  If any  provision of this  Agreement is determined to be
illegal,  invalid or unenforceable,  such provision shall be fully severable and
the  remaining  provisions  shall  remain in full  force and effect and shall be
construed  without  giving  effect  to the  illegal,  invalid  or  unenforceable
provisions.  The parties  hereto shall  endeavor in good-faith  negotiations  to
replace the invalid,  illegal or unenforceable  provisions with valid provisions
the economic  effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         Notices.  The address of the New Subsidiary for purposes of all notices
and  other  communications  is   __________________,   ______________________,
Attention of _______________________ (Facsimile No.__________________).

         Counterparts.   This   Agreement   may  be  executed  in  two  or  more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.

         Expenses.  The New  Subsidiary  agrees to reimburse the  Administrative
Agent  for  its  reasonable  out-of-pocket  expenses  in  connection  with  this
Agreement,  including  the  reasonable  fees and  expenses  of  counsel  for the
Administrative Agent.


<PAGE>

         IN  WITNESS  WHEREOF,   the  Borrower,   the  New  Subsidiary  and  the
Administrative  Agent have duly executed this  Supplemental  Agreement as of the
day and year first above written.

                                     ISG RESOURCES, INC.,


                                     By:_____________________________
                                     Name:
                                     Title:

                                     [NAME OF NEW SUBSIDIARY],


                                      By:____________________________
                                      Name:
                                      Title:
                                      Address:

                                      Telecopy:

                                      BANK OF AMERICA, N.A., as Administrative
                                      Agent,


                                      By:____________________________
                                      Name:
                                      Title:


<PAGE>

                                   Schedule 2

             CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS

Name                    Mailing Address             County                State





           LOCATIONS OF RECORDS OF RECEIVABLES AND GENERAL INTANGIBLES

Name                    Mailing Address             County                State


<PAGE>

<TABLE>
<CAPTION>


                                   Schedule 3

                                PLEDGED INTERESTS

Part I  List of Pledged Interests:
        -------------------------

                                                       Class              Stock             Par          Number
        Grantor                Stock Issuer           Of Stock       Certificate Nos.      Value       of Shares
        -------                ------------           --------       ----------------      -----       ---------
        <S>                    <C>                    <C>            <C>                   <C>         <C>

</TABLE>


<TABLE>
<CAPTION>


Part II  List of Pledged Debt:
         --------------------


         Grantor                   Debt Issuer          Date of Issuance           Outstanding Balance
         <S>                       <C>                  <C>                        <C>

</TABLE>

<PAGE>

                                   Schedule 4

                      LOCATIONS OF EQUIPMENT AND INVENTORY

Grantor           Mailing Address             County                       State


<PAGE>



                                   Schedule 5

                        TRADE NAMES, DIVISION NAMES, ETC.

 Grantor                                       Trade Names, Division Names, Etc.
 -------                                       ---------------------------------





<PAGE>



                                   Schedule 6

                         REQUIRED FILINGS AND RECORDINGS

Grantor                 UCC Filings & Locations                    Other Filings


<PAGE>


<TABLE>
<CAPTION>

                                   Schedule 7

                         PATENTS AND PATENT APPLICATIONS

                             Serial No. or                                                          Issue or
        Grantor               Patent No.              Inventor                County               Filing Date
        -------               ----------              --------                ------               -----------
        <S>                  <C>                      <C>                     <C>                  <C>


</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                   Schedule 8

                      TRADEMARKS AND TRADEMARK APPLICATIONS

                                Serial No. or                                        Issue or
       Grantor                Registration No.                Country              Filing Date               Mark
       -------                ----------------                -------              -----------               ----
       <S>                    <C>                             <C>                  <C>                       <C>



</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                 Schedule 9

                      COPYRIGHTS AND COPYRIGHT APPLICATIONS

                                Serial No. or                                        Issue or
       Grantor                Registration No.                Country              Filing Date               Mark
       -------                ----------------                -------              -----------               ----
       <S>                    <C>                             <C>                  <C>                       <C>

</TABLE>






<PAGE>



                                   Schedule 10

                                    LICENSES

              Grantor                                      Licenses


<PAGE>



                                   Schedule 11

                     MOTOR VEHICLES AND OTHER ROLLING STOCK



<PAGE>

<TABLE>
<CAPTION>


                                   Schedule 12

                                    ACCOUNTS

                     Financial                                        Address of Financial             Account
Grantor              Institution             Account No.                   Institution                 Purpose
<S>                  <C>                     <C>                      <C>                              <C>

</TABLE>

<PAGE>
                                                                       EXHIBIT F

                                    [FORM OF]

                               NOTICE OF BORROWING

Bank of America, N.A.,
as Administrative Agent for the Lenders
101 North Tryon Street
Independence Center, 15th Floor

NC1-001-15-04
Charlotte, North Carolina  28255
Attention: Agency Services

Ladies and Gentlemen:

         The undersigned,  ISG Resources, Inc., a Utah corporation (successor to
JTM  Industries,  Inc., a Texas  corporation)  (the  "Borrower"),  refers to the
Amended and Restated Credit  Agreement dated as of May [___],  2000 (as amended,
modified,  restated or supplemented from time to time, the "Credit  Agreement"),
among the Borrower, Industrial Services Group, Inc., a Delaware corporation, the
financial  institutions  party  thereto  as  lenders  (the  "Lenders"),  Bank of
America, N.A. (formerly known as NationsBank, N.A.), as Administrative Agent and
Issuing Lender, and Canadian Imperial Bank of Commerce,  as Documentation Agent.
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings  assigned to such terms in the Credit  Agreement.  The Borrower  hereby
gives notice pursuant to Section [2.2] [2.3] [2.4] of the Credit  Agreement that
it requests a [Tranche A Revolving  Loan]  [Tranche B  Revolving  Loan]  advance
under the Credit  Agreement,  and in connection  therewith  sets forth below the
terms on which such  [Tranche A  Revolving  Loan]  [Tranche  B  Revolving  Loan]
advance is requested to be made:

         (A)      Date of Borrowing (which is a Business Day);

         (B)      Principal Amount of Borrowing;

         (C)      Type of [Tranche A Revolving Loan] [Tranche B Revolving Loan];
                  and

         (D)      Interest Period and the last day thereof, if applicable.

         [In  accordance  with  Section  2.4,  in  the  event  the  Borrower  is
requesting a Tranche B Revolving  Loan,  the Borrower  confirms that all amounts
under  the  Tranche  A  Revolving  Loans  have  been  borrowed  in full  and are
outstanding.]  In accordance with the  requirements of Section 4.2 of the Credit
Agreement,  the Borrower hereby reaffirms the representations and warranties set
forth in the Credit  Documents (as updated  pursuant to the most recent  amended
schedules  to the Credit  Agreement  and Pledge  Agreement,  if any,  which,  if
necessary,  are attached  hereto) as provided in subsection (b) of such Section,
and confirms that the matters  referenced in subsections  (c), (d), (e), (f) and
(g) of such Section are true and correct as of the date hereof.


<PAGE>

         Please distribute funds to the following accounts:


                                          ISG RESOURCES, INC.


                                          By:_________________________
                                          Name:_______________________
                                          Title:______________________

<PAGE>
                                                                       EXHIBIT G

                                    [FORM OF]

                         NOTICE OF EXTENSION/CONVERSION

Bank of America, N. A.,
as Administrative Agent for the Lenders
101 North Tryon Street
Independence Center, 15th Floor

NC1-001-15-04
Charlotte, North Carolina  28255
Attention: Agency Services

Ladies and Gentlemen:

         The undersigned,  ISG Resources, Inc., a Utah corporation (successor to
JTM  Industries,  Inc., a Texas  corporation)  (the  "Borrower"),  refers to the
Amended and Restated Credit  Agreement dated as of May [___],  2000 (as amended,
modified,  restated or supplemented from time to time, the "Credit  Agreement"),
among the Borrower, Industrial Services Group, Inc., a Delaware corporation, the
financial  institutions  party thereto (the  "Lenders"),  Bank of America,  N.A.
(formerly  known as  NationsBank,  N.A.),  as  Administrative  Agent and Issuing
Lender,  and  Canadian  Imperial  Bank  of  Commerce,  as  Documentation  Agent.
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings  assigned to such terms in the Credit  Agreement.  The Borrower  hereby
gives notice pursuant to Section 3.2 of the Credit Agreement that it requests an
extension or  conversion  of a [Tranche A Revolving  Loan]  [Tranche B Revolving
Loan] outstanding under the Credit Agreement,  and in connection  therewith sets
forth below the terms on which such  extension or  conversion is requested to be
made:

          (A)  Date of Extension or Conversion (which is a Business Day);

          (B)  Principal Amount of Extension or Conversion;

          (C)  Type of [Tranche A  Revolving  Loan]  [Tranche B Revolving  Loan]
               prior to Extension or Conversion and Type of [Tranche A Revolving
               Loan] [Tranche B Revolving  Loan] after  Extension or Conversion;
               and

          (D)  Interest Period and the last day thereof, if applicable.



<PAGE>

         [In  accordance  with  Section  2.4,  in  the  event  the  Borrower  is
requesting a Tranche B Revolving  Loan,  the Borrower  confirms that all amounts
under  the  Tranche  A  Revolving  Loans  have  been  borrowed  in full  and are
outstanding.]  In accordance with the  requirements of Section 4.2 of the Credit
Agreement,  the Borrower hereby reaffirms the representations and warranties set
forth in the Credit  Documents (as updated  pursuant to the most recent  amended
schedules  to the Credit  Agreement  and Pledge  Agreement,  if any,  which,  if
necessary,  are attached  hereto) as provided in subsection (b) of such Section,
and confirms that the matters  referenced in subsections  (c), (d), (e), (f) and
(g) of such Section, are true and correct as of the date hereof.

                                             ISG RESOURCES, INC.


                                             By:_______________________
                                             Name:_____________________
                                             Title:____________________

<PAGE>
                                                                     EXHIBIT H-1


                 AMENDED AND RESTATED GUARANTEE AGREEMENT

                            Dated as of May 26, 2000

                                     between

                        INDUSTRIAL SERVICES GROUP, INC.,

                                  as Guarantor

                                       and

                             BANK OF AMERICA, N.A.,

                             as Administrative Agent

<PAGE>


         AMENDED  AND  RESTATED  GUARANTEE  AGREEMENT  dated as of May 26,  2000
between   INDUSTRIAL   SERVICES  GROUP,   INC.,  a  Delaware   corporation  (the
"Guarantor"),  and BANK OF AMERICA, N.A. (formerly known as NationsBank,  N.A.),
as Administrative Agent (in such capacity, the "Administrative Agent")
for the Lenders (as defined herein).

         Reference is made to the Amended and Restated Credit Agreement dated as
of May 26, 2000 (as amended,  modified,  restated,  or supplemented or otherwise
modified from time to time,  the "Credit  Agreement"),  among ISG Capital,  Inc.
(successor to JTM Industries,  Inc.), a Texas corporation (the "Borrower"),  the
Guarantor,  the financial institutions party thereto as Lenders (the "Lenders"),
Bank of America,  N.A. (formerly known as NationsBank,  N.A.), as Administrative
Agent  and  Issuing  Lender,   and  Canadian  Imperial  Bank  of  Commerce,   as
Documentation  Agent.  Capitalized  terms used herein and not otherwise  defined
herein shall have the meanings assigned to them in the Credit Agreement. As used
herein,  "Other  Credit  Parties"  shall mean any and all of the Credit  Parties
other than the Guarantor.

         The Lenders have agreed to extend  credit to the Borrower  pursuant to,
and upon the terms and  subject  to the  conditions  set  forth in,  the  Credit
Agreement.  As the parent  company of the Borrower,  the Guarantor  acknowledges
that it will derive  substantial  benefits  from the  extension of credit to the
Borrower under the Credit  Agreement.  The  obligations of the Lenders to extend
credit under the Credit  Agreement are conditioned  on, among other things,  the
execution and delivery by the  Guarantor of an agreement in the form hereof.  As
consideration  therefor  and in order to induce the Lenders to make  Loans,  the
Guarantor is willing to execute and deliver this Agreement.

         Accordingly,  the  Guarantor,  intending  to be legally  bound,  hereby
agrees with the  Administrative  Agent,  for the ratable  benefit of the Secured
Parties, as follows:

         SECTION 1. Guarantee. The Guarantor  unconditionally  guarantees,  as a
primary obligor and not merely as a surety,  (a) the due and punctual payment of
(i) the  principal of and premium,  if any,  and  interest  (including  interest
accruing  during the pendency of any  bankruptcy,  insolvency,  receivership  or
other similar  proceeding,  regardless  of whether  allowed or allowable in such
proceeding) on the Loans, when and as due, whether at maturity, by acceleration,
upon one or more  dates set for  prepayment  or  otherwise,  (ii)  each  payment
required to be made by the Borrower under the Credit Agreement in respect of any
Letter  of  Credit,   when  and  as  due,   including  payments  in  respect  of
reimbursement of disbursements, interest thereon and obligations to provide cash
collateral and (iii) all other monetary  obligations,  including indemnities and
fees, costs and expenses, whether primary, secondary,  direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency,  receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of the Other Credit Parties to
the Secured Parties under the Credit  Agreement and the other Credit  Documents,
(b) the due and punctual performance of all covenants,  agreements,  obligations
and  liabilities  of the Other  Credit  Parties  under or pursuant to the Credit
Agreement and the other Credit Documents and (c) all obligations of the Borrower
or any of its  Subsidiaries,  monetary or otherwise,  under each Lender  Hedging
Agreement (all the monetary and other  obligations  referred to in the preceding
clauses (a) through (c) being collectively called the "Guaranteed Obligations").
The Guarantor further agrees that the Guaranteed  Obligations may be extended or
renewed,  in whole or in part,  without notice to or further assent from it, and
that it will remain bound upon its  guarantee  notwithstanding  any extension or
renewal of any Guaranteed Obligation.

         SECTION 2. Guarantee  Absolute.  (a) The Guarantor  guarantees that the
Guaranteed  Obligations  will be paid strictly in  accordance  with their terms,
regardless  of any law,  regulation  or order now or  hereafter in effect in any
jurisdiction  affecting  any of such terms or the rights of the Secured  Parties
with respect thereto.  The obligations of the Guarantor under this Agreement are
independent of the Guaranteed Obligations,  and a separate action or actions may
be brought and  prosecuted  against the  Guarantor  to enforce  this  Agreement,
irrespective  of whether any action is brought against any Other Credit Party or
the  Sponsor or whether any Other  Credit  Party or the Sponsor is joined in any
such action or actions. This Agreement is an absolute and unconditional guaranty
of payment when due, and not of  collection,  by the Guarantor of the Guaranteed
Obligations  in each and every  particular.  The  obligations  of the  Guarantor
hereunder are several from those of the Other Credit Parties and the Sponsor and
are primary obligations concerning which the Guarantor is the principal obligor.

         (b) This Agreement shall continue to be effective or be reinstated,  as
the case may be, if at any time any payment of any of the Guaranteed Obligations
is rescinded or must  otherwise be returned by the  Administrative  Agent or any
other Secured Party upon the  insolvency,  bankruptcy or  reorganization  of any
Other Credit Party or the Sponsor or  otherwise,  all as though such payment had
not been made.

         (c) The obligations of the Guarantor  hereunder shall not be subject to
any reduction,  limitation,  impairment or termination for any reason, including
the existence of any claim,  set-off or other right which the Guarantor may have
at any time against any Other Credit  Party,  the  Sponsor,  the  Administrative
Agent or other Secured Party or any other Person, whether in connection herewith
or any unrelated transactions. Without limiting the generality of the foregoing,
the  Guarantor's  liability  shall extend to all amounts that constitute part of
the  Guaranteed  Obligations  and would be owed by any Other Credit Party or the
Sponsor to any Secured  Party under the Credit  Documents  but for the fact that
they are  unenforceable  or not  allowable due to the existence of a bankruptcy,
reorganization  or similar  proceeding  involving  any Other Credit Party or the
Sponsor.

         SECTION 3. Waivers.  The Guarantor hereby waives presentment to, demand
of payment from and protest to the Other Credit Parties or the Sponsor of any of
the Guaranteed  Obligations,  and also waives promptness,  diligence,  notice of
acceptance  of its  guarantee,  any  other  notice  with  respect  to any of the
Guaranteed   Obligations  and  this  Agreement  and  any  requirement  that  the
Administrative  Agent or any other Secured  Party  protect,  secure,  perfect or
insure any Lien or any property  subject thereto.  The Guarantor  further waives
any right to require that resort be had by the Administrative Agent or any other
Secured Party to any security held for payment of the Guaranteed  Obligations or
to  any  balance  of  any  deposit,  account  or  credit  on  the  books  of the
Administrative  Agent or any other Secured Party in favor of any Credit Party or
any other  Person.  The  Guarantor  hereby  consents  and  agrees to each of the
following  to  the  fullest  extent  permitted  by  law,  and  agrees  that  its
obligations  under this Agreement shall not be released,  diminished,  impaired,
reduced or  adversely  affected by any of the  following,  and waives any rights
(including  rights to notice) which it might otherwise have as a result of or in
connection with any of the following:

                  (a) any renewal, extension, amendment, modification, increase,
         decrease,  alteration  or  rearrangement  of  all or  any  part  of the
         Guaranteed   Obligations  or  any  instrument  executed  in  connection
         therewith,  or any contract or understanding with any Credit Party, the
         Sponsor.  the Administrative  Agent, the Documentation Agent, the other
         Secured Parties, or any of them, or any other Person, pertaining to the
         Guaranteed Obligations;

                  (b) any adjustment, indulgence, forbearance or compromise that
         might  be  granted   or  given  by  the   Administrative   Agent,   the
         Documentation Agent or any other Secured Party to any Credit Party, the
         Sponsor or any other Person liable on the  Guaranteed  Obligations;  or
         the failure of the Administrative Agent, the Documentation Agent or any
         other  Secured  Party to assert any claim or demand or to exercise  any
         right or remedy  against  any  Credit  Party or the  Sponsor  under the
         provisions  of any Credit  Document or  otherwise;  or any  rescission,
         waiver,  amendment or  modification  of, or any release from any of the
         terms or  provisions  of, any Credit  Document or any other  agreement,
         including   with  respect  to  any  Subsidiary   Guarantor   under  the
         Subsidiaries Guarantee Agreement;

                  (c)  the  insolvency,  bankruptcy,  arrangement,   adjustment,
         composition,  liquidation,  disability, dissolution or lack of power of
         any Credit  Party or the  Sponsor,  any other Person at any time liable
         for the payment of all or part of the  Guaranteed  Obligations;  or any
         dissolution  of any  Credit  Party  or  the  Sponsor,  or  any  change,
         restructuring  or  termination  of  the  organizational   structure  or
         existence  of any Credit Party or the  Sponsor,  or any sale,  lease or
         transfer of any or all of the assets of any Credit Party, or any change
         in the  shareholders,  partners,  or members of any Credit Party or the
         Sponsor; or any default, failure or delay, willful or otherwise, in the
         performance of the Guaranteed Obligations;

                  (d) the invalidity,  illegality or  unenforceability of all or
         any part of the  Guaranteed  Obligations,  or any document or agreement
         executed in connection with the Guaranteed Obligations,  for any reason
         whatsoever,  including the fact that the Guaranteed Obligations, or any
         part thereof,  exceed the amount  permitted by law, the act of creating
         the  Guaranteed  Obligations  or any part thereof is ultra  vires,  the
         officers  or  representatives  executing  the  documents  or  otherwise
         creating the Guaranteed Obligations acted in excess of their authority,
         the Guaranteed  Obligations  violate  applicable  usury laws, any Other
         Credit  Party or the  Sponsor  has valid  defenses,  claims or  offsets
         (whether at law, in equity or by agreement) which render the Guaranteed
         Obligations  wholly or partially  uncollectible  from such Other Credit
         Party or the Sponsor,  the  creation,  performance  or repayment of the
         Guaranteed  Obligations (or the execution,  delivery and performance of
         any  document  or  instrument   representing  part  of  the  Guaranteed
         Obligations or executed in connection  with the Guaranteed  Obligations
         or given to secure the  repayment  of the  Guaranteed  Obligations)  is
         illegal,  uncollectible,  legally  impossible or unenforceable,  or the
         documents or instruments  pertaining to the Guaranteed Obligations have
         been forged or otherwise are irregular or not genuine or authentic;

                  (e) any full or partial  release of the liability of any Other
         Credit  Party,  the  Sponsor or of any other  Person  now or  hereafter
         liable, whether directly or indirectly,  jointly, severally, or jointly
         and severally, to pay, perform,  guarantee or assure the payment of the
         Guaranteed  Obligations  or any  part  thereof,  it  being  recognized,
         acknowledged  and agreed by the  Guarantor  that the  Guarantor  may be
         required to pay the Guaranteed  Obligations in full without  assistance
         or support of any other Person,  and the Guarantor has not been induced
         to enter into this Agreement on the basis of a  contemplation,  belief,
         understanding  or agreement that any party other than the Borrower will
         be liable to perform the  Guaranteed  Obligations,  or that the Secured
         Parties  will  look  to any  other  party  to  perform  the  Guaranteed
         Obligations;

                  (f) the taking or accepting of any other security,  collateral
         or guarantee, or other assurance of payment, for all or any part of the
         Guaranteed Obligations;

                  (g)   any   release,   surrender,   exchange,   subordination,
         deterioration, waste, loss or impairment (including negligent, willful,
         unreasonable  or  unjustifiable  impairment)  of any  Letter of Credit,
         collateral,  property or security,  at any time  existing in connection
         with,  or  assuring  or  securing  payment  of,  all or any part of the
         Guaranteed Obligations;

                  (h) the failure of the Administrative Agent, the Documentation
         Agent,  any  other  Secured  Party  or any  other  Person  to  exercise
         diligence  or  reasonable   care  in  the   preservation,   protection,
         enforcement,  sale or other handling or treatment of all or any part of
         such collateral, property or security;

                  (i) the fact that any collateral,  security, security interest
         or lien  contemplated  or intended  to be given,  created or granted as
         security for the repayment of the Guaranteed  Obligations  shall not be
         properly  perfected or created,  or shall prove to be  unenforceable or
         subordinate to any other security interest or lien, it being recognized
         and agreed by the  Guarantor  that the  Guarantor is not entering  into
         this Agreement in reliance on, or in  contemplation of the benefits of,
         the  validity,  enforceability,  collectibility  or value of any of the
         Collateral;

                  (j) any  payment by any Other  Credit  Party or the Sponsor to
         the  Administrative  Agent or any other  Secured  Party  being  held to
         constitute a preference under Title 11 of the United States Code or any
         similar  Federal  or state law,  or for any  reason the  Administrative
         Agent,  the  Documentation  Agent  or any  other  Secured  Party  being
         required to refund such  payment or pay such amount to any Other Credit
         Party, the Sponsor or someone else;

                  (k) any other action taken or omitted to be taken with respect
         to the Guaranteed Obligations, or the security and collateral therefor,
         whether or not such  action or omission  prejudices  the  Guarantor  or
         increases the likelihood that the Guarantor will be required to pay the
         Guaranteed  Obligations  pursuant  to the  terms  hereof,  it being the
         unambiguous  and  unequivocal  intention  of  the  Guarantor  that  the
         Guarantor  shall be obligated to pay the  Guaranteed  Obligations  when
         due,  notwithstanding  any occurrence,  circumstance,  event, action or
         omission  whatsoever,  whether or not contemplated,  and whether or not
         otherwise or  particularly  described  herein,  except for the full and
         final payment and satisfaction of the Guaranteed Obligations in cash;

                  (l) the  fact  that all or any of the  Guaranteed  Obligations
         cease to exist by  operation  of law,  including by way of a discharge,
         limitation or tolling thereof under applicable bankruptcy laws;

                  (m) the  existence of any claim,  set-off or other right which
         the Guarantor may have at any time against any Other Credit Party,  the
         Sponsor,  the Administrative  Agent, the Documentation Agent, any other
         Secured  Party or any other Person,  whether in connection  herewith or
         any unrelated transactions;  provided that nothing herein shall prevent
         the  assertion  of any  such  claim  by  separate  suit  or  compulsory
         counterclaim; or

                  (n) any other  circumstance that might in any manner or to any
         extent otherwise  constitute a defense  available to, vary the risk of,
         or  operate as a  discharge  of,  the  Guarantor  as a matter of law or
         equity.

All waivers herein  contained shall be without  prejudice to the  Administrative
Agent at its option to proceed  against  any Credit  Party,  the  Sponsor or any
other Person, whether by separate action or by joinder.

         SECTION  4.  Security  for  Guarantee.  The  Guarantor  authorizes  the
Administrative Agent, in accordance with the terms and subject to the conditions
set forth in the  Collateral  Documents,  (a) to take and hold  security for the
payment  of this  Agreement  and the  Guaranteed  Obligations  and to  exchange,
enforce,  waive and release any such  security,  (b) to apply such  security and
direct the order or manner of sale  thereof as the  Administrative  Agent in its
sole  discretion  may determine and (c) to release or substitute any one or more
endorsees,  other guarantors or other obligors. The Administrative Agent may, at
its election,  in accordance  with the terms and subject to the  conditions  set
forth in the Collateral  Documents,  foreclose on any security held by it by one
or more  judicial or  nonjudicial  sales,  or exercise any other right or remedy
available to it against any Credit Party, or any security,  without affecting or
impairing in any way the  liability of the  Guarantor  hereunder,  except to the
extent the Guaranteed Obligations have been indefeasibly paid in full in cash.

         SECTION 5.  Agreement  to Pay;  Subordination.  In  furtherance  of the
foregoing and not in limitation of any other right that the Administrative Agent
or any other  Secured  Party has at law or in equity  against the  Guarantor  by
virtue hereof,  upon the failure of any Other Credit Party or the Sponsor to pay
any  Guaranteed  Obligation  when and as the same shall  become due,  whether at
maturity,  by  acceleration,  after  notice  of  prepayment  or  otherwise,  the
Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the
Administrative  Agent or such other Secured Party as designated  thereby in cash
the amount of such unpaid Guaranteed Obligations.  Upon payment by the Guarantor
of any sums to the Administrative  Agent or any Secured Party as provided above,
all  rights of the  Guarantor  against  any Other  Credit  Party or the  Sponsor
arising  as a  result  thereof  by way of right  of  subrogation,  contribution,
reimbursement,  indemnity or otherwise  shall in all respects be subordinate and
junior in right of payment to the prior indefeasible  payment in full of cash of
all the Guaranteed  Obligations.  If any amount shall erroneously be paid to the
Guarantor on account of such subrogation, contribution, reimbursement, indemnity
or similar  right,  such  amount  shall be held in trust for the  benefit of the
Secured Parties and shall forthwith be turned over to the  Administrative  Agent
in the exact form received by the Guarantor  (duly  endorsed by the Guarantor to
the Administrative Agent, if required) to be credited against the payment of the
Guaranteed  Obligations,  whether  matured or unmatured,  in accordance with the
terms of the Credit Documents.

         SECTION 6. Representations and Warranties and Covenants.  The Guarantor
hereby represents, warrants and covenants as follows:

                  (a) The  Guarantor  acknowledges  that any  default in the due
         observance or performance  by the Guarantor of any covenant,  condition
         or agreement  contained herein may constitute an Event of Default under
         Section 8.1 of the Credit Agreement.

                  (b) There are no conditions  precedent to the effectiveness of
         this Agreement that have not
         been satisfied or waived.

                  (c) The Guarantor has, independently and without reliance upon
         the  Administrative  Agent or any other Secured Party and based on such
         documents and  information as it has deemed  appropriate,  made its own
         credit  analysis  and  decision  to  enter  into  this  Agreement.  The
         Guarantor has investigated fully the benefits and advantages which will
         be derived by it from  execution  of this  Agreement,  and the Board of
         Directors  of the  Guarantor  has decided  that a direct or an indirect
         benefit will accrue to the Guarantor by reason of the execution of this
         Agreement.

                  (d) (i) This  Agreement  is not given  with  actual  intent to
         hinder,  delay or defraud any Person to which the  Guarantor is or will
         become, on or after the date hereof,  indebted;  (ii) the Guarantor has
         received at least a  reasonably  equivalent  value in exchange  for the
         giving of this  Agreement;  (iii) the Guarantor is not insolvent on the
         date hereof and will not become  insolvent as a result of the giving of
         this  Agreement;  (iv) the  Guarantor  is not  engaged in a business or
         transaction,  nor is about to engage in a business or transaction,  for
         which  any  assets  owned  by the  Guarantor  (after  engaging  in such
         business or  transaction)  constitute an  unreasonably  small amount of
         capital; and (v) the Guarantor does not intend to incur debts that will
         be beyond the Guarantor's ability to pay as such debts mature.

                  (e) The  Guarantor  (i) has not  engaged  in any  business  or
         activity except for (A) the owning and holding of material assets other
         than the Capital Stock of the Borrower and activities  directly related
         thereto  or to  the  maintenance  of  the  corporate  existence  of the
         Guarantor  or  compliance  with  applicable  law,  (B)  performing  its
         obligations  under  the  Credit  Agreement,  acting as a  Guarantor  in
         accordance  with the provisions  thereof and pledging its assets to the
         Administrative  Agent, for the benefit of the Lenders,  pursuant to the
         Collateral  Documents  to which it is a party,  (C) issuing the Laidlaw
         Bridge Note pursuant to the Laidlaw Bridge  Agreement,  (D) issuing its
         own Capital Stock (other than  Disqualified  Stock),  (E) entering into
         the  Employment  Agreements,   the  Deju  Subscription  Agreement,  the
         Contribution and Subscription  Agreement,  the Stockholders  Agreement,
         the Registration  Rights Agreement and the CVC Subscription  Agreement,
         the Senior  Subordinated Credit Facility,  the Subordination  Agreement
         and (F) entering into the Acquisition Agreement, in the case of clauses
         (D), (E) and (F), on terms satisfactory to the Administrative Agent, in
         its sole  discretion and (ii) shall not merge with or into the Borrower
         or any other Person.

         SECTION  7.  Continuing  Guarantee.  This  Agreement  is  a  continuing
guarantee  and shall  survive  and  remain in full  force and  effect  until the
Guaranteed  Obligations  and all other amounts payable under this Agreement have
been  indefeasibly  paid in full in cash, the Commitments  have been terminated,
all Letters of Credit have been cancelled or have expired,  all LOC  Obligations
have been  reimbursed in full, and shall be reinstated to the extent provided in
Section 2(b).

         SECTION 8. Information.  The Guarantor assumes all  responsibility  for
being and keeping itself  informed of the financial  condition and assets of the
Other Credit Parties,  and of all other  circumstances  bearing upon the risk of
nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks that the Guarantor assumes and incurs  hereunder,  and agrees that none of
the  Administrative  Agent or the other  Secured  Parties  will have any duty to
advise the Guarantor of  information  known to it or any of them  regarding such
circumstances or risks.

         SECTION 9.  Subordination  by  Guarantor.  In  addition to the terms of
subordination provided for under Section 5, the Guarantor hereby subordinates in
right of payment all  indebtedness  of the Other  Credit  Parties or the Sponsor
owing to it, whether originally contracted with the Guarantor or acquired by the
Guarantor by  assignment,  transfer or otherwise,  whether now owed or hereafter
arising, whether for principal,  interest, fees, expenses or otherwise, together
with all renewals, extensions, increases or rearrangements thereof, to the prior
indefeasible payment in full in cash of the Guaranteed Obligations,  whether now
owed or hereafter arising,  whether for principal,  interest (including interest
accruing  during the pendency of any  bankruptcy,  insolvency,  receivership  or
other similar  proceeding,  regardless  of whether  allowed or allowable in such
proceeding),   fees,   expenses  or  otherwise,   together  with  all  renewals,
extensions, increases or rearrangements thereof.

         SECTION 10. Notices. Except as otherwise expressly provided herein, all
notices  and  other  communications  shall  have  been  duly  given and shall be
effective  (a) when  delivered,  (b) when  transmitted  via  telecopy  (or other
facsimile  device)  to the  number  set  forth  in  Section  10.1 of the  Credit
Agreement,  (c) on the Business Day following the day on which the same has been
delivered prepaid to a reputable  national  overnight air courier service or (d)
on the  third  Business  Day  following  the day on  which  the  same is sent by
certified or registered mail,  postage  prepaid,  in each case to the respective
parties at the address set forth in Section  10.1 of the Credit  Agreement or at
such  other  address as such  party may  specify by written  notice to the other
parties hereto.

         SECTION 11. Benefit of Agreement.  This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective  successors and
assigns  of the  parties  hereto;  provided  that  the  Guarantor  shall  not be
permitted to assign or transfer any of its  interests  and  obligations  without
prior written  consent of all the Lenders (and any such purported  assignment or
transfer  without such consent shall be void);  provided further that the rights
of each Lender to transfer,  assign or grant participations in its rights and/or
obligations  hereunder  shall be limited as set forth in Section  10.3(b) of the
Credit Agreement. Upon the assignment by any Lender of all or any portion of its
rights and obligations under the Credit Agreement  (including all or any portion
of its  Commitments  and the Loans owing to it) to any other Person,  such other
Person shall  thereupon  become vested with all the benefits in respect  thereof
granted to such transferor or assignor herein or otherwise.

         SECTION 12. No Waiver; Remedies Cumulative.  No failure or delay on the
part of the  Administrative  Agent or any other Secured Party in exercising  any
right,  power or  privilege  hereunder  and no course  of  dealing  between  the
Administrative  Agent or any other Secured Party and the Guarantor shall operate
as a waiver  thereof;  nor shall any  single or partial  exercise  of any right,
power or privilege  hereunder  preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder or thereunder. The
rights and remedies of the  Administrative  Agent and the other Secured  Parties
hereunder are  cumulative  and not exclusive of any rights or remedies which the
Administrative  Agent or any other Secured Party would  otherwise have at law or
otherwise. No notice to or demand on the Guarantor in any case shall entitle the
Guarantor  to any  other  or  further  notice  or  demand  in  similar  or other
circumstances or constitute a waiver of the rights of the  Administrative  Agent
or the other Secured Parties to any other or further action in any circumstances
without notice or demand.

         SECTION 13.  Amendments,  Waivers and Consents.  Neither this Agreement
nor any of the terms  hereof may be  amended,  modified  or waived,  unless such
amendment,  modification  or  waiver  is in  writing  and  is  entered  into  in
accordance with Section 10.6 of the Credit Agreement.

         SECTION 14. Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of which  when so  executed  and  delivered  shall be an
original,  but all of which shall  constitute  one and the same  instrument.  It
shall not be necessary  in making proof of this  Agreement to produce or account
for more than one such  counterpart for each of the parties hereto.  Delivery by
facsimile  by any of the  parties  hereto  of an  executed  counterpart  of this
Agreement shall be as effective as an original executed  counterpart  hereof and
shall be deemed a representation  that an original executed  counterpart  hereof
will be delivered,  but the failure to deliver a manually  executed  counterpart
shall  not  affect  the  validity,  enforceability  or  binding  effect  of this
Agreement.

         SECTION 15. Headings.  Section headings used herein are for convenience
of  reference  only,  are not part of this  Agreement  and are not to affect the
construction  of,  or to be  taken  into  consideration  in  interpreting,  this
Agreement.

         SECTION 16.  Survival.  All  indemnities set forth herein shall survive
the  execution  and  delivery of this  Agreement,  the making of the Loans,  the
issuance of the Letters of Credit,  the repayment of the Loans,  LOC Obligations
and other  obligations  under  the  Credit  Documents,  the  termination  of the
Commitments,  and the termination of this  Agreement.  All  representations  and
warranties made by the Guarantor herein shall survive delivery of the Notes, the
making of the Loans under the Credit  Agreement  and the issuance of the Letters
of Credit under the Credit Agreement.

         SECTION  17.  Governing  Law,  Submission  of  Jurisdiction.  (a)  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH THE LAWS
OF THE STATE OF NEW YORK.  Any legal action or  proceeding  with respect to this
Agreement  may be  brought  in the  courts  of the State of New York in New York
County,  or of the United States for the Southern  District of New York, and, by
execution  and delivery of this  Agreement,  the  Guarantor  hereby  irrevocably
accepts   for   itself  and  in  respect   of  its   property,   generally   and
unconditionally,  the  nonexclusive  jurisdiction of such courts.  The Guarantor
further  irrevocably  consents  to  the  service  of  process  out of any of the
aforementioned  courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail,  postage prepaid,  to it at the address
set forth for  notices  pursuant  to Section 10 hereof,  such  service to become
effective  three (3) days after such  mailing.  Nothing  herein shall affect the
right of the  Administrative  Agent or any Lender to serve  process in any other
manner permitted by law or to commence legal proceedings or to otherwise proceed
against any Credit Party in any other jurisdiction.

         (b) The Guarantor hereby  irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid  actions or
proceedings  arising out of or in connection with this Agreement  brought in the
courts referred to in subsection (a) above and hereby further irrevocably waives
and  agrees  not to plead or claim in any such  court  that any such  action  or
proceeding brought in any such court has been brought in an inconvenient forum.

         (c) TO THE EXTENT  PERMITTED BY LAW, THE GUARANTOR  HEREBY  IRREVOCABLY
WAIVES  ALL RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY.

         SECTION  18.  Severability.  If any  provision  of  this  Agreement  is
determined to be illegal,  invalid or  unenforceable,  such  provision  shall be
fully  severable  and the  remaining  provisions  shall remain in full force and
effect and shall be construed  without giving effect to the illegal,  invalid or
unenforceable  provisions.  The parties  hereto  shall  endeavor  in  good-faith
negotiations to replace the invalid,  illegal or  unenforceable  provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

         SECTION 19. Entirety.  This Agreement,  the other Credit Documents and,
the Lender Hedging  Agreements,  if any,  represent the entire  agreement of the
parties  hereto and thereto  regarding the subject matter hereof and thereof and
supersede  all prior  agreements  and  understandings,  oral or written,  if any
(including any commitment  letters or  correspondence)  relating to such subject
matters. Nothing in this Agreement,  expressed or implied, is intended to confer
upon any party (other than the parties  hereto and thereto and the other Secured
Parties) any rights, remedies,  obligations or liabilities under or by reason of
this Agreement.

         SECTION 20.  Binding  Effect;  Termination.  (a) This  Agreement  shall
become  effective at such time on or after the Effective Date when it shall have
been executed by the Guarantor and the Administrative  Agent and thereafter this
Agreement  shall be binding upon and inure to the benefit of the Guarantor,  the
Administrative Agent and their respective permitted successors and assigns.

         (b) The term of this Agreement shall be until no Loans, LOC Obligations
or any  other  amounts  payable  hereunder  or  under  any of the  other  Credit
Documents shall remain  outstanding,  no Letters of Credit shall be outstanding,
all of the Credit Obligations have been irrevocably satisfied in full and all of
the Commitments shall have expired or been terminated.

         SECTION  21.  Conflict.  To the  extent  that  there is a  conflict  or
inconsistency  between any provision  hereof, on the one hand, and any provision
of the Credit Agreement, on the other hand, the Credit Agreement shall control.

         SECTION  22.  Right of  Set-Off.  Upon the  occurrence  and  during the
continuance of an Event of Default,  each Lender (and each of its Affiliates) is
authorized at any time and from time to time, to the fullest extent permitted by
law, without  presentment,  demand,  protest or other notice of any kind (all of
which rights being hereby expressly  waived),  to set-off and to appropriate and
apply any and all deposits (general or special,  time or demand,  provisional or
final)  and any  other  indebtedness  at any time  held or owing by such  Lender
(including branches,  agencies or Affiliates of such Lender wherever located) to
or for the  credit or the  account  of the  Guarantor  against  obligations  and
liabilities  of the  Guarantor  to such Lender (and its  Affiliates)  hereunder,
under the Notes, under the other Credit Documents or otherwise,  irrespective of
whether  such Lender (or  Affiliate)  shall have made any demand  hereunder  and
although  such  obligations,  liabilities  or  claims,  or any of  them,  may be
contingent  or  unmatured.  Any such  set-off  shall be deemed to have been made
immediately  upon the  occurrence of an Event of Default even though such charge
is made or entered on the books of such Lender subsequent  thereto.  Each Lender
agrees  promptly to notify the Guarantor  after any such set-off and application
made by such  Lender (or any of its  Affiliates);  provided,  however,  that the
failure to give such notice  shall not affect the  validity of such  set-off and
application.  Any Person  purchasing a  Participation  Interest in the Loans and
Commitments  pursuant to the applicable  provisions of the Credit  Agreement may
exercise  all rights of setoff  with  respect to its  Participation  Interest as
fully as if such  Person  were a  Lender.  The  rights of each  Lender  (and its
Affiliates)  under this Section 22 are in addition to (and not in limitation of)
any other rights and  remedies  (including  other  rights of set-off)  that such
Lender may have under applicable law or otherwise.

                           [Signature Page to Follow]


<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this  Agreement to be duly  executed and delivered as of the date first above
written.

GUARANTOR:                            INDUSTRIAL SERVICES GROUP, INC.,
                                      a Delaware corporation

                                      By:____________________________
                                      Name:__________________________
                                      Title:_________________________

ADMINISTRATIVE AGENT:                 BANK OF AMERICA, N.A.,
                                      in its capacity as Administrative Agent


                                       By:____________________________
                                       Name:__________________________
                                       Title:_________________________



--------------------------------------------------------------------------------
                                                                     EXHIBIT H-2






                              AMENDED AND RESTATED

                        SUBSIDIARIES GUARANTEE AGREEMENT

                            Dated as of May 26, 2000

                                      among

                           THE GUARANTORS NAMED HEREIN

                                       and

                             BANK OF AMERICA, N.A.,

                             as Administrative Agent

--------------------------------------------------------------------------------
         AMENDED AND RESTATED  SUBSIDIARIES  GUARANTEE AGREEMENT dated as of May
26, 2000 among the Domestic Subsidiaries of the Borrower listed on the signature
pages  hereof and such other  Domestic  Subsidiaries  of the  Borrower  as shall
become  parties  hereto in  accordance  with  Section 10 hereof (such listed and
other  Subsidiaries  being referred to herein  individually as a "Guarantor" and
collectively as the "Guarantors") and Bank of America,  N.A.  (formerly known as
NationsBank,   N.A.),   as   Administrative   Agent  (in  such   capacity,   the
"Administrative  Agent")  for the Lenders  (as  defined  herein) the  "Guarantee
Agreement").

         Reference is made to the Amended and Restated Credit Agreement dated as
of May 26, 2000 (as amended,  modified,  restated or  supplemented  from time to
time, the "Credit  Agreement"),  among ISG Resources,  Inc., a Utah  corporation
(successor  to JTM  Industries,  Inc., a Texas  corporation)  (the  "Borrower"),
Industrial  Services  Group,  Inc.,  a  Delaware   corporation,   the  financial
institutions party thereto as lenders (the "Lenders"), Bank of America, N.A., as
Administrative Agent and Issuing Lender, and Canadian Imperial Bank of Commerce,
as Documentation Agent.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement. As used
herein,  "Other Credit Parties" shall mean,  with respect to any Guarantor,  any
and all the Credit Parties other than such Guarantor.

         The Lenders have agreed to extend  credit to the Borrower  pursuant to,
and upon the terms and  subject  to the  conditions  set  forth in,  the  Credit
Agreement.  The  obligations  of the Lenders to extend  credit  under the Credit
Agreement are conditioned on, among other things,  the execution and delivery by
the Guarantors of a Guarantee Agreement in the form hereof. As Subsidiaries, the
Guarantors  acknowledge  that they will  derive  substantial  benefits  from the
extension of credit to the Borrower under the Credit Agreement. As consideration
therefor and in order to induce the Lenders to make Loans,  the  Guarantors  are
willing to execute and deliver this Agreement.

         Accordingly,  the  Guarantors,  intending to be legally  bound,  hereby
agree with the  Administrative  Agent,  for the  ratable  benefit of the Secured
Parties, as follows:

         Guarantee. Each Guarantor unconditionally guarantees,  jointly with the
other Guarantors and severally, as a primary obligor and not merely as a surety,
(a) the due and punctual  payment of (i) the  principal of and premium,  if any,
and interest (including interest accruing during the pendency of any bankruptcy,
insolvency,  receivership  or other  similar  proceeding,  regardless of whether
allowed or allowable in such proceeding) on the Loans,  when and as due, whether
at  maturity,  by  acceleration,  upon one or more dates set for  prepayment  or
otherwise,  (ii) each  payment  required  to be made by the  Borrower  under the
Credit Agreement in respect of any Letter of Credit,  when and as due, including
payments in respect of  reimbursement  of  disbursements,  interest  thereon and
obligations to provide cash collateral and (iii) all other monetary obligations,
including indemnities and fees, costs and expenses, whether primary,  secondary,
direct, contingent,  fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding,  regardless of whether allowed or allowable in such proceeding),  of
the Other Credit Parties to the Secured  Parties under the Credit  Agreement and
the  other  Credit  Documents,  (b)  the  due and  punctual  performance  of all
covenants,  agreements,  obligations and liabilities of the Other Credit Parties
under or pursuant to the Credit Agreement and the other Credit Documents and (c)
all  obligations  of  the  Borrower  or any of  its  Subsidiaries,  monetary  or
otherwise,  under each Lender  Hedging  Agreement  (all the  monetary  and other
obligations  referred  to  in  the  preceding  clauses  (a)  through  (c)  being
collectively called the "Guaranteed Obligations"). Each Guarantor further agrees
that the Guaranteed Obligations may be extended or renewed, in whole or in part,
without  notice to or further assent from it, and that it will remain bound upon
its  guarantee  notwithstanding  any  extension  or  renewal  of any  Guaranteed
Obligation.

         Anything  contained in this Agreement to the contrary  notwithstanding,
the  obligations  of each  Guarantor  hereunder  shall be  limited  to a maximum
aggregate  amount  equal to the  greatest  amount  that  would not  render  such
Guarantor's  obligations hereunder subject to avoidance as a fraudulent transfer
or  conveyance  under  Section 548 of Title 11 of the United  States Code or any
provisions of  applicable  state law  (collectively,  the  "Fraudulent  Transfer
Laws"),  in each case  after  giving  effect to all  other  liabilities  of such
Guarantor,  contingent  or  otherwise,  that are relevant  under the  Fraudulent
Transfer  Laws  (specifically  excluding,   however,  any  liabilities  of  such
Guarantor (a) in respect of intercompany  indebtedness to the Borrower or any of
its Affiliates to the extent that such  indebtedness  (i) would be discharged or
would be subject to a right of set-off in an amount  equal to the amount paid by
such Guarantor hereunder or (ii) has been pledged to, and is enforceable by, the
Administrative  Agent  on  behalf  of the  Secured  Parties  and (b)  under  any
Guarantee of  Indebtedness  subordinated  in right of payment to the  Guaranteed
Obligations which Guarantee contains a limitation as to a maximum amount similar
to that set forth in this  paragraph,  pursuant to which the  liability  of such
Guarantor  hereunder  is  included  in the  liabilities  taken  into  account in
determining  such  maximum  amount)  and after  giving  effect as assets of such
Guarantor to the value (as  determined  under the  applicable  provisions of the
Fraudulent   Transfer  Laws)  of  any  rights  to   subrogation,   contribution,
reimbursement,  indemnity or similar  rights of such  Guarantor  pursuant to (A)
applicable law or (B) any agreement providing for an equitable  allocation among
such Guarantor and other Affiliates of the Borrower of obligations arising under
Guarantees  by  such  parties   (including   the  Indemnity,   Subrogation   and
Contribution  Agreement).  In the event that any Guarantor's liability hereunder
is limited  pursuant to this  paragraph to an amount that is less than the total
amount of the Guaranteed Obligations,  then it is understood and agreed that the
portion  of the  Guaranteed  Obligations  for  which  such  Guarantor  is liable
hereunder shall be the last portion of the Guaranteed Obligations to be repaid.

         Guarantee   Absolute(a)  .  (a)  Each  Guarantor  guarantees  that  the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Credit Documents, regardless of any law, regulation or order now or hereafter in
effect in any  jurisdiction  affecting  any of such  terms or the  rights of the
Secured Parties with respect  thereto.  The obligations of the Guarantors  under
this Agreement are  independent of the  Guaranteed  Obligations,  and a separate
action or actions  may be brought  and  prosecuted  against  each  Guarantor  to
enforce this  Agreement,  irrespective  of whether any action is brought against
the Borrower, any Other Credit Party or the Sponsor or whether the Borrower, any
Other Credit Party or the Sponsor is joined in any such action or actions.  This
Agreement is an absolute and unconditional guaranty of payment when due, and not
of collection, by each Guarantor, jointly and severally with any other Guarantor
of the Guaranteed  Obligations in each and every particular.  The obligations of
each Guarantor  hereunder are several from those of the Other Credit Parties and
the Sponsor and are primary  obligations  concerning which each Guarantor is the
principal obligor.

         (b) This Agreement shall continue to be effective or be reinstated,  as
the case may be, if at any time any payment of any of the Guaranteed Obligations
is rescinded or must  otherwise be returned by the  Administrative  Agent or any
other Secured Party upon the  insolvency,  bankruptcy or  reorganization  of any
Other Credit Party or the Sponsor or  otherwise,  all as though such payment had
not been made.

         (c) The obligations of each Guarantor hereunder shall not be subject to
any reduction,  limitation,  impairment or termination for any reason, including
the existence of any claim,  set-off or other right which any Guarantor may have
at any time against any Other Credit  Party,  the  Sponsor,  the  Administrative
Agent or other Secured Party or any other Person, whether in connection herewith
or any unrelated transactions. Without limiting the generality of the foregoing,
each  Guarantor's  liability shall extend to all amounts that constitute part of
the  Guaranteed  Obligations  and would be owed by any Other Credit Party or the
Sponsor to any Secured  Party under the Credit  Documents  but for the fact that
they are  unenforceable  or not  allowable due to the existence of a bankruptcy,
reorganization or similar  proceeding  involving the Borrower,  any Other Credit
Party or the Sponsor.

         Waivers. Each Guarantor hereby waives presentment to, demand of payment
from and  protest  to the Other  Credit  Parties  or the  Sponsor  of any of the
Guaranteed  Obligations,  and  also  waives  promptness,  diligence,  notice  of
acceptance  of its  guarantee,  any  other  notice  with  respect  to any of the
Guaranteed   Obligations  and  this  Agreement  and  any  requirement  that  the
Administrative  Agent or any other Secured  Party  protect,  secure,  perfect or
insure any Lien or any property subject thereto.  Each Guarantor  further waives
any right to require that resort be had by the Administrative Agent or any other
Secured Party to any security held for payment of the Guaranteed  Obligations or
to  any  balance  of  any  deposit,  account  or  credit  on  the  books  of the
Administrative  Agent or any other Secured Party in favor of any Credit Party or
any other  Person.  Each  Guarantor  hereby  consents  and agrees to each of the
following  to the  fullest  extent  permitted  by  law,  and  agrees  that  such
Guarantor's obligations under this Agreement shall not be released,  diminished,
impaired,  reduced or adversely affected by any of the following, and waives any
rights (including rights to notice) which such Guarantor might otherwise have as
a result of or in connection with any of the following:

                  (a) any renewal, extension, modification,  increase, decrease,
         alteration  or  rearrangement  of  all or any  part  of the  Guaranteed
         Obligations or any instrument executed in connection therewith,  or any
         contract or  understanding  with any Credit Party,  the  Administrative
         Agent, the  Documentation  Agent, the other Secured Parties,  or any of
         them, or any other Person, pertaining to the Guaranteed Obligations;

                  (b) any adjustment, indulgence, forbearance or compromise that
         might  be  granted   or  given  by  the   Administrative   Agent,   the
         Documentation  Agent or any other  Secured Party to any Credit Party or
         any other Person liable on the Guaranteed  Obligations;  or the failure
         of the  Administrative  Agent,  the  Documentation  Agent or any  other
         Secured Party to assert any claim or demand or to exercise any right or
         remedy  against  any Credit  Party under the  provisions  of any Credit
         Document  or  otherwise;  or  any  rescission,   waiver,  amendment  or
         modification of, or any release from any of the terms or provisions of,
         any Credit Document or any other  agreement,  including with respect to
         any Other  Credit Party under this  Agreement  or the Parent  Guarantee
         Agreement;

                  (c)  the  insolvency,  bankruptcy,  arrangement,   adjustment,
         composition,  liquidation,  disability, dissolution or lack of power of
         any Credit  Party,  the Sponsor or any other  Person at any time liable
         for the payment of all or part of the  Guaranteed  Obligations;  or any
         dissolution  of any  Credit  Party  or  the  Sponsor,  or  any  change,
         restructuring or termination of the corporate structure or existence of
         any Credit Party or the Sponsor,  or any sale, lease or transfer of any
         or all of the assets of any Credit Party or the Sponsor,  or any change
         in the shareholders,  partners,  or members of any Credit Party; or any
         default,  failure or delay, willful or otherwise, in the performance of
         the Guaranteed Obligations;

                  (d) the invalidity,  illegality or  unenforceability of all or
         any part of the  Guaranteed  Obligations,  or any document or agreement
         executed in connection with the Guaranteed Obligations,  for any reason
         whatsoever,  including the fact that the Guaranteed Obligations, or any
         part thereof,  exceed the amount  permitted by law, the act of creating
         the  Guaranteed  Obligations  or any part thereof is ultra  vires,  the
         officers  or  representatives  executing  the  documents  or  otherwise
         creating the Guaranteed Obligations acted in excess of their authority,
         the Guaranteed  Obligations  violate  applicable  usury laws, any Other
         Credit  Party or the  Sponsor  has valid  defenses,  claims or  offsets
         (whether at law, in equity or by agreement) which render the Guaranteed
         Obligations  wholly or partially  uncollectible  from such Other Credit
         Party or the Sponsor,  the  creation,  performance  or repayment of the
         Guaranteed  Obligations (or the execution,  delivery and performance of
         any  document  or  instrument   representing  part  of  the  Guaranteed
         Obligations or executed in connection  with the Guaranteed  Obligations
         or given to secure the  repayment  of the  Guaranteed  Obligations)  is
         illegal,  uncollectible,  legally  impossible or unenforceable,  or the
         documents or instruments  pertaining to the Guaranteed Obligations have
         been forged or otherwise are irregular or not genuine or authentic;

                  (e) any full or partial  release of the liability of any Other
         Credit  Party,  the  Sponsor or of any other  Person  now or  hereafter
         liable, whether directly or indirectly,  jointly, severally, or jointly
         and severally, to pay, perform,  guarantee or assure the payment of the
         Guaranteed  Obligations  or any  part  thereof,  it  being  recognized,
         acknowledged  and agreed by each  Guarantor  that such Guarantor may be
         required to pay the Guaranteed  Obligations in full without  assistance
         or support of any other Person, and such Guarantor has not been induced
         to enter into this Agreement on the basis of a  contemplation,  belief,
         understanding  or agreement that any party other than the Borrower will
         be liable to perform the  Guaranteed  Obligations,  or that the Secured
         Parties  will  look  to any  other  party  to  perform  the  Guaranteed
         Obligations;

                  (f) the taking or accepting of any other security,  collateral
         or guarantee, or other assurance of payment, for all or any part of the
         Guaranteed Obligations;

                  (g)   any   release,   surrender,   exchange,   subordination,
         deterioration, waste, loss or impairment (including negligent, willful,
         unreasonable  or  unjustifiable  impairment)  of any  Letter of Credit,
         collateral,  property or security,  at any time  existing in connection
         with,  or  assuring  or  securing  payment  of,  all or any part of the
         Guaranteed Obligations;

                  (h) the failure of the Administrative Agent, the Documentation
         Agent,  any  other  Secured  Party  or any  other  Person  to  exercise
         diligence  or  reasonable   care  in  the   preservation,   protection,
         enforcement,  sale or other handling or treatment of all or any part of
         such collateral, property or security;

                  (i) the fact that any collateral,  security, security interest
         or lien  contemplated  or intended  to be given,  created or granted as
         security for the repayment of the Guaranteed  Obligations  shall not be
         properly  perfected or created,  or shall prove to be  unenforceable or
         subordinate to any other security interest or lien, it being recognized
         and agreed by each  Guarantor  that such Guarantor is not entering into
         this Agreement in reliance on, or in  contemplation of the benefits of,
         the  validity,  enforceability,  collectibility  or value of any of the
         Collateral;

                  (j) any  payment by any Other  Credit  Party or the Sponsor to
         the  Administrative  Agent or any other  Secured  Party  being  held to
         constitute a preference under Title 11 of the United States Code or any
         similar  Federal  or state law,  or for any  reason the  Administrative
         Agent,  the  Documentation  Agent  or any  other  Secured  Party  being
         required to refund such  payment or pay such amount to any Other Credit
         Party, the Sponsor or someone else;

                  (k) any other action taken or omitted to be taken with respect
         to the Guaranteed Obligations, or the security and collateral therefor,
         whether or not such  action or omission  prejudices  any  Guarantor  or
         increases the likelihood that any Guarantor will be required to pay the
         Guaranteed  Obligations  pursuant  to the  terms  hereof,  it being the
         unambiguous  and  unequivocal  intention  of each  Guarantor  that such
         Guarantor  shall be obligated to pay the  Guaranteed  Obligations  when
         due,  notwithstanding  any occurrence,  circumstance,  event, action or
         omission  whatsoever,  whether or not contemplated,  and whether or not
         otherwise or  particularly  described  herein,  except for the full and
         final payment and satisfaction of the Guaranteed Obligations in cash;

                  (l) the  fact  that all or any of the  Guaranteed  Obligations
         cease to exist by  operation  of law,  including by way of a discharge,
         limitation or tolling thereof under applicable bankruptcy laws;

                  (m) the  existence of any claim,  set-off or other right which
         any Guarantor may have at any time against any Other Credit Party,  the
         Sponsor,  the Administrative  Agent, the Documentation Agent, any other
         Secured  Party or any other Person,  whether in connection  herewith or
         any unrelated transactions;  provided that nothing herein shall prevent
         the  assertion  of any  such  claim  by  separate  suit  or  compulsory
         counterclaim; or

                  (n) any other  circumstance that might in any manner or to any
         extent otherwise  constitute a defense  available to, vary the risk of,
         or operate as a  discharge  of,  such  Guarantor  as a matter of law or
         equity.

All waivers herein  contained shall be without  prejudice to the  Administrative
Agent at its option to proceed  against  any Credit  Party,  the  Sponsor or any
other Person, whether by separate action or by joinder.

         Security  for  Guarantee.   Each  of  the  Guarantors   authorizes  the
Administrative Agent, in accordance with the terms and subject to the conditions
set forth in the  Collateral  Documents,  (a) to take and hold  security for the
payment  of this  Agreement  and the  Guaranteed  Obligations  and to  exchange,
enforce,  waive and release any such  security,  (b) to apply such  security and
direct the order or manner of sale  thereof as the  Administrative  Agent in its
sole  discretion  may determine and (c) to release or substitute any one or more
endorsees,  other guarantors or other obligors. The Administrative Agent may, at
its election,  in accordance  with the terms and subject to the  conditions  set
forth in the Collateral  Documents,  foreclose on any security held by it by one
or more  judicial or  nonjudicial  sales,  or exercise any other right or remedy
available to it against any Credit Party, or any security,  without affecting or
impairing in any way the liability of any of the Guarantors hereunder, except to
the extent the Guaranteed  Obligations  have been  indefeasibly  paid in full in
cash.

         Agreement to Pay;  Subordination.  In  furtherance of the foregoing and
not in limitation of any other right that the Administrative  Agent or any other
Secured Party has at law or in equity  against any  Guarantor by virtue  hereof,
upon the failure of any Other Credit Party or the Sponsor to pay any  Guaranteed
Obligation  when and as the same  shall  become  due,  whether at  maturity,  by
acceleration,  after notice of prepayment or otherwise,  each  Guarantor  hereby
promises to and will forthwith  pay, or cause to be paid, to the  Administrative
Agent or such other Secured  Party as  designated  thereby in cash the amount of
such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to
the  Administrative  Agent or any Secured Party as provided above, all rights of
such Guarantor against any Other Credit Party or the Sponsor arising as a result
thereof by way of right of subrogation,  contribution,  reimbursement, indemnity
or otherwise shall in all respects be subordinate and junior in right of payment
to the  prior  indefeasible  payment  in full  of  cash  of all  the  Guaranteed
Obligations. If any amount shall erroneously be paid to any Guarantor on account
of such subrogation,  contribution,  reimbursement,  indemnity or similar right,
such amount  shall be held in trust for the  benefit of the Secured  Parties and
shall  forthwith  be turned over to the  Administrative  Agent in the exact form
received  by  such   Guarantor   (duly   endorsed  by  such   Guarantor  to  the
Administrative  Agent,  if required)  to be credited  against the payment of the
Guaranteed  Obligations,  whether  matured or unmatured,  in accordance with the
terms of the Credit Documents.

         Representations  and Warranties and  Covenants.  Each Guarantor  hereby
represents, warrants and covenants as follows:

                  (a) All representations and warranties contained in the Credit
         Agreement that relate to such Guarantor are true and correct.

                  (b) Such Guarantor agrees to comply with each of the covenants
         contained in the Credit  Agreement  that imposes or purports to impose,
         through  agreements  with the Borrower,  restrictions or obligations on
         such Guarantor.

                  (c) Such  Guarantor  acknowledges  that any default in the due
         observance or performance by such Guarantor of any covenant,  condition
         or agreement  contained herein may constitute an Event of Default under
         Section 8.1 of the Credit Agreement.

                  (d) There are no conditions  precedent to the effectiveness of
         this Agreement that have not been satisfied or waived.

                  (e) Such Guarantor  has,  independently  and without  reliance
         upon the  Administrative  Agent or any other Secured Party and based on
         such documents and information as it has deemed  appropriate,  made its
         own credit  analysis  and decision to enter into this  Agreement.  Such
         Guarantor has investigated fully the benefits and advantages which will
         be derived by it from  execution  of this  Agreement,  and the Board of
         Directors  of such  Guarantor  has decided that a direct or an indirect
         benefit  will accrue to such  Guarantor  by reason of the  execution of
         this Agreement.

                  (f) (i) This  Agreement  is not given  with  actual  intent to
         hinder,  delay or defraud any Person to which such Guarantor is or will
         become, on or after the date hereof,  indebted; (ii) such Guarantor has
         received at least a  reasonably  equivalent  value in exchange  for the
         giving of this Agreement;  (iii) such Guarantor is not insolvent on the
         date hereof and will not become  insolvent as a result of the giving of
         this  Agreement;  (iv) such  Guarantor  is not engaged in a business or
         transaction,  nor is about to engage in a business or transaction,  for
         which  any  assets  owned by such  Guarantor  (after  engaging  in such
         business or  transaction)  constitute an  unreasonably  small amount of
         capital;  and (v) such  Guarantor  does not intend to incur  debts that
         will be beyond such Guarantor's ability to pay as such debts mature.

         Continuing  Guarantee;  Release(a) . (a) This Agreement is a continuing
guarantee  and shall  survive  and  remain in full  force and  effect  until the
Guaranteed  Obligations  and all other amounts payable under this Agreement have
been  indefeasibly  paid in full in cash, the Commitments  have been terminated,
all Letters of Credit have been cancelled or have expired,  all LOC  Obligations
have been  reimbursed in full, and shall be reinstated to the extent provided in
Section 2(b).

         (b) A Guarantor  shall be released from its guarantee  hereunder in the
event that all the Capital Stock of such Guarantor shall be sold, transferred or
otherwise  disposed of by the Borrower or any of its Subsidiaries that shall own
such stock to a Person that is not a Credit  Party or an Affiliate of any Credit
Party;  provided  that such sale,  transfer or  disposition  shall be  permitted
pursuant  to  the  Credit  Agreement  and  the  other  Credit  Documents  or any
amendment,  modification  or waiver thereof granted in accordance with the terms
thereof.

         Information.  Each of the  Guarantors  assumes all  responsibility  for
being and keeping itself  informed of the financial  condition and assets of the
Other Credit Parties,  and of all other  circumstances  bearing upon the risk of
nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks that such Guarantor assumes and incurs hereunder,  and agrees that none of
the  Administrative  Agent or the other  Secured  Parties  will have any duty to
advise any of the Guarantors of information known to it or any of them regarding
such circumstances or risks.

         Subordination by Guarantors.  In addition to the terms of subordination
provided for under Section 5, each  Guarantor  hereby  subordinates  in right of
payment all indebtedness of the Other Credit Parties or the Sponsor owing to it,
whether originally  contracted with such Guarantor or acquired by such Guarantor
by  assignment,  transfer or otherwise,  whether now owed or hereafter  arising,
whether for principal,  interest, fees, expenses or otherwise, together with all
renewals,  extensions,   increases  or  rearrangements  thereof,  to  the  prior
indefeasible payment in full in cash of the Guaranteed Obligations,  whether now
owed or hereafter arising,  whether for principal,  interest (including interest
accruing  during the pendency of any  bankruptcy,  insolvency,  receivership  or
other similar  proceeding,  regardless  of whether  allowed or allowable in such
proceeding),   fees,   expenses  or  otherwise,   together  with  all  renewals,
extensions, increases or rearrangements thereof.

         Joinder  Agreement.  Upon execution and delivery by the  Administrative
Agent and a  Domestic  Subsidiary  of any  Credit  Party of a Joinder  Agreement
substantially  in the form of Exhibit E to the Credit  Agreement,  such Domestic
Subsidiary shall become a Guarantor  hereunder with the same force and effect as
if  originally  named as a Guarantor  herein.  The execution and delivery of any
such instrument shall not require the consent of any other Guarantor  hereunder.
The rights and  obligations  of each  Guarantor  hereunder  shall remain in full
force and effect notwithstanding the addition of any new Guarantor as a party to
this Agreement.

         Notices. Except as otherwise expressly provided herein, all notices and
other  communications shall have been duly given and shall be effective (a) when
delivered,  (b) when transmitted via telecopy (or other facsimile device) to the
number set forth below,  (c) on the Business Day  following the day on which the
same has been delivered  prepaid to a reputable  national  overnight air courier
service or (d) on the third  Business Day following the day on which the same is
sent by certified  or  registered  mail,  postage  prepaid,  in each case to the
respective parties at the address, in the case of the Administrative  Agent, set
forth  in  Section  10.1  of the  Credit  Agreement,  and,  in the  case  of any
Guarantor, on the signature pages hereof, or at such other address as such party
may specify by written notice to the other parties hereto.

         Benefit of Agreement. This Agreement shall be binding upon and inure to
the benefit of and be enforceable  by the  respective  successors and assigns of
the parties hereto;  provided that none of the Guarantors may assign or transfer
any of its  interests  and  obligations  without  prior  written  consent of the
requisite  Lenders in accordance with Section 10.6 of the Credit  Agreement (and
any such purported  assignment or transfer  without such consent shall be void);
provided  further  that the rights of each Lender to  transfer,  assign or grant
participations  in its rights and/or  obligations  hereunder shall be limited as
set forth in Section 10.3(b) of the Credit Agreement. Upon the assignment by any
Lender of all or any  portion  of its rights  and  obligations  under the Credit
Agreement  (including all or any portion of its  Commitments and the Loans owing
to it) to any other Person, such other Person shall thereupon become vested with
all the  benefits  in respect  thereof  granted to such  transferor  or assignor
herein or otherwise.

         No Waiver; Remedies Cumulative.  No failure or delay on the part of the
Administrative  Agent or any other Secured Party in exercising any right,  power
or privilege hereunder and no course of dealing between the Administrative Agent
or any other Secured Party and any of the  Guarantors  shall operate as a waiver
thereof;  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise  of any other  right,  power or  privilege  hereunder.  The  rights and
remedies of the Administrative Agent and the other Secured Parties hereunder are
cumulative and not exclusive of any rights or remedies which the  Administrative
Agent or any other Secured Party would  otherwise  have at law or otherwise.  No
notice to or demand on any  Guarantor in any case shall entitle any Guarantor to
any other or  further  notice or demand in  similar  or other  circumstances  or
constitute  a waiver  of the  rights  of the  Administrative  Agent or the other
Secured  Parties to any other or  further  action in any  circumstances  without
notice or demand.

         Amendments, Waivers and Consents. Neither this Agreement nor any of the
terms  hereof  may be  amended,  modified  or  waived,  unless  such  amendment,
modification  or waiver is in writing  and is entered  into in  accordance  with
Section 10.6 of the Credit Agreement; provided, however, that this Agreement may
be amended,  modified  or waived with  respect to any  Guarantor,  including  by
releasing any Guarantor  hereunder,  without the approval of any other Guarantor
and without affecting the obligations of any other Guarantor hereunder.

         Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same  instrument.  It shall not be
necessary in making proof of this  Agreement to produce or account for more than
one such  counterpart for each of the parties  hereto.  Delivery by facsimile by
any of the parties hereto of an executed  counterpart of this Agreement shall be
as effective as an original  executed  counterpart  hereof and shall be deemed a
representation  that an original executed  counterpart hereof will be delivered,
but the failure to deliver a manually executed  counterpart shall not affect the
validity, enforceability or binding effect of this Agreement.

         Headings. Section headings used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the  construction of,
or to be taken into consideration in interpreting, this Agreement.

         Survival.  All indemnities set forth herein shall survive the execution
and  delivery of this  Agreement,  the making of the Loans,  the issuance of the
Letters  of  Credit,  the  repayment  of the Loans,  LOC  Obligations  and other
obligations under the Credit Documents, the termination of the Commitments,  and
the termination of this Agreement.  All  representations  and warranties made by
the  Guarantors  herein shall survive  delivery of the Notes,  the making of the
Loans under the Credit Agreement and the issuance of the Letters of Credit under
the Credit Agreement.

         Governing  Law;  Submission  to  Jurisdiction;   Venue(a)  .  (a)  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH THE LAWS
OF THE STATE OF NEW YORK.  Any legal action or  proceeding  with respect to this
Agreement  may be  brought  in the  courts  of the State of New York in New York
County,  or of the United States for the Southern  District of New York, and, by
execution  and  delivery  of  this  Agreement,  each  of the  Guarantors  hereby
irrevocably  accepts for itself and in respect of its  property,  generally  and
unconditionally,  the  nonexclusive  jurisdiction  of such  courts.  Each of the
Guarantors further irrevocably  consents to the service of process out of any of
the  aforementioned  courts in any such action or  proceeding  by the mailing of
copies thereof by registered or certified mail,  postage  prepaid,  to it at the
address set forth for notices  pursuant  to Section 11 hereof,  such  service to
become effective three (3) days after such mailing.  Nothing herein shall affect
the right of the  Administrative  Agent or any  Lender to serve  process  in any
other manner  permitted by law or to commence legal  proceedings or to otherwise
proceed against any Credit Party in any other jurisdiction.

         (b) Each of the  Guarantors  hereby  irrevocably  waives any  objection
which  it may  now or  hereafter  have  to the  laying  of  venue  of any of the
aforesaid  actions or  proceedings  arising  out of or in  connection  with this
Agreement  brought in the courts  referred to in subsection (a) above and hereby
further  irrevocably  waives  and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum.

         (c) TO THE  EXTENT  PERMITTED  BY LAW,  EACH OF THE  GUARANTORS  HEREBY
IRREVOCABLY  WAIVES  ALL  RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR
COUNTERCLAIM  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS
CONTEMPLATED HEREBY.

         Severability.  If any  provision of this  Agreement is determined to be
illegal, invalid or unenforceable with respect to any Guarantor,  such provision
shall be fully severable as to such Guarantor and the remaining  provisions (and
such provision as to all other Guarantors) shall remain in full force and effect
and  shall be  construed  without  giving  effect  to the  illegal,  invalid  or
unenforceable provisions as to such Guarantor. The parties hereto shall endeavor
in  good-faith  negotiations  to replace the invalid,  illegal or  unenforceable
provisions with valid  provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

         Entirety.  This  Agreement,  the other Credit  Documents and the Lender
Hedging Agreements, if any, represent the entire agreement of the parties hereto
and thereto  regarding  the subject  matter hereof and thereof and supersede all
prior  agreements  and  understandings,  oral or written,  if any (including any
commitment letters or correspondence)  relating to such subject matters. Nothing
in this  Agreement,  expressed or implied,  is intended to confer upon any party
(other than the parties  hereto and thereto and the other  Secured  Parties) any
rights,  remedies,  obligations  or  liabilities  under  or by  reason  of  this
Agreement.

         Binding  Effect;  Termination(a)  . (a)  This  Agreement  shall  become
effective  at such time on or after the  Effective  Date when it shall have been
executed by any  Guarantor  and the  Administrative  Agent and  thereafter  this
Agreement shall be binding upon and inure to the benefit of the Guarantors,  the
Administrative Agent and their respective permitted successors and assigns.

         (b) The term of this Agreement shall be until no Loans, LOC Obligations
or any  other  amounts  payable  hereunder  or  under  any of the  other  Credit
Documents shall remain  outstanding,  no Letters of Credit shall be outstanding,
all of the Credit Obligations have been irrevocably satisfied in full and all of
the Commitments shall have expired or been terminated.

         Conflict.  To the  extent  that there is a  conflict  or  inconsistency
between any provision  hereof,  on the one hand, and any provision of the Credit
Agreement, on the other hand, the Credit Agreement shall control.

         Right of Set-Off.  Upon the occurrence and during the continuance of an
Event of Default,  each Lender (and each of its Affiliates) is authorized at any
time and from time to time,  to the fullest  extent  permitted  by law,  without
presentment,  demand,  protest or other  notice of any kind (all of which rights
being hereby expressly waived),  to set-off and to appropriate and apply any and
all deposits (general or special, time or demand,  provisional or final) and any
other indebtedness at any time held or owing by such Lender (including branches,
agencies or Affiliates of such Lender wherever  located) to or for the credit or
the  account  of any  Guarantor  against  obligations  and  liabilities  of such
Guarantor to such Lender (and its Affiliates) hereunder,  under the Notes, under
the other Credit Documents or otherwise, irrespective of whether such Lender (or
Affiliate) shall have made any demand  hereunder and although such  obligations,
liabilities or claims, or any of them, may be contingent or unmatured.  Any such
set-off shall be deemed to have been made  immediately upon the occurrence of an
Event of Default even though such charge is made or entered on the books of such
Lender subsequent thereto.  Each Lender agrees promptly to notify the applicable
Guarantor after any such set-off and application  made by such Lender (or any of
its Affiliates);  provided,  however, that the failure to give such notice shall
not affect the validity of such set-off and application. Any Person purchasing a
Participation  Interest in the Loans and Commitments  pursuant to the applicable
provisions  of the Credit  Agreement  may  exercise  all  rights of setoff  with
respect to its Participation  Interest as fully as if such Person were a Lender.
The rights of each  Lender  (and its  Affiliates)  under this  Section 23 are in
addition to (and not in limitation of) any other rights and remedies  (including
other  rights of  set-off)  that such  Lender may have under  applicable  law or
otherwise.

                           [Signature Page to Follow]


<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this  Agreement to be duly  executed and delivered as of the date first above
written.

GUARANTORS:                           BEST MASONRY & TOOL SUPPLY, INC.
                                      a Texas corporation

                                      By:_____________________________
                                      Name:___________________________
                                      Title:__________________________

                                       UNITED TERRAZZO SUPPLY CO., INC.
                                       a California corporation

                                       By:____________________________
                                       Name:__________________________
                                       Title:_________________________

                                       LEWIS W. OSBORNE, INC.
                                       a California corporation

                                       By:____________________________
                                       Name:__________________________
                                       Title:_________________________

                                       MAGNA WALL, INC.
                                       a Texas corporation

                                       By:____________________________
                                       Name:__________________________
                                       Title:_________________________

                                       DON'S BUILDING SUPPLY L.L.P.,
                                       a Texas limited liability partnership

                                       By:____________________________
                                       Name:__________________________
                                       Title:_________________________

                                       ISG MANUFACTURED PRODUCTS, INC.
                                       a Utah corporation

                                       By:____________________________
                                       Name:__________________________
                                       Title:_________________________

ADMINISTRATIVE AGENT:                  BANK OF AMERICA, N.A.,
                                       in its capacity as Administrative Agent

                                       By:____________________________
                                       Name:__________________________
                                       Title:_________________________


<PAGE>

                                                                     EXHIBIT H-3



                    AMENDED AND RESTATED GUARANTEE AGREEMENT

                            Dated as of May 26, 2000

                                     between

                             ISG CAPITAL CORPORATION

                                       and

                 BANK OF AMERICA, N.A., as Administrative Agent


<PAGE>







                                TABLE OF CONTENTS

Section                                                                     Page

SECTION 1.  Guarantee..........................................................1

SECTION 2.  Guarantee Absolute.................................................1

SECTION 3.  Waivers............................................................2

SECTION 4.  Waiver of Subrogation..............................................5

SECTION 5.  Representations, Warranties and Covenants..........................6

SECTION 6.  Amendments, Etc....................................................7

SECTION 7.  Notices, Etc.......................................................8

SECTION 8.  No Waiver; Remedies................................................8

SECTION 9.  Continuing Guarantee...............................................8

SECTION 10.  Assignments.......................................................8

SECTION 11.  Counterparts......................................................9

SECTION 12.  Savings Clause....................................................9

SECTION 13.  Subordination by Guarantor........................................9

SECTION 14.  Survival of Agreement.............................................9

SECTION 15.  Entire Agreement.................................................10

SECTION 16.  Headings.........................................................10

SECTION 17.  Governing Law....................................................10

SECTION 18. Submission of Jurisdiction........................................10



<PAGE>

         AMENDED AND  RESTATED  GUARANTEE  AGREEMENT  dated as of May 26,  2000,
between ISG CAPITAL CORPORATION, a Utah corporation (the "Guarantor"),  and BANK
OF AMERICA, N.A. (formerly known as NationsBank,  N.A.), as Administrative Agent
(the "Administrative Agent").

         Reference is made to the Amended and Restated Credit Agreement dated as
of May 26, 2000 (as amended,  modified,  restated,  or supplemented from time to
time,  the "Credit  Agreement"),  among ISG  Resources,  Inc.  (successor to JTM
Industries,  Inc.), a Texas  corporation (the "Borrower"),  Industrial  Services
Group, Inc., a Delaware corporation (the "Parent"),  the financial  institutions
party thereto as lenders (the "Lenders"),  Bank of America, N.A. (formerly known
as NationsBank,  N.A.), as Administrative Agent and Issuing Lender, and Canadian
Imperial Bank of Commerce,  as Documentation  Agent.  Unless otherwise expressly
noted herein,  terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement. As used herein, "Other Credit
Parties" shall mean,  with respect to any Guarantor,  any and all Credit Parties
other than such Guarantor.

         The Lenders have  respectively  agreed to extend credit to the Borrower
and the  Issuing  Bank has agreed to issue  Letters of Credit for the account of
the Borrower,  pursuant to and upon the terms and subject to the  conditions set
forth in the Credit Agreement.  As consideration therefor and in order to induce
the Lenders to make Loans and the Issuing Bank to issue  Letters of Credit,  the
Guarantor is willing to execute and deliver this Guarantee Agreement.

         Accordingly,  the Guarantor,  a direct,  wholly owned subsidiary of the
Parent,  intending to be legally  bound,  hereby agrees with the  Administrative
Agent, for the ratable benefit of the Secured Parties, as follows:

         SECTION 1.  Guarantee.  The Guarantor  unconditionally  guarantees as a
primary obligor and not merely as a surety,  the due and punctual payment by the
Borrower of the principal of and interest on (including  interest accruing after
the filing of a petition  initiating any proceeding referred to in paragraph (e)
of Section 8.1 of the Credit  Agreement) the Loans,  and all amounts drawn under
the Letters of Credit,  when and as due,  whether at maturity,  by acceleration,
upon  one or more  dates  set  for  prepayment  or  otherwise  (the  "Guaranteed
Obligations").  In addition,  the  Guarantor  agrees to pay any and all expenses
(including  reasonable counsel fees and expenses) incurred by the Administrative
Agent in enforcing any rights under this Guarantee Agreement.

         SECTION 2. Guarantee  Absolute.  (a) The Guarantor  guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Credit Documents, regardless of any law, regulation or order now or hereafter in
effect in any  jurisdiction  affecting  any of such  terms or the  rights of the
Secured  Parties with respect  thereto.  The  obligations of the Guarantor under
this Guarantee  Agreement are independent of the Guaranteed  Obligations,  and a
separate  action or actions may be brought and prosecuted  against the Guarantor
to enforce  this  Guarantee  Agreement,  irrespective  of whether  any action is
brought against the Borrower, any Other Credit Parties or the Sponsor or whether
the  Borrower,  any Other  Credit  Party,  or the  Sponsor is joined in any such
action or actions.  This  Guarantee  Agreement is an absolute and  unconditional
guaranty of payment  when due,  and not of  collection,  by the  Guarantor.  The
obligations  of the Guarantor  hereunder are several from those of the Borrower,
any Other  Credit  Party or the Sponsor and are primary  obligations  concerning
which the Guarantor is the principal  obligor.  The Secured Parties shall not be
required  to mitigate  damages or take any action to reduce,  collect or enforce
the Guaranteed Obligations.

         (b) This  Guarantee  Agreement  shall  continue to be  effective  or be
reinstated,  as the case may be, if at any time any  payment  of the  Guaranteed
Obligations  is  rescinded or must  otherwise be returned by the  Administrative
Agent  or  any  other   Secured  Party  upon  the   insolvency,   bankruptcy  or
reorganization  of  the  Borrower,  any  Other  Credit  Party,  the  Sponsor  or
otherwise, all as though such payment had not been made.

         (c) The obligations of the Guarantor  hereunder shall not be subject to
any reduction,  limitation,  impairment or termination for any reason, including
the existence of any claim,  set-off or other right which the Guarantor may have
at any time against the  Borrower,  any Other Credit  Party,  the Sponsor or the
Administrative Agent or any other person,  whether in connection herewith or any
unrelated  transactions;  provided,  that,  nothing  herein  shall  prevent  the
assertion of any such claim by separate suit or compulsory counterclaim. Without
limiting the generality of the foregoing, the Guarantor's liability shall extend
to all amounts that constitute  part of the Guaranteed  Obligations and would be
owed  by  the   Borrower,   any  Other  Credit  Party  or  the  Sponsor  to  the
Administrative  Agent or any other Secured Party under the Credit  Documents but
for the fact that they are  unenforceable  or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving the Borrower.

         SECTION 3. Waivers.  The Guarantor hereby waives presentment to, demand
of payment  from and  protest to the  Borrower,  any Other  Credit  Party or the
Sponsor  of any of the  Guaranteed  Obligations,  and  also  waives  promptness,
diligence,  notice of acceptance of its guarantee, any other notice with respect
to any of the  Guaranteed  Obligations  and  this  Guarantee  Agreement  and any
requirement  that the  Administrative  Agent or any other Secured Party protect,
secure,  perfect  or  insure  any  Lien or any  property  subject  thereto.  The
Guarantor  further  waives  any  right  to  require  that  resort  be had by the
Administrative Agent or any other Secured Party to any security held for payment
of the  Guaranteed  Obligations  or to any  balance of any  deposit,  account or
credit on the books of the  Administrative  Agent or any other  Secured Party in
favor of the Borrower,  any Other Credit Party, the Sponsor or any other Person.
The Guarantor hereby consents and agrees to each of the following to the fullest
extent permitted by law, and agrees that the Guarantor's  obligations under this
Guarantee  Agreement  shall not be released,  diminished,  impaired,  reduced or
adversely  affected by any of the  following,  and waives any rights  (including
rights to notice) which the Guarantor  might otherwise have as a result of or in
connection with any of the following:

                  (a)  any  extension,  modification,  decrease,  alteration  or
         rearrangement  of all or any part of the Guaranteed  Obligations or any
         instrument  executed  in  connection  therewith,  or  any  contract  or
         understanding  with the Borrower,  any Other Credit Party, the Sponsor,
         the  Administrative  Agent,  the other  Secured  Parties,  or any other
         person, pertaining to the Guaranteed Obligations;

                  (b) any adjustment, indulgence, forbearance or compromise that
         might be  granted  or given by the  Administrative  Agent or any  other
         Secured Party to the Borrower,  any Other Credit Party,  the Sponsor or
         any Person liable on the Guaranteed Obligations;  or the failure of the
         Administrative Agent, any other Secured Party or any Other Credit Party
         or the Sponsor to assert any claim or demand or to  exercise  any right
         or remedy  against the Borrower,  any Other Credit  Party,  the Sponsor
         under  the  provisions  of  any  Loan  Document  or  otherwise;  or any
         rescission,  waiver,  amendment or modification of, or any release from
         any of the terms or provisions of, any Credit  Document,  any guarantee
         or any other agreement;

                  (c)  the  insolvency,   bankruptcy  arrangement,   adjustment,
         composition,  liquidation,  disability, dissolution or lack of power of
         the Borrower,  any Other Credit Party,  the Sponsor or any other Person
         at any time  liable for the  payment  of all or part of the  Guaranteed
         Obligations; or any dissolution of the Borrower, any Other Credit Party
         or the  Sponsor or any  change,  restructuring  or  termination  of the
         existence of the  Borrower,  any Other Credit Party or the Sponsor,  or
         any  sale,  lease  or  transfer  of any or  all  of the  assets  of the
         Borrower,  any Other  Credit  Party,  the  Sponsor or any change in the
         partners  or members of the  Borrower,  any Other  Credit  Party or the
         Sponsor; or any default, failure or delay, willful or otherwise, in the
         performance of the Guaranteed Obligations;

                  (d) the invalidity,  illegality or  unenforceability of all or
         any part of the  Guaranteed  Obligations,  or any document or agreement
         executed in connection with the Guaranteed Obligations,  for any reason
         whatsoever,  including the fact that the Guaranteed Obligations, or any
         part thereof,  exceed the amount  permitted by law, the act of creating
         the  Guaranteed  Obligations  or any part thereof is ultra  vires,  the
         officers  or  representatives  executing  the  documents  or  otherwise
         creating the Guaranteed Obligations acted in excess of their authority,
         the Guaranteed Obligations violate applicable usury laws, the Borrower,
         any Other  Credit  Party or the Sponsor has valid  defenses,  claims or
         offsets  (whether at law, in equity or by  agreement)  which render the
         Guaranteed  Obligations  wholly  or  partially  uncollectible  from the
         Borrower,  any  Other  Credit  Party  or  the  Sponsor,  the  creation,
         performance  or  repayment  of  the  Guaranteed   Obligations  (or  the
         execution,  delivery  and  performance  of any  document or  instrument
         representing  part  of  the  Guaranteed   Obligations  or  executed  in
         connection  with the  Guaranteed  Obligations  or given to  secure  the
         repayment of the  Guaranteed  Obligations)  is illegal,  uncollectible,
         legally  impossible or  unenforceable,  or the documents or instruments
         pertaining to the Guaranteed  Obligations have been forged or otherwise
         are irregular or not genuine or authentic;

                  (e) any  full  or  partial  release  of the  liability  of the
         Borrower on the  Guaranteed  Obligations  or any part  thereof,  of any
         Other Credit Party, the Sponsor or of any other Person now or hereafter
         liable, whether directly or indirectly,  jointly, severally, or jointly
         and severally, to pay, perform,  guarantee or assure the payment of the
         Guaranteed  Obligations  or any  part  thereof,  it  being  recognized,
         acknowledged  and agreed by the  Guarantor  that the  Guarantor  may be
         required  to pay the  portions  of the  Guaranteed  Obligations  it has
         guaranteed hereunder in full without assistance or support of any other
         Person,  and the  Guarantor  has not been  induced  to enter  into this
         Guarantee   Agreement  on  the  basis  of  a   contemplation,   belief,
         understanding  or agreement  that other parties other than the Borrower
         will be liable to perform the  Guaranteed  Obligations,  or the Secured
         Parties  will  look  to  other   parties  to  perform  the   Guaranteed
         Obligations;

                  (f) the taking or accepting of any other security,  collateral
         or guaranty,  or other assurance of payment, for all or any part of the
         Guaranteed Obligations;

                  (g)   any   release,   surrender,   exchange,   subordination,
         deterioration, waste, loss or impairment (including negligent, willful,
         unreasonable  or  unjustifiable  impairment)  of any  Letter of Credit,
         collateral,  property or security,  at any time  existing in connection
         with,  or  assuring  or  securing  payment  of,  all or any part of the
         Guaranteed Obligations;

                  (h) the failure of the Administrative Agent, any other Secured
         Party or any other person to exercise  diligence or reasonable  care in
         the preservation,  protection,  enforcement,  sale or other handling or
         treatment of all or any part of such collateral, property or security;

                  (i) the fact that any collateral,  security, security interest
         or lien  contemplated  or intended  to be given,  created or granted as
         security for the repayment of the Guaranteed  Obligations  shall not be
         properly  perfected or created,  or shall prove to be  unenforceable or
         subordinate to any other security interest or lien, it being recognized
         and agreed by the  Guarantor  that the  Guarantor is not entering  into
         this  Guarantee  Agreement in reliance on, or in  contemplation  of the
         benefits of, the validity,  enforceability,  collectibility or value of
         any such collateral, security, security interest or lien;

                  (j) any payment by the Borrower, any Other Credit Party or the
         Sponsor to the  Administrative  Agent or any other  Secured Party being
         held to  constitute  a preference  under Title 11 of the United  States
         Code or any  similar  Federal  or  state  law,  or for any  reason  the
         Administrative  Agent or any other  Secured  Party  being  required  to
         refund  such  payment  or pay such  amount to the  Borrower,  any Other
         Credit Party or the Sponsor or someone else;

                  (k) any other action taken or omitted to be taken with respect
         to the Guaranteed Obligations, or the security and collateral therefor,
         whether or not such  action or omission  prejudices  the  Guarantor  or
         increases the likelihood that the Guarantor will be required to pay the
         portion  of the  Guaranteed  Obligations  it has  guaranteed  hereunder
         pursuant to the terms hereof,  it being the unambiguous and unequivocal
         intention of the Guarantor that the Guarantor shall be obligated to pay
         the portion of the Guaranteed  Obligations it has guaranteed  hereunder
         when due, notwithstanding any occurrence,  circumstance,  event, action
         or omission whatsoever, whether or not contemplated, and whether or not
         otherwise or  particularly  described  herein,  except for the full and
         final payment and satisfaction of the Guaranteed Obligations in cash;

                  (l) the  fact  that all or any of the  Guaranteed  Obligations
         cease to exist by  operation  of law,  including by way of a discharge,
         limitation or tolling thereof under applicable bankruptcy laws; or

                  (m)  any  other   circumstance   (including   any  statute  of
         limitations)  that  might  in any  manner  or to any  extent  otherwise
         constitute  a defense  available  to, vary the risk of, or operate as a
         discharge  of,  the  Borrower  or the  Guarantor  as a matter of law or
         equity.

All waivers herein  contained shall be without  prejudice to the  Administrative
Agent at its option to proceed  against the Borrower,  the Guarantor,  any Other
Credit Party, the Sponsor or any other Person,  whether by separate action or by
joinder.

         SECTION 4. Waiver of  Subrogation.  In furtherance of the foregoing and
not in limitation of any other right which the Administrative Agent or any other
Secured Party has at law or in equity  against the  Guarantor by virtue  hereof,
upon the failure of the Borrower to pay any  Guaranteed  Obligation  when and as
the same shall become due, whether at maturity, by acceleration, after notice of
prepayment or otherwise, the Guarantor hereby promises to and will, upon receipt
of written  demand by the  Administrative  Agent,  forthwith pay, or cause to be
paid, to the Administrative Agent, if and as appropriate,  in cash the amount of
such unpaid Guaranteed  Obligation that is guaranteed  hereunder.  The Guarantor
hereby  irrevocably  waives,  until after the  Guaranteed  Obligations  are paid
indefeasibly  in full,  any claim or other  rights that it may now or  hereafter
acquire  against the Borrower,  any Other Credit Party or the Sponsor that arise
from the existence,  payment,  performance  or  enforcement  of the  Guarantor's
obligations  under  this  Guarantee  Agreement  or any  other  Credit  Document,
including any right of subrogation, reimbursement,  exoneration, contribution or
indemnification  and any  right to  participate  in any  claim or  remedy of the
Administrative Agent or any other Secured Party against the Borrower,  any Other
Credit Party or the Sponsor or any collateral, whether or not such claim, remedy
or right arises in equity or under  contract,  statute or common law,  including
the right to take or receive  from the  Borrower,  any Other Credit Party or the
Sponsor,  directly or indirectly,  in cash or other property or by set-off or in
any other manner, payment or security on account of such claim, remedy or right.
If any amount  shall be paid to the  Guarantor  in  violation  of the  preceding
sentence at any time prior to the later of (a) the indefeasible  cash payment in
full of the  Guaranteed  Obligations  and all other  amounts  payable under this
Guarantee Agreement and (b) the termination of the Commitment, such amount shall
be held in trust  for the  benefit  of the  Administrative  Agent  and the other
Secured  Parties and shall forthwith be paid to the  Administrative  Agent to be
credited and applied to the Guaranteed Obligations and all other amounts payable
under this Guarantee Agreement, whether matured or unmatured, in accordance with
the  terms  of the  Credit  Documents,  or to be  held  as  collateral  for  any
Guaranteed  Obligations or other amounts payable under this Guarantee  Agreement
thereafter arising.  The Guarantor  acknowledges that it will receive direct and
indirect  benefits from the financing  arrangements  contemplated  by the Credit
Documents  and that the waiver set forth in this Section 4 is knowingly  made in
contemplation of such benefits.

         SECTION 5.  Representations,  Warranties and  Covenants.  The Guarantor
hereby represents, warrants and covenants as follows:

                  (a) The Guarantor (i) is a corporation duly organized, validly
         existing and good  standing  under the laws of the State of Utah,  (ii)
         has all  requisite  power and  authority to own its property and assets
         and to carry on its  business  as now  conducted  and as proposed to be
         conducted,  (iii) is  qualified  to do business  in every  jurisdiction
         where  qualification  is required  except  where the failure to qualify
         would  not  result  in a  Material  Adverse  Effect  and  (iv)  has the
         corporate  power and  authority  to  execute,  deliver  and perform its
         obligations hereunder.

                  (b) The execution,  delivery and  performance by the Guarantor
         of  this  Guarantee  Agreement  (i) has  been  duly  authorized  by all
         requisite  corporate  action,  and (ii)  will not (A)  violate  (1) any
         provision  of law,  statute,  rule or  regulation,  or the  articles of
         incorporation,  by-laws,  partnership  agreement or other  constitutive
         documents of the Guarantor, (2) any order of any Governmental Authority
         applicable to the  Guarantor,  or (3) any  provisions of any indenture,
         agreement or other  instrument  to which the Guarantor is a party or by
         which any of its  property  may be bound,  or (B) be in conflict  with,
         result in a breach of or  constitute  (alone or with notice or lapse of
         time  or  both)  a  default  or give  rise  to  increased,  additional,
         accelerated  or  guaranteed   rights  of  any  person  under  any  such
         indenture, agreement or other instrument.

                  (c) This  Guarantee  Agreement  has  been  duly  executed  and
         delivered by the Guarantor and constitutes the legal, valid and binding
         obligation  of the  Guarantor  enforceable  against  the  Guarantor  in
         accordance with its terms.

                  (d) No consent or approval of,  registration or filing with or
         any other action by (i) any Governmental Authority,  (ii) any creditor,
         partner,  member or  shareholder  of the  Guarantor  or (iii) any other
         person is or will be required in connection with the performance by the
         Guarantor of this Guarantee  Agreement except such as have been made or
         obtained and in full force and effect.

                  (e) In the event any (i) default  occurs in the due observance
         or performance by the Guarantor of any covenant, condition or agreement
         contained herein, or (ii) representation or warranty made herein or any
         representation,  warranty,  statement or  information  contained in any
         certificate or financial  statement  furnished  pursuant hereto,  shall
         prove to have been false or misleading in any material  respect when so
         made, deemed made or furnished, then the same shall constitute an Event
         of Default as provided in Section 8 of the Credit Agreement.

                  (f) There are no conditions  precedent to the effectiveness of
         this Guarantee Agreement that have not been satisfied or waived.

                  (g) The Guarantor has, independently and without reliance upon
         the  Administrative  Agent or any other Secured Party and based on such
         documents and  information as it has deemed  appropriate,  made its own
         credit  analysis and decision to enter into this  Guarantee  Agreement.
         The Guarantor has investigated  fully the benefits and advantages which
         will be derived by it from execution of this Guarantee  Agreement,  and
         the  Guarantor  has decided  that a direct or an indirect  benefit will
         accrue to the  Guarantor by reason of the  execution of this  Guarantee
         Agreement.

                  (h) (a) This  Guarantee  Agreement  is not given  with  actual
         intent to hinder, delay or defraud any person to which the Guarantor is
         or  will  become,  on or  after  the  date  hereof,  indebted;  (b) the
         Guarantor  has  received  at  least a  reasonably  equivalent  value in
         exchange for the giving of this Guarantee Agreement;  (c) the Guarantor
         is not insolvent on the date hereof and will not become  insolvent as a
         result of the giving of this Guarantee Agreement;  (d) the Guarantor is
         not engaged in a business or  transaction,  nor is about to engage in a
         business or  transaction,  for which any  property  remaining  with the
         Guarantor  constitutes an unreasonably small amount of capital; and (e)
         the  Guarantor  does not intend to incur  debts that will be beyond the
         Guarantor's ability to pay as such debts mature.

                  (i) The  Guarantor  will ensure that at any time and from time
         to time until all of the Guaranteed  Obligations have been paid in full
         the aggregate fair market value of the  Guarantor's  assets  (including
         non-restricted  marketable securities and restricted securities readily
         salable  pursuant  to Rule 144 under  the  Securities  Act of 1933,  as
         amended) that are readily  available to pay the Guaranteed  Obligations
         is sufficient to pay the  Guaranteed  Obligations in full together with
         any  of  the  other  indebtedness  or  contingent  liabilities  of  the
         Guarantor,  and  forthwith  upon any amount  becoming  due and  payable
         hereunder will take all steps necessary to liquidate or otherwise apply
         such  assets  and  call  cash  capital   contributions   in  an  amount
         sufficient,  and  use  the  proceeds  thereof,  to pay  the  Guaranteed
         Obligations in full.

                  (j) As soon as  available  but in any event not later  than 90
         days after the end of each fiscal year of the Guarantor,  the Guarantor
         shall  deliver  to the  Administrative  Agent  copies  of  the  audited
         financial  statements  of the  Guarantor  consisting  of at  least  the
         balance sheet,  statement of operations,  with related notes specifying
         significant  accounting  practices  and their impact on such  financial
         statements  and  schedules  as at and for the year  then  ended for the
         Guarantor,   certified  by  a  firm  of  independent  certified  public
         accountants.  Within 45 days  after the end of each of the first  three
         quarters  of the fiscal  year of the  Guarantor,  the  Guarantor  shall
         deliver to the Administrative  Agent copies of the unaudited  financial
         statements of the  Guarantor.  The Guarantor  shall also furnish to the
         Administrative  Agent  any other  documents  or  information  which the
         Administrative Agent may from time to time reasonably request.

         SECTION 6. Amendments, Etc. No amendment, modification or waiver of any
provision of this  Guarantee  Agreement  and no consent to any  departure by the
Guarantor  therefrom shall in any event be effective unless the same shall be in
writing  and  shall  be  executed  and   delivered  by  the  Guarantor  and  the
Administrative Agent and otherwise in accordance with the Credit Agreement,  and
then such amendment,  modification, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

         SECTION  7.  Notices,  Etc.  Unless  otherwise  specified  herein,  all
notices,  requests or other  communications  to any party  hereunder shall be in
writing,  shall be  delivered by hand or overnight  courier  service,  mailed by
certified or  registered  mail or sent by  telecopy,  and shall be given to such
party at its address or telecopy number set forth on the signature pages hereof,
in Section  10.1 of the Credit  Agreement  or at any other  address or  telecopy
number which such party shall have  specified for the purpose of  communications
hereunder  by notice to the  other  parties  hereunder.  All  notices  and other
communications  given to any party hereto in accordance  with the  provisions of
this  Guarantee  Agreement  shall be deemed  to have  been  given on the date of
receipt if delivered by hand or overnight courier service or sent by telecopy or
on the date three (3) Business  Days after  dispatch by certified or  registered
mail if mailed, in each case delivered,  sent or mailed (properly  addressed) to
such  party as  provided  in this  Section 7 or in  accordance  with the  latest
unrevoked direction from such party given in accordance with this Section 7.

         SECTION  8.  No  Waiver;  Remedies.  No  failure  on  the  part  of the
Administrative  Agent or any other  Secured  Party to exercise,  and no delay in
exercising,  any  right,  power or remedy  hereunder  shall  operate as a waiver
thereof,  nor shall any single or partial  exercise of any such right,  power or
remedy by the Administrative Agent or any other Secured Party preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
All remedies  hereunder and under the other Credit  Documents are cumulative and
are not exclusive of any other remedies provided by law.

         SECTION  9.  Continuing  Guarantee.   This  Guarantee  Agreement  is  a
continuing guarantee and shall survive and remain in full force and effect until
the Guaranteed  Obligations  and all other amounts  payable under this Guarantee
Agreement have been indefeasibly paid in full in cash, the Commitments have been
terminated,  all Letters of Credit have been  cancelled  or have expired and all
disbursements  with respect to Letters of Credit have been  reimbursed  in full,
and shall be reinstated to the extent provided in Section 2(b).

         SECTION  10.  Assignments.  This  Guarantee  Agreement  and the  terms,
covenants  and  conditions  hereof shall be binding upon the  Guarantor  and its
successors and shall inure to the benefit of the Administrative Agent, the other
Secured Parties and their respective successors and assigns. Upon the assignment
by any Lender of all or any  portion of its  rights  and  obligations  under the
Credit  Agreement  (including  all or any portion of its  Commitment,  the Loans
owing to it and the Note  held by it) to any other  person,  such  other  person
shall  thereupon  become vested with the benefits in respect  thereof granted to
such Lender herein or otherwise, but only to the extent of such assignment.  The
Guarantor  shall not be  permitted  to assign,  transfer or delegate  any of its
rights or obligations  under this Guarantee  Agreement without the prior written
consent of the Administrative Agent (and any such purported assignment, transfer
or delegation without such consent shall be void).

         SECTION 11.  Counterparts.  This Guarantee Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all of
which, when taken together, shall constitute but one instrument.  This Guarantee
Agreement  shall be effective  with respect to the Guarantor  when a counterpart
hereof which bears the signature of the Guarantor  shall have been  delivered to
the Bank.  Delivery by  facsimile  by any of the  parties  hereto of an executed
counterpart  of this  Guarantee  Agreement  shall be as effective as an original
executed  counterpart  hereof  and  shall  be  deemed a  representation  that an
original  executed  counterpart  hereof  will be  delivered,  but the failure to
deliver  a  manually  executed   counterpart  shall  not  affect  the  validity,
enforceability or binding effect of this Guarantee Agreement.

         SECTION  12.  Savings  Clause.  In the  event  any  one or  more of the
provisions contained in this Guarantee Agreement should be held invalid, illegal
or unenforceable  in any respect with respect to the Guarantor,  no party hereto
shall be required to comply with such  provision  with respect to the  Guarantor
for so long as such provision is held to be invalid,  illegal or  unenforceable,
and the  validity,  legality  and  enforceability  of the  remaining  provisions
contained herein, and of such invalid,  illegal or unenforceable  provision with
respect to the  Guarantor,  shall not in any way be  affected or  impaired.  The
parties  shall  endeavor in  good-faith  negotiations  to replace  any  invalid,
illegal or unenforceable  provisions with valid provisions,  the economic effect
of  which  comes  as  close  as  possible  to that of the  invalid,  illegal  or
unenforceable provisions.

         SECTION  13.   Subordination   by  Guarantor.   The  Guarantor   hereby
subordinates  in right of payment all  indebtedness  of the Borrower,  any Other
Credit Party or the Sponsor owing to it, whether originally  contracted with the
Guarantor or acquired by the  Guarantor by  assignment,  transfer or  otherwise,
whether now owed or hereafter arising,  whether for principal,  interest,  fees,
expenses or  otherwise,  together with all  renewals,  extensions,  increases or
rearrangements thereof, to the prior indefeasible payment in full in cash of the
Guaranteed  Obligations  and of all other  indebtedness  of the  Borrower to any
Lender,  whether  originally  contracted  with such  Lender or  acquired by such
Lender by  assignment,  transfer or  otherwise,  including any  obligations  the
proceeds of which are used to  refinance  any  Guaranteed  Obligations  or other
indebtedness,  in each case whether now owed or hereafter  arising,  whether for
principal,  interest (including interest accruing after the filing of a petition
initiating  any  proceeding  referred to in paragraph  (e) of Section 8.1 of the
Credit  Agreement),  fees,  expenses or  otherwise,  together with all renewals,
extensions,  increases or rearrangements thereof,  provided, that, the foregoing
subordination  shall not  prohibit,  until,  upon and during the  occurrence  or
continuance of any Event of Default,  the Guarantor's  acceptance of payments or
prepayments of indebtedness of the Borrower owing to it.

         SECTION  14.   Survival  of  Agreement.   All  covenants,   agreements,
representations  and warranties made by the Guarantor herein shall be considered
to have been  relied  upon by the  Administrative  Agent  and the other  Secured
Parties  and  shall  survive  the  making  by the  Lenders  of the Loans and the
execution  and  delivery  to the  Lenders of the Notes  evidencing  such  Loans,
regardless of any investigation made by the Lenders or the Administrative  Agent
or on their  behalf,  and shall  continue  in full  force and  effect  until the
Guaranteed  Obligations  and any other  amounts  payable  under  this  Guarantee
Agreement or any other Credit  Document have been  indefeasibly  paid in full in
cash and the Commitment has been  terminated,  or for such longer time as herein
expressly contemplated.

         SECTION 15. Entire Agreement.  This Guarantee Agreement constitutes the
entire  contract  between the  parties  hereto  relative  to the subject  matter
hereof. Any agreement  previously entered into among the parties with respect to
the subject  matter  hereof is superseded  by this  Guarantee  Agreement and the
other  Credit  Documents.  Nothing in this  Guarantee  Agreement,  expressed  or
implied,  is intended to confer upon any party,  other than the parties  hereto,
any rights,  remedies,  obligations  or  liabilities  under or by reason of this
Guarantee Agreement.

         SECTION 16. Headings.  Section headings used herein are for convenience
of  reference  only,  are not part of this  Guarantee  Agreement  and are not to
affect the construction  of, or to be taken into  consideration in interpreting,
this  Guarantee  Agreement.  The general  rules of  interpretation  specified in
Section  1.4 of the  Credit  Agreement  shall be  applicable  to this  Guarantee
Agreement.

         SECTION 17.  Governing Law.  THIS GUARANTEE AGREEMENT SHALL BE
CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

         SECTION  18.  Submission  of  Jurisdiction.  (a) Any  legal  action  or
proceeding with respect to this Guarantee Agreement may be brought in the courts
of the State of New York in New York  County,  or of the  United  States for the
Southern  District of New York, and, by execution and delivery of this Guarantee
Agreement, the Guarantor hereby irrevocably accepts for itself and in respect of
its property,  generally and unconditionally,  the nonexclusive  jurisdiction of
such  courts.  The  Guarantor  further  irrevocably  consents  to the service of
process out of any of the aforementioned courts in any such action or proceeding
by the  mailing of copies  thereof by  registered  or  certified  mail,  postage
prepaid,  to it at the  address  set forth for  notices  pursuant  to  Section 7
hereof,  such  service to become  effective  three (3) days after such  mailing.
Nothing herein shall affect the right of the Administrative  Agent or any Lender
to serve  process in any other  manner  permitted  by law or to  commence  legal
proceedings  or to  otherwise  proceed  against  any  Credit  Party in any other
jurisdiction.

         (b) The Guarantor hereby  irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid  actions or
proceedings  arising  out of or in  connection  with  this  Guarantee  Agreement
brought in the courts  referred to in  subsection  (a) above and hereby  further
irrevocably  waives  and agrees not to plead or claim in any such court that any
such  action or  proceeding  brought  in any such  court has been  brought in an
inconvenient forum.

         (c) TO THE EXTENT  PERMITTED BY LAW, THE GUARANTOR  HEREBY  IRREVOCABLY
WAIVES  ALL RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM
ARISING OUT OF OR  RELATING  TO THIS  GUARANTEE  AGREEMENT  OR THE  TRANSACTIONS
CONTEMPLATED HEREBY.


<PAGE>
         IN WITNESS  WHEREOF,  each  party  hereto  has  caused  this  Guarantee
Agreement to be duly executed,  attested and delivered by its officers thereunto
duly authorized as of the date first above written.

GUARANTOR:                            ISG CAPITAL CORPORATION


                                      By:_______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________
                                      Address: 136 East South Temple, Suite 1300
                                               Salt Lake City, Utah 84111
                                               Telecopy: (801) 236-9730


ADMINISTRATIVE AGENT:                 BANK OF AMERICA, N.A., in its capacity
                                      as Administrative Agent

                                      By:_______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________
<PAGE>


                                                                       EXHIBIT I


                      PERFECTION CERTIFICATE

         ISG Resources,  Inc., a Utah corporation  (successor to JTM Industries,
Inc.,  a  Texas   corporation)  (the   "Borrower"),   hereby  certifies  to  the
Administrative  Agent and each Secured Party in connection  with (a) the Amended
and Restated Credit Agreement dated as of May 26, 2000 (the "Credit Agreement"),
among the Borrower, Industrial Services Group, Inc., a Delaware corporation, the
Lenders party thereto,  Bank of America,  N.A.  (formerly  known as NationsBank,
N.A.), as Administrative Agent and Issuing Lender, and Canadian Imperial Bank of
Commerce,  as  Documentation  Agent, and (b) the Amended and Restated Pledge and
the Security Agreement (the "Security Agreement") (such term and all other terms
used but not  defined  herein  having  the  meanings  given  them in the  Credit
Agreement and the Security Agreement), as follows:

         Names(a) . (a) The exact corporate or partnership  name of each Grantor
under the Security Agreement, as such name appears in its respective certificate
of incorporation or certificate of limited partnership, is as follows:

                  See Schedule 1(a)


         (b) The following is a list of all other names  (including  trade names
or similar  appellations)  used by each Grantor or any of its divisions or other
business  units in connection  with the conduct of its business or the ownership
of its properties at any time during the past five years:

                  See Schedule 1(b)


         Current  Locations(a)  . (a) The chief  executive  office and principal
place of business of each Grantor is located at the following address:

         Grantor                    Mailing Address        County          State

                  See Schedule 2(a)


         (b) Set forth on Schedule 2(b) are the Grantors' places of business not
identified in 2(a).

         Unusual Transactions.  All Receivables  originated by such Grantor have
been originated in the ordinary course of its business.

         Search  Reports.  Attached  hereto as Schedule 4 is a summary of all of
the search reports from the Uniform Commercial Code filing offices where filings
would be  required  by law to be filed in order to create a  perfected  security
interest in or lien on any of the personal or real  property of the Grantors and
of each financing statement or other filing identified in such search reports.

         UCC  Filings.  A duly  signed  financing  statement  on Form  UCC-1  in
substantially  the  form  of  Schedule  5  hereto  has  been  delivered  to  the
Administrative  Agent for filing in the Uniform Commercial Code filing office in
each  jurisdiction  identified in Section 2 hereof.  True,  correct and complete
acknowledgement  copies of all such financing statements as filed in such filing
offices will be delivered to the Administrative Agent.

         Schedule  of  Filings.  Attached  hereto as  Schedule  6 is a  schedule
setting forth,  with respect to the filings  described in Section 5 above,  each
filing office in which such filing will be made. Upon filing,  the date and file
number thereof will be noted on such Schedule.

         Filing Fees.  All filing fees and taxes payable in connection  with the
filings described in Section 5 above have been or will be paid by the Borrower.

         IN  WITNESS  WHEREOF,  we have  hereunto  set our hands this ___ day of
___________, 2000.

                                     ISG RESOURCES, INC.

                                      By:_____________________________
                                      Name:
                                      Title:

Attachments:
-----------

Schedule 1(a)      -   Corporate Names
Schedule 1(b)      -   Trade names, Division Names, Etc.
Schedule 2(a)      -   Chief Executive Offices and Principal Places of Business
Schedule 2(b)      -   Places of Business
Schedule 4         -   Summary of UCC Search Reports
Schedule 5         -   Form of UCC-1
Schedule 6         -   Places of Filing


<PAGE>
Perfection Certificate Schedules

                                  SCHEDULE 1(a)

                                 Corporate Names

Industrial Services Group, Inc.
ISG Resources, Inc.
ISG Capital Corporation
ISG Manufactured Products
Best Masonry & Tool Supply, Inc.
Don's Building Supply, L.L.P
Lewis W. Osborne, Inc.
Magna Wall, Inc.
United Terrazzo Supply Co., Inc.
<PAGE>

Perfection Certificate Schedules
<TABLE>
<CAPTION>

                                  SCHEDULE 1(b)

                        Trade Names, Division Names, Etc.

Corporate Name:                                           d/b/a:                    f/k/a:
--------------                                            ------                    ------
<S>                                              <C>                       <C>
Industrial Services Group, Inc.                  ISG                       Industrial Quality Services, Inc.
                                                                           JTM, Inc.

ISG Resources, Inc.                              N/A                       JTM Industries, Inc.;  JTM;
                                                                           UP/JTM Industries, Inc.;
                                                                           JTM/Laidlaw Environmental Services Group;

ISG Capital Corporation                          N/A                       N/A

ISG Manufactured Products                        N/A                       N/A

Best Masonry & Tool Supply, Inc.                 Best Masonry;             J. Marvin Isaac Interests, Inc.
                                                 Best Stucco
                                                 Best Mortar

Don's Building Supply, L.L.P                     N/A                       Don's Building Supply, Inc.

Lewis W. Osborne, Inc.                           Osborne Building          N/A
                                                 Supply; Osborne
                                                 Supply

Magna Wall, Inc.                                 N/A                       N/A

United Terrazzo Supply Co., Inc.                 United Terrazzo;          N/A
                                                 United Terrazzo
                                                 Supply
</TABLE>

<PAGE>
Perfection Certificates Schedules

                                  SCHEDULE 2(a)

            Chief Executive Offices and Principal Places of Business

Industrial Services Group, Inc.:                             FEIN:    58-2345034
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

ISG Resources, Inc.:                                         FEIN:    87-0619697
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
CEO:     136 E. South Temple, Suite 1300                    FEIN:    74-2142761
         Salt Lake City, UT 84111

PPB:     16800 Greenspoint Park Drive, #250N
         Houston, TX 77060

Lewis W. Osborne, Inc.:                                     FEIN:    95-1070710
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     16005 Phoebe Avenue
         La Mirada, CA 90638

United Terrazzo Supply Co., Inc.:                           FEIN:    95-6051788
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     16005 Phoebe Avenue
         La Mirada, CA 90638

Magna Wall, Inc.:                                           FEIN: 01177918-00
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     39340 I-H West, Suite C
         Boerne, TX 78006

ISG Manufactured Products, Inc.:                            FEIN:    Applied For
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

Don's Building Supply, L.L.P.:                              FEIN:    75-1789595
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     2327 Langford Street
         Dallas, TX 75208

ISG Capital Corporation:                                    FEIN:    87-0620660
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111
<PAGE>

                              Schedule 2(b) to the
                             Perfection Certificate

                               Places of Business
<PAGE>


                                                               Schedule 4 to the
                                                          Perfection Certificate

                          Summary of UCC Search Reports

                                 [To be attached
                                     by MWBB

<PAGE>



                                                               Schedule 5 to the
                                                          Perfection Certificate

                                  Form of UCC-1

                                 [To be attached
                                    by MWBB]


<PAGE>

                                                               Schedule 6 to the
                                                          Perfection Certificate


                                Places of Filing

ISG Manufactured Products, Inc.                      Utah - SOS

Don's Building Supply L.L.P.                         Utah - SOS
Don's Building Supply L.L.P.                         Texas - SOS

Best Masonry & Tool Supply,
Inc. f/k/a J. Marvin Isaac                           Utah - SOS

ISG Capital Corporation                              Utah - SOS

Industrial Services Group, Inc.                      Utah - SOS

<PAGE>



                              AMENDED AND RESTATED

                          PLEDGE AND SECURITY AGREEMENT

                            dated as of May 26, 2000

                                      among

                            THE GRANTORS NAMED HEREIN

                                       and

                             BANK OF AMERICA, N.A.,

                             as Administrative Agent


<PAGE>
<TABLE>
<CAPTION>
                    TABLE OF CONTENTS

Article           Section                                                                           Page
<S>                   <C>                                                                            <C>
ARTICLE I DEFINITIONS.................................................................................1

   Section 1.01       Terms Defined in the Credit Agreement...........................................1
   Section 1.02       Definition of Certain Terms Used Herein.........................................1
   Section 1.03       UCC Definitions.................................................................6
   Section 1.04       Terms Generally.................................................................6

ARTICLE II SECURITY INTERESTS.........................................................................6

   Section 2.01       The Security Interests..........................................................6
   Section 2.02       Continuing Liability of each Grantor............................................7
   Section 2.03       Delivery of Pledged Securities and Chattel Paper................................7
   Section 2.04       Security Interests Absolute.....................................................8
   Section 2.05       Sales and Collections...........................................................9
   Section 2.06       Segregation of Proceeds.........................................................9
   Section 2.07       Verification of Receivables....................................................10
   Section 2.08       Release of Collateral..........................................................10
   Section 2.09       Amendment of Schedules.........................................................11

ARTICLE III REPRESENTATIONS AND WARRANTIES...........................................................11

   Section 3.01       Pledged Securities.............................................................11
   Section 3.02       Validity, Perfection, Assignment and Priority of Security Interests............11
   Section 3.03       Patents, Trademarks and Copyrights.............................................12
   Section 3.04       Enforceability of Receivables and General Intangibles..........................12
   Section 3.05       Place of Business, Location of Collateral......................................12
   Section 3.06       Trade Names....................................................................13
   Section 3.07       Outstanding Interests..........................................................13
   Section 3.08       Licensor Consents..............................................................13
   Section 3.09       Motor Vehicles and Other Rolling Stock.........................................13
   Section 3.10       Accounts.......................................................................13
   Section 3.11       Real Estate....................................................................13

ARTICLE IV COVENANTS.................................................................................14

   Section 4.01       Perfection of Security Interests...............................................14
   Section 4.02       Further Actions................................................................14
   Section 4.03       Change of Name, Identity or Structure..........................................16
   Section 4.04       Place of Business and Collateral...............................................17
   Section 4.05       Fixtures.......................................................................17
   Section 4.06       Maintenance of Records.........................................................17
   Section 4.07       Compliance with Laws, etc......................................................17
   Section 4.08       Payment of Taxes, etc..........................................................18
   Section 4.09       Compliance with Terms of Accounts, Contracts and Licenses......................18
   Section 4.10       Limitation on Liens on Collateral..............................................18
   Section 4.11       Limitations on Modifications of Receivables and General Intangibles;
                             No Waivers or Extensions................................................18
   Section 4.12       Maintenance of Insurance.......................................................19
   Section 4.13       Limitations on Dispositions of Collateral......................................19
   Section 4.14       Periodic Certification.........................................................19
   Section 4.15       Notices........................................................................19
   Section 4.16       Change of Law..................................................................20
   Section 4.17       Right of Inspection............................................................20
   Section 4.18       Maintenance of Equipment.......................................................20
   Section 4.19       Covenants Regarding Patent, Trademark and Copyright Collateral.................20
   Section 4.20       Reimbursement Obligation.......................................................22
   Section 4.21       Bank Accounts..................................................................22
   Section 4.22       Amendments to Schedules........................................................22

ARTICLE V DISTRIBUTIONS ON PLEDGED SECURITIES; VOTING................................................22

   Section 5.01       Right to Receive Distributions on Pledged Collateral; Voting...................22

ARTICLE VI REMEDIES; RIGHTS UPON DEFAULT.............................................................23

   Section 6.01       UCC Rights.....................................................................23
   Section 6.02       Payments on Collateral.........................................................24
   Section 6.03       Possession of Collateral.......................................................24
   Section 6.04       Sale of Collateral.............................................................25
   Section 6.05       Rights of Purchasers...........................................................25
   Section 6.06       Additional Rights of the Administrative Agent..................................26
   Section 6.07       Securities Act, etc............................................................26
   Section 6.08       Remedies Not Exclusive.........................................................28
   Section 6.09       Waiver and Estoppel............................................................28
   Section 6.10       Power of Attorney..............................................................29
   Section 6.11       Application of Proceeds........................................................31
   Section 6.12       Grant of License or Sub-License to Use Patent, Trademark,
                             Copyright and License Collateral........................................31

ARTICLE VII MISCELLANEOUS............................................................................32

   Section 7.01       Notices........................................................................32
   Section 7.02       Benefit of Agreement...........................................................32
   Section 7.03       No Waiver; Remedies Cumulative.................................................32
   Section 7.04       Amendments, Waivers and Consents...............................................32
   Section 7.05       Counterparts...................................................................33
   Section 7.06       Headings.......................................................................33
   Section 7.07       Survival.......................................................................33
   Section 7.08       Governing Law; Submission to Jurisdiction; Venue...............................33
   Section 7.09       Severability...................................................................34
   Section 7.10       Entirety.......................................................................34
   Section 7.11       Binding Effect; Termination....................................................34
   Section 7.12       Conflict.......................................................................35
   Section 7.13       Joinder Agreement..............................................................35
   Section 7.14       Right of Set-Off...............................................................35

</TABLE>



<PAGE>



Schedules

Schedule 1        List of Domestic Subsidiary Grantors

Schedule 2        Chief Executive Office and Principal Place of Business;
                  Locations of Records of Receivables and
                  General Intangibles
Schedule 3        Pledged Securities

Schedule 4        Locations of Equipment and Inventory
Schedule 5        Trade Names, Division Names, etc.
Schedule 6        Required Filings and Recordings
Schedule 7        Patents and Patent Applications
Schedule 8        Trademarks and Trademark Applications
Schedule 9        Copyrights and Copyright Applications
Schedule 10       Licenses
Schedule 11       Motor Vehicles and other Rolling Stock
Schedule 12       Accounts
Schedule 13       Real Estate


Exhibits

Exhibit A   Form of Assignment of Security Interests in United States
            Patent and Trademarks
Exhibit B   Form of Assignment of Security Interests in United States Copyrights
Exhibit C   Form of Estoppel, Consent and Agreement


<PAGE>

         AMENDED AND RESTATED PLEDGE AND SECURITY  AGREEMENT (this  "Agreement")
dated as of May 26, 2000,  among  INDUSTRIAL  SERVICES  GROUP,  INC., a Delaware
corporation (the "Parent"),  ISG RESOURCES,  INC., a Utah corporation (successor
to JTM Industries,  Inc., a Texas  corporation) (the  "Borrower"),  the Domestic
Subsidiaries of the Credit Parties that are listed on Schedule 1 hereto, if any,
and such  other  Domestic  Subsidiaries  of the Credit  Parties as shall  become
parties   hereto  in  accordance   with  Section  7.13  hereof  (such   Domestic
Subsidiaries being referred to herein individually as a "Subsidiary Grantor" and
collectively as the "Subsidiary  Grantors") and Bank of America,  N.A. (formerly
known as NationsBank,  N.A.),  as  Administrative  Agent (in such capacity,  the
"Administrative  Agent") for the Lenders (as  defined  herein).  This  Agreement
amends and restates that certain pledge and security agreement dated as of March
4, 1998  executed  in favor of the  Administrative  Agent by each of the  Credit
Parties and that  certain  amended and restated  pledge and  security  agreement
dated as of January 1, 1999  executed  in favor of the  Administrative  Agent by
each of the Credit Parties.

         Reference is made to the Amended and Restated Credit Agreement dated as
of May 26, 2000 (as amended,  restated,  modified or  supplemented  from time to
time, the "Credit  Agreement"),  among the Borrower,  the Parent,  the financial
institutions party thereto as lenders (the "Lenders"), Bank of America, N.A., as
Administrative Agent and Issuing Lender, and Canadian Imperial Bank of Commerce,
as Documentation Agent. The Lenders have agreed to extend credit to the Borrower
pursuant to, and upon the terms and subject to the  conditions set forth in, the
Credit  Agreement.  The  obligations  of the Lenders to extend  credit under the
Credit  Agreement  are  conditioned  on, among other  things,  the execution and
delivery by each of the Parent,  the Borrower and the Subsidiary  Grantors (such
parties being referred to herein individually as a "Grantor" and collectively as
the "Grantors") of an Amended and Restated Pledge and Security  Agreement in the
form hereof.

         Accordingly,  the Grantors, intending to be legally bound, hereby agree
with the  Administrative  Agent, for the ratable benefit of the Secured Parties,
as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Terms Defined in the Credit  Agreement.  Capitalized  terms used herein
and not otherwise defined herein shall have the meanings set forth in the Credit
Agreement.

         Definition of Certain Terms Used Herein. As used herein,  the following
terms shall have the following meanings:

         "Account  Debtor"  shall  mean  any  Person  who is or who  may  become
obligated to any Grantor under,  with respect to or on account of any Receivable
or General Intangible.

         "Cash Collateral Accounts" shall have the meaning assigned to such term
in Section 2.06(a).

         "Collateral"  shall have the  meaning  assigned to such term in Section
2.01.

         "Contract  Rights" shall mean all choses in action and causes of action
and all other  rights  of any  Grantor  of every  kind and  nature  now owned or
hereafter  acquired by any Grantor  pursuant  to (a) all  contracts  under which
Receivables  or General  Intangibles  arise,  (b) all Interest  Rate  Protection
Agreements,  (c) the Acquisition  Agreement,  (d) all Material Contracts and (e)
all other contract rights of any Grantor.

         "Copyright  License" shall mean any written  agreement (a) granting any
right to any third party under any  Copyright of any Grantor or (b) granting any
right to any Grantor under any Copyright of any third party.

         "Copyrights"  shall mean all right, title and interest of any Person in
and to all of the following, whether now owned or hereafter acquired:

                  (a)  the  federally   registered  United  States  and  foreign
         copyrights  described on Schedule 9 hereto and any renewals thereof, as
         such schedule may be amended from time to time;

                  (b)      all other United States and foreign copyrights;

                  (c) all registrations and applications for registration of any
         such  copyright in the United  States or any other  country,  including
         registrations,  recordings,  supplemental derivative or collective work
         registrations and pending  applications for registrations in the United
         States Copyright Office;

                  (d) all  computer  programs,  computer  data  bases,  computer
         program flow diagrams,  source codes and object codes related to any or
         all of the foregoing; and

                  (e) all tangible  property  embodying or incorporating  any or
         all of the foregoing.

         "Deposit Accounts" shall mean (a) all Permitted Accounts,  (b) all Cash
Collateral  Accounts and (c) all other  deposit or  investment  accounts of each
Grantor,  all funds held therein and all certificates  and instruments,  if any,
from time to time representing, evidencing or deposited into such accounts.

         "Documents"  shall mean all of the books,  ledgers,  records,  computer
programs,  tapes,  discs,  punch cards,  data processing  software,  transaction
files, master files,  documents of title, bills of lading and warehouse receipts
and related property and rights (including computer and peripheral equipment) of
any Grantor pertaining to or referencing the Collateral.

         "Equipment" shall mean all equipment now owned or hereafter acquired by
any  Grantor,  including  all  items  of  machinery,  equipment,  tools,  parts,
supplies,  furnishings  and  fixtures  of every  kind,  whether  affixed to real
property  or not,  as well as all  automobiles,  trucks  and  vehicles  of every
description,  trailers,  handling  and delivery  equipment,  all  additions  to,
substitutions  for,  replacements of or accessions to any of the foregoing,  all
attachments,  components,  parts (including spare parts) and accessories whether
installed thereon or affixed thereto and all fuel for any thereof.

         "Federal  Securities Laws" shall have the meaning assigned to such term
in Section 6.07(a).

         "General  Intangibles"  shall mean all accounts,  accounts  receivable,
Contract  Rights,   Documents,   instruments,   chattel  paper,  money,  general
intangibles,  intellectual  or other property of any kind or nature now owned or
hereafter  acquired by any  Grantor,  including  permits,  federal and state tax
refunds,  reversionary  interests in pension plan assets,  inventions,  designs,
Patents,  Copyrights,   Licenses,  Trademarks  and  associated  goodwill,  trade
secrets,   confidential  or  proprietary  technical  and  business  information,
customer and supplier lists, inventions,  ideas, designs,  including all records
pertaining  to  know-how,  show-how  or  other  data or  information,  software,
databases and related documentation,  registrations,  franchises,  and all other
intellectual or other similar property rights not otherwise described above, but
excluding Receivables.

         "Grantor" and "Grantors" shall have the meanings assigned to such terms
in the second paragraph hereof.

         "Inventory" shall mean all inventory now owned or hereafter acquired by
any Grantor,  including (a) all goods and other personal property which are held
for sale or lease or are  furnished or are to be  furnished  under a contract of
service or which constitute raw materials,  work in process or materials used or
consumed  or to be  used  or  consumed  in  such  Grantor's  business,  (b)  all
inventory,   wherever  located,   evidenced  by  negotiable  and  non-negotiable
documents  of title,  warehouse  receipts  and bills of lading,  (c) all of such
Grantor's  rights in, to and under all  purchase  orders now owned or  hereafter
received  or  acquired  by it for goods or  services  and (d) all rights of such
Grantor as an unpaid seller,  including  rescission,  replevin,  reclamation and
stopping in transit.

         "License"  shall  mean  (a)  any  Patent  License,  Trademark  License,
Copyright  License or other license or sublicense as to which any Grantor is now
or hereafter a party and (b) any license, permit,  certificates,  authorization,
certification,  accreditation,  franchise  approval,  or grant of  rights by any
Governmental  Authority,  or any other party  necessary or  appropriate  for any
Grantor to own, maintain or operate its business, properties and assets.

         "Patent  License"  shall mean any written  agreement  (a)  granting any
right to any third  party under any Patent of any  Grantor or (b)  granting  any
right to any Grantor under any Patent of any third party.

         "Patents" shall mean all right, title and interest of any Person in and
to all of the following, whether now owned or hereafter acquired:

                  (a) the  letters  patent  of the  United  States  or any other
         country, all registrations and recordings thereof, and all applications
         for letters patent of the United States or any other country, including
         registrations, recordings and pending applications in the United States
         Patent and  Trademark  Office or any other  country,  as  described  on
         Schedule 7 hereto, as such schedule may be amended from time to time;

                  (b) the other letters patent of the United States or any other
         country and all other  applications  for  letters  patent of the United
         States or any other country; and

                  (c)     the      reissues,      continuations,      divisions,
         continuations-in-part   or  extensions   thereof  and  the   inventions
         disclosed  therein,  including  the right to make,  use and/or sell the
         inventions disclosed therein.

         "Permitted  Account"  of any  Grantor  shall  mean an  account  of such
Grantor maintained for the benefit of the  Administrative  Agent and the Secured
Parties  pursuant to a Depository Bank Agreement in the form of Exhibit B to the
Credit  Agreement  or  other  depository  bank  security  agreement  in form and
substance reasonably satisfactory to the Administrative Agent.

         "Pledged Debt" shall mean (a) the debt securities  listed and described
in Part II of Schedule 3 hereto, payable to such Grantor listed therein, and the
instruments evidencing such debt securities,  (b) all additional debt securities
hereafter issued and payable to any Grantor and the instruments  evidencing such
debt securities, (c) the Intercompany Notes and (d) all payments of principal or
interest,  cash,  instruments  or other  property  from  time to time  received,
receivable or otherwise distributed, in respect of, in exchange for, or upon the
conversion of the debt securities referred to in clause (a), (b) and (c) above.

         "Pledged  Interests"  shall  mean  (a) the  Capital  Stock  listed  and
described  in  Part I of  Schedule  3  hereto,  and  the  certificates,  if any,
representing  such Capital  Stock,  (b)(i) all  additional  Capital Stock of any
issuer of the Pledged Interests from time to time acquired by any Grantor in any
manner and (ii) all Capital Stock of any other Person hereafter  acquired by any
Grantor (which  Capital Stock referred to in the foregoing  clauses (i) and (ii)
shall be considered to be Pledged  Interests under this Agreement),  together in
each case with the certificates  representing such additional Capital Stock, and
(c) all dividends, liquidating dividends, stock dividends,  distributions, stock
or partnership rights, options, rights to subscribe, cash, instruments and other
property  and  proceeds  from time to time  received,  receivable  or  otherwise
distributed  in respect of or in exchange for any or all of such listed  Capital
Stock referenced in clause (a) above or such additional Capital Stock referenced
in clause (b) above;  provided,  however, that no shares of Capital Stock of any
issuer  incorporated  in a jurisdiction  outside of the United States of America
shall be included hereunder to the extent that the aggregate amount of shares of
Capital Stock of such issuer pledged  hereunder by the Grantors would exceed 65%
of the  Capital  Stock of such  issuer to the  extent,  and for so long as,  the
pledge of any greater  percentage  would have adverse tax  consequences  for any
Grantor.

        "Pledged  Securities" shall mean the Pledged Interests and the Pledged
 Debt.

         "Proceeds" shall mean all proceeds,  including (a) whatever is received
upon  any  collection,  exchange,  sale  or  other  disposition  of  any  of the
Collateral  and any  property  into which any of the  Collateral  is  converted,
whether  cash or  non-cash,  (b) any and all  payments  or  other  property  (in
whatever form) made or due and payable on account of any  insurance,  indemnity,
warranty  or  guaranty  payable  to  any  Grantor  with  respect  to  any of the
Collateral,  (c) any value  received as a consequence  of the  possession of any
Collateral and any payment received from any insurer or other Person as a result
of the  destruction,  loss,  theft or other  involuntary  conversion of whatever
nature of any asset or property which  constitutes  Collateral,  (d) any and all
payments (in any form whatsoever) made or due and payable in connection with any
requisition,  confiscation,  condemnation,  seizure or  forfeiture of all or any
part of the  Collateral  by any  Governmental  Authority,  (e) any  claim of any
Grantor  against third parties (i) for past,  present or future  infringement of
any Patent now or  hereafter  owned by such  Grantor or licensed  under a Patent
License,  (ii) for past,  present  or future  infringement  or  dilution  of any
Trademark now or hereafter  owned by such Grantor or licensed  under a Trademark
License or injury to the goodwill associated with any Trademark now or hereafter
owned by such Grantor,  (iii) for past,  present or future  infringement  of any
Copyright now or hereafter  owned by such Grantor or licensed  under a Copyright
License and (iv) for past, present or future breach of any other License and (f)
any  and all  other  amounts  from  time to time  paid or  payable  under  or in
connection with any of the Collateral.

         "Real  Estate"  shall  mean  all  real  property  and  all   buildings,
furnishings  or  fixtures  or  other  improvements  to or  construction  on real
property  now owned or  hereafter  acquired by any  Grantor,  and all  leasehold
interests now owned or hereafter acquired by any Grantor in real property.

         "Receivables"  shall mean all accounts  now or  hereafter  owing to any
Grantor, and all accounts receivable, Contract Rights, Documents, instruments or
chattel paper representing amounts payable or monies due or to become due to any
Grantor,  arising from the sale of Inventory or the rendition of services in the
ordinary course of business or otherwise,  whether or not earned by performance,
or arising  from or in  connection  with any  Copyright,  Patent,  Trademark  or
License,  together  with all  Inventory  to be  returned  by or  reclaimed  from
customers wherever such Inventory is located, and all guaranties, securities and
liens held for the payment of any such  account,  account  receivable,  Contract
Right, Document, instrument or chattel paper.

         "Secured  Obligations" of any Grantor shall mean (a) in the case of the
Borrower, all the Credit Obligations, (b) in the case of any Subsidiary Grantor,
all  amounts  now or  hereafter  payable by such  Subsidiary  Grantor  under the
Subsidiaries Guarantee Agreement, (c) in the case of the Parent, all amounts now
or hereafter payable by such Parent under the Parent Guarantee Agreement, (d) in
the case of ISG  Capital,  all amounts now or  hereafter  payable by ISG Capital
under the ISG Capital Guarantee  Agreement,  and (e) in the case of any Grantor,
all  expenses  (including  reasonable  counsel  fees and  expenses)  incurred in
enforcing any rights of the Administrative Agent and the Secured Parties against
such Grantor under this Agreement.

         "Trademark  License" shall mean any written  agreement (a) granting any
right to any third party under any  Trademark of any Grantor or (b) granting any
right to any Grantor under any Trademark of any third party.

         "Trademarks"  shall mean all right, title and interest of any Person in
and to all of the  following  whether  now owned or  hereafter  acquired by such
Person: (a) all trademarks, service marks, trade names, corporate names, company
names,  business names,  fictitious  business names, trade styles,  trade dress,
logos,  slogans,  other  source or  business  identifiers,  designs  and general
intangibles of like nature,  now existing or hereafter adopted or acquired,  all
registrations and recordings  thereof,  and all applications filed in connection
therewith,  including registrations and applications in the United States Patent
and Trademark Office, any State of the United States or any other country or any
political  subdivision  thereof, and all extensions or renewals thereof, and (b)
all goodwill associated therewith.

         "UCC"  shall mean at any time the Uniform  Commercial  Code as the same
may from time to time be in effect in the State of New York;  provided  that if,
by reason of mandatory  provisions  of law, the  validity or  perfection  of any
security  interest granted herein is governed by the Uniform  Commercial Code in
effect in a  jurisdiction  other  than New York,  then,  as to the  validity  or
perfection of such security  interest,  "UCC" shall mean the Uniform  Commercial
Code in effect in such other jurisdiction.

         UCC Definitions.  The uncapitalized  terms "account," "account debtor,"
"chattel paper," "document," "warehouse receipt," "bill of lading," "document of
title," "instrument,"  "inventory,"  "equipment," "general intangible," "money,"
"proceeds," "products" and "purchase money security interest" as used in Section
1.02 or elsewhere in this Agreement shall have the meanings  ascribed thereto in
the UCC.

         Terms Generally. The definitions in Section 1.02 shall apply equally to
both the singular and plural  forms of the terms  defined.  Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be  followed  by the  phrase  "without  limitation".  All  references  herein to
Articles,  Sections,  Exhibits  and  Schedules  shall be  deemed  references  to
Articles and Sections of, and Exhibits and Schedules to, this  Agreement  unless
the context shall otherwise require. Unless otherwise expressly provided herein,
the word "day" means a calendar day.

                                   ARTICLE II

                               SECURITY INTERESTS

         The Security  Interests.  To secure the due and punctual payment of all
Secured  Obligations of such Grantor,  howsoever created,  arising or evidenced,
whether direct or indirect, absolute or contingent, now or hereafter existing or
due or to become due, in  accordance  with the terms  thereof,  (a) each Grantor
hereby grants to the Administrative  Agent, its successors and its assigns,  for
the ratable benefit of the Secured Parties, a security interest in, and (b) each
Grantor hereby pledges,  and with respect to all Deposit  Accounts,  pledges and
assigns,  to the  Administrative  Agent,  its  successors  and assigns,  for the
ratable benefit of the Secured Parties,  all of such Grantor's right,  title and
interest  in, to and under the  following,  whether now  existing  or  hereafter
acquired (all of which are herein collectively called the "Collateral"):

                  (a) all Receivables;

                  (b) all General Intangibles;

                  (c) all Equipment;

                  (d) all Inventory;

                  (e) all Pledged Securities;

                  (f) all Deposit Accounts;

                  (g) all Real Estate;

                  (h) to the extent not included in the foregoing (and except to
         the extent expressly  excluded from the foregoing),  all other personal
         property, whether tangible or intangible, and wherever located; and

                  (i) to the extent not  otherwise  included,  all  Proceeds and
         products of any or all of the foregoing,  whether  existing on the date
         hereof or arising hereafter.

         Continuing  Liability of each Grantor.  Anything herein to the contrary
notwithstanding, each Grantor shall remain liable to observe and perform all the
terms and  conditions  to be observed and  performed  by it under any  contract,
agreement,  warranty or other  obligation  with respect to the  Collateral,  and
shall do nothing to impair the security  interests  herein granted.  Neither the
Administrative  Agent  nor any  Secured  Party  shall  have  any  obligation  or
liability under any such contract,  agreement,  warranty or obligation by reason
of or arising out of this Agreement or the receipt by the  Administrative  Agent
or any Secured Party of any payment  relating to any  Collateral,  nor shall the
Administrative  Agent or any Secured Party be required to perform or fulfill any
of the obligations of any Grantor with respect to any of the Collateral, to make
any inquiry as to the nature or sufficiency of any payment received by it or the
sufficiency of the  performance of any party's  obligations  with respect to any
Collateral.  Furthermore, neither the Administrative Agent nor any Secured Party
shall be  required  to file any claim or demand to collect  any amount due or to
enforce  the  performance  of  any  party's  obligations  with  respect  to  the
Collateral.

         Delivery of Pledged  Securities and Chattel Paper.  All certificates or
instruments representing or evidencing the Pledged Securities shall be delivered
to and held by or on behalf of the Administrative Agent, for the ratable benefit
of the  Secured  Parties,  pursuant  hereto  and shall be in  suitable  form for
transfer by delivery,  duly endorsed and shall be  accompanied  by duly executed
instruments  of transfer or  assignment in blank with  signatures  appropriately
guaranteed, and accompanied in each case by any transfer tax stamps required for
purposes of pledging such certificates or instruments hereunder, all in form and
substance  satisfactory to the Administrative  Agent. The  Administrative  Agent
shall have the right,  at any time in its  discretion  and without notice to any
Grantor after the occurrence and during the  continuance of an Event of Default,
to cause any or all of the Pledged Interests and other Pledged  Securities to be
transferred of record into the name of the Administrative Agent or its nominee.

         Security Interests Absolute. All rights of the Administrative Agent and
the Secured Parties  hereunder,  and all obligations of each Grantor  hereunder,
shall be absolute and unconditional  and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:

                  (a) any extension, renewal, settlement,  compromise, waiver or
         release  in  respect  of any  Secured  Obligation,  Note  or any  other
         document evidencing or securing any Secured Obligation, by operation of
         law or otherwise;

                  (b) any  modification or amendment or supplement to the Credit
         Agreement,  any Note,  any  Collateral  Document or any other  document
         evidencing or securing any Secured Obligation;

                  (c) any release, non-perfection or invalidity of any direct or
         indirect security for any Secured Obligation;

                  (d) any change in the existence, structure or ownership of any
         Grantor or any other Consolidated Party, or any insolvency, bankruptcy,
         reorganization or other similar proceeding affecting any Grantor or any
         other Consolidated  Party or its assets or any resulting  disallowance,
         release or discharge of all or any portion of the Secured Obligations;

                  (e) the  existence of any claim,  set-off or other right which
         any Grantor may have at any time against any  Consolidated  Party,  the
         Administrative Agent, any Secured Party or any other Person, whether in
         connection  herewith  or  any  unrelated  transactions;  provided  that
         nothing  herein  shall  prevent  the  assertion  of any  such  claim by
         separate suit or compulsory counterclaim;

                  (f) any invalidity or  unenforceability  for any reason of any
         Secured  Obligation  relating  to or against  any  Grantor or any other
         Consolidated  Party,  or any provision of applicable  law or regulation
         purporting  to  prohibit  the  payment  by any  Grantor  or  any  other
         Consolidated Party of the Secured Obligations;

                  (g) any  failure by the  Administrative  Agent or any  Secured
         Party (i) to file or enforce a claim  against  any Grantor or any other
         Consolidated Party or its estate (in a bankruptcy or other proceeding),
         (ii) to give notice of the  existence,  creation or  incurrence  by any
         Grantor  or any  other  Consolidated  Party  of any  new or  additional
         indebtedness  or  obligation  under  or  with  respect  to the  Secured
         Obligations,  (iii) to commence  any action  against any Grantor or any
         other Consolidated  Party, (iv) to disclose to any Grantor or any other
         Consolidated  Party any facts  which  the  Administrative  Agent or any
         Secured  Party may now or hereafter  know with regard to any Grantor or
         any other  Consolidated  Party or (v) to proceed with due  diligence in
         the collection,  protection or realization upon any collateral securing
         the Secured Obligations; or

                  (h) any other act or  omission  to act or delay of any kind by
         any Grantor,  any other Consolidated  Party, the Administrative  Agent,
         any  Secured  Party  or any  other  Person  or any  other  circumstance
         whatsoever  which  might,  but  for  the  provisions  of  this  clause,
         constitute a legal or equitable discharge of any Grantor's  obligations
         hereunder.

         Sales and  Collections.  (a) Each  Grantor  is  authorized  (i) to sell
Collateral in accordance  with the Credit  Agreement and (ii) to use and dispose
of the Collateral in any lawful manner not  inconsistent  with the provisions of
this  Agreement,   the  Credit   Agreement  and  the  other  Credit   Documents.
Notwithstanding the foregoing, the Administrative Agent may, upon the occurrence
of any Event of Default,  without  cause or notice,  curtail or  terminate  such
authority at any time.

         (b) Each  Grantor is  authorized  to collect  amounts  owing to it with
respect to the  Collateral,  subject to the rights of the  Administrative  Agent
under Section 2.06 and Article VI of this Agreement.

         Segregation  of  Proceeds.  (a)  Upon the  occurrence  and  during  the
continuance  of an Event of  Default,  the  Administrative  Agent shall have the
right to cause to be  opened  and  maintained  at the  principal  office  of the
Administrative  Agent bank accounts (the "Cash Collateral  Accounts") which will
contain only Proceeds of Collateral of a particular  Grantor.  Any cash proceeds
(as such  term is  defined  in  Section  9-306(1)  of the UCC)  received  by the
Administrative  Agent directly from Account  Debtors  obligated to make payments
under  Receivables  or General  Intangibles to such Grantor or from such Grantor
pursuant to paragraph  (b) of this Section 2.06,  whether  consisting of checks,
notes,  drafts,  bills of  exchange,  money  orders,  commercial  paper or other
Proceeds received on account of any Collateral,  shall be promptly  deposited in
the Cash Collateral  Account,  and until so deposited shall be held in trust for
the  Administrative  Agent and the Secured  Parties and shall not be  commingled
with any funds not constituting Proceeds of the Collateral. Each Cash Collateral
Account  shall  be  designated  with  the  title  "Bank  of  America,  N.A.,  as
Administrative Agent under the Amended and Restated Credit Agreement dated as of
May 26, 2000 among ISG  Resources,  Inc., a Utah  corporation  (successor to JTM
Industries,  Inc., a Texas  corporation)  Industrial  Services Group,  Inc., the
Lenders party thereto,  the Administrative  Agent and the Documentation  Agent."
Such  Proceeds,  when  deposited,  shall continue to be security for the Secured
Obligations   and  shall  not  constitute   payment  thereof  until  applied  as
hereinafter  provided.  The  Administrative  Agent shall have sole  dominion and
control over the funds  (including all rights under Article VI of this Agreement
with respect to such funds) deposited in the Cash Collateral  Account,  and such
funds may be withdrawn therefrom only by the Administrative Agent.

         (b) Upon notice by the Administrative  Agent to any Grantor that a Cash
Collateral  Account has been opened,  such Grantor shall cause all cash Proceeds
collected by it to be  delivered  to the  Administrative  Agent  forthwith  upon
receipt,  in the original  form in which  received  (with such  endorsements  or
assignments   as  may  be  necessary  to  permit   collection   thereof  by  the
Administrative  Agent),  and for such purpose each  Grantor  hereby  irrevocably
authorizes and empowers the  Administrative  Agent, its officers,  employees and
authorized  agents to endorse  and sign the name of such  Grantor on all checks,
drafts,  money  orders  or  other  media  of  payment  so  delivered,  and  such
endorsements or assignments shall, for all purposes, be deemed to have been made
by  such  Grantor  prior  to  any  endorsement  or  assignment  thereof  by  the
Administrative  Agent.  The  Administrative  Agent  may  use any  convenient  or
customary means for the purpose of collecting such checks,  drafts, money orders
or other media of payment.

         Verification  of  Receivables.  Upon  the  occurrence  and  during  the
continuance  of an Event of  Default,  the  Administrative  Agent shall have the
right to make test  verifications  of  Receivables in any manner and through any
medium that it considers advisable,  and each Grantor agrees to furnish all such
assistance and information as the Administrative Agent may require in connection
therewith.  Upon  the  occurrence  and  during  the  continuance  of an Event of
Default,  each Grantor, at its own expense,  will cause its financial officer to
furnish to the  Administrative  Agent at any time and from time to time promptly
upon  the  Administrative   Agent's  request,   the  following  reports:  (a)  a
reconciliation  of all Receivables,  (b) an aging of all Receivables,  (c) trial
balances and (d) a test  verification of such Receivables as the  Administrative
Agent may request.

         Release of  Collateral.  (a) Each  Grantor may sell or realize  upon or
transfer or otherwise  dispose of Collateral to the extent  expressly  permitted
by, and in  accordance  with,  Section 2.05 and Section  4.13,  and the security
interests of the Administrative Agent and the Secured Parties in such Collateral
so sold, realized upon or disposed of (but not in the Proceeds arising from such
sale,  realization  or  disposition)  shall  cease  immediately  upon such sale,
realization  or  disposition,  without  any  further  action  on the part of the
Administrative  Agent or the  Secured  Parties.  The  Administrative  Agent,  if
requested  in writing by any  Grantor,  but at the expense of such  Grantor,  is
hereby  authorized  and  instructed  to  deliver  to the  Account  Debtor or the
purchaser or other transferee of any such Collateral upon such sale, realization
or disposition,  applicable UCC termination statements for such Collateral and a
certificate  stating that the  Administrative  Agent and the Secured  Parties no
longer  have a  security  interest  therein,  and such  Account  Debtor  or such
purchaser or other  transferee  shall be entitled to rely  conclusively  on such
certificate for any and all purposes.

         (b) Upon (i) all the Secured  Obligations having been indefeasibly paid
in full, (ii) the  termination of the Commitments and (iii) the  cancellation or
expiration  of all  Letters of Credit and the  reimbursement  in full of all LOC
Obligations (or the full cash  collateralization of any and all such liabilities
on terms reasonably acceptable to the Administrative  Agent), the Administrative
Agent will (as soon as reasonably  practicable  after receipt of notice from any
Grantor requesting the same, but at the expense of such Grantor) (A) execute and
deliver to such  Grantor  for each  filing  made under  Section  4.01 or 4.02 to
perfect  the  security  interests  granted to the  Administrative  Agent and the
Secured Parties hereunder,  a termination statement prepared by such Grantor and
furnished  to the  Administrative  Agent to the effect  that the  Administrative
Agent and the other Secured  Parties no longer claim a security  interest  under
such  filing,  (B)  deliver  to  such  Grantor  all  documents  and  instruments
previously  pledged to the  Administrative  Agent  hereunder  and (C)  execute a
termination notice with respect to each of the Depository Bank Agreements.

         Amendment  of   Schedules.   Each   Grantor   hereby   authorizes   the
Administrative Agent to modify this Agreement by amending any Schedule hereto or
to add additional  schedules  hereto to include any asset or item acquired after
the date hereof that may be  Copyrights,  Patents,  Trademarks,  Licenses or any
other type of Collateral, as the case may be, under this Agreement.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         The  Grantors  jointly  and  severally  represent  and  warrant  to the
Administrative Agent and each of the Secured Parties that:

         Pledged  Securities.  All Pledged  Securities have been duly authorized
and validly issued by the issuers thereof and, in the case of Pledged Securities
consisting  of  Capital  Stock,  are fully paid and  nonassessable.  None of the
Pledged  Securities  are subject to options to purchase or similar rights of any
Person.  No  Grantor  is or will  become  a party to or  otherwise  bound by any
agreement,  other than this Agreement and the Credit Agreement,  which restricts
in any manner the rights of any  present or future  holder of any of the Pledged
Interests with respect thereto.

         Validity,  Perfection,  Assignment and Priority of Security  Interests.
(a) By  complying  with  Section  4.01 and by  delivering  all  certificates  or
instruments,   if  any,   representing  or  evidencing  the  Collateral  to  the
Administrative  Agent, each Grantor will have created a valid and duly perfected
security  interest in favor of the  Administrative  Agent for the benefit of the
Secured  Parties as  security  for the due and  punctual  payment of all Secured
Obligations of such Grantor in all Collateral and identifiable  Proceeds of such
Collateral,  as to which a security  interest may be perfected by (i) filing UCC
financing  statements,  (ii) filing at the United  States  Patent and  Trademark
Office or the United States Copyright  Office pursuant to 35 U.S.C.  ss.1060 and
17 U.S.C.  ss.205,  as  applicable,  (iii) noting such security  interest on its
certificates of title and/or delivering  possession  thereof and (iv) possession
by the  Administrative  Agent.  Continuing  compliance  by each Grantor with the
provisions of Section 4.02 will also (A) create and duly perfect valid  security
interests in all Collateral  acquired or otherwise  coming into existence  after
the date hereof and in all identifiable  Proceeds of such Collateral as security
for the due and punctual payment of all Secured  Obligations of such Grantor and
(B) cause such security  interests in all  Collateral  and in all Proceeds which
are (I) identifiable cash Proceeds of Collateral covered by financing statements
required to be filed hereunder,  (II) identifiable  Proceeds in which a security
interest may be perfected by such filing under the UCC and (III) any Proceeds in
the Deposit Accounts to be duly perfected under the UCC.

         (b)  The  security  interests  of  the  Administrative   Agent  in  the
Collateral  rank first in  priority,  except that the  priority of the  security
interests  may be subject to Liens  permitted  under  Section  7.2 of the Credit
Agreement.  No  financing  statements,  deeds of  trust,  mortgages  or  similar
documents  covering all or any part of the Collateral other than with respect to
Liens  permitted  under  Section 7.2 of the Credit  Agreement  are on file or of
record in any  government  office in any  jurisdiction  in which such  filing or
recording would be effective to perfect a security  interest in such Collateral,
nor is any of the  Collateral  in the  possession  of any Person  (other  than a
Grantor) asserting any claim thereto or security interest therein.

         Patents,  Trademarks  and  Copyrights.  Schedules  7,  8 and  9  hereto
correctly set forth all of each  Grantor's  registered  Patents,  Trademarks and
Copyrights,  respectively,  and Schedule 10 hereto  correctly  sets forth all of
each Grantor's material Licenses. Each of the Patents, Trademarks and Copyrights
are subsisting, other than those Patents, Trademarks and Copyrights indicated as
"abandoned" or "dropped" on Schedules 7, 8 and 9,  respectively,  as of the date
hereof,  and have not been  adjudged  invalid or  unenforceable,  in whole or in
part.

         Enforceability of Receivables and General Intangibles. To the knowledge
of each Grantor,  each Receivable and General  Intangible is a valid and binding
obligation of the related  Account  Debtor in respect  thereof,  enforceable  in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
provisions of equity (regardless of whether such enforceability is considered in
a  proceeding  in equity or at law),  and  complies  with any  applicable  legal
requirements.

         Place of Business, Location of Collateral.  Schedule 2 hereto correctly
sets forth (a) each  Grantor's  chief  executive  office and principal  place of
business  and  (b)  the  offices  of  each  Grantor  where  records   concerning
Receivables and General  Intangibles are kept.  Schedule 4 hereto correctly sets
forth the location of all Equipment  and  Inventory of each Grantor,  other than
rolling  stock,  vessels,  aircraft  and goods in  transit.  Except for goods in
transit and except as  otherwise  specified  in Schedule  4, all  Inventory  and
Equipment has been located at the addresses specified on Schedule 4 at all times
during  the  four-month  period  prior to the  date  hereof  while  owned by the
applicable Grantor. No Inventory is evidenced by a negotiable document of title,
warehouse  receipt  or bill of  lading.  No  non-negotiable  document  of title,
warehouse  receipt or bill of lading has been issued to any Person  other than a
Grantor,  and such Grantor has retained possession of all of such non-negotiable
documents, warehouse receipts and bills of lading. No amount payable under or in
connection with any of the Collateral is evidenced by promissory  notes or other
instruments  other than instruments  evidencing the Pledged Debt which have been
delivered to the Administrative Agent hereunder.

         Trade Names. Any and all trade names,  division names, assumed names or
other names under  which any Grantor  transacts,  or at any time during the past
five years prior to the date hereof has  transacted,  business are  specified on
Schedule 5 hereto.

         Outstanding Interests. The Pledged Interests constitute (i) 100% of the
outstanding common stock of the Borrower,  (ii) 100% of the Capital Stock of all
Domestic  Subsidiaries of the Borrower and (iii) 65% of the Capital Stock of all
Foreign Subsidiaries of the Borrower.

         Licensor Consents.  Each Grantor has obtained all requisite consents or
approvals by the licensor of each License to which such Grantor is a licensee to
effect  the  assignment  of all of such  Grantor's  right,  title and  interests
thereunder  to the  Administrative  Agent  or its  designee  and to  effect  the
sub-license  contemplated  under Section 6.12 upon and during the continuance of
an Event of Default, and such consents are listed on Schedule 10.

         Motor  Vehicles and Other Rolling Stock.  Schedule 11 hereto  correctly
sets forth all of each  Grantor's  owned and  leased  motor  vehicles  and other
rolling stock.

         Accounts.  Each primary  collection  account,  each  primary  operating
account  and each  primary  investment  account of the  Borrower  and each other
Grantor is a Permitted  Account.  Schedule 12  correctly  sets forth all of each
Grantor's   collection,   operating  and  investment  accounts,   the  financial
institutions therewith, the address of such financial institutions,  the account
number of each account and the purpose for which such account is used.

         Real Estate.  Schedule 13  correctly  sets forth with respect to all of
each Grantor's Real Estate,  the address of such Real Estate,  whether such Real
Estate is owned or  leased by such  Grantor,  and the  primary  use of such Real
Estate.

                                   ARTICLE IV

                                    COVENANTS

         Each Grantor  covenants and agrees with the  Administrative  Agent that
until (a) all the Secured  Obligations  have been  indefeasibly  paid in full in
cash,  (b) the  Commitments  have been  terminated and (c) the  cancellation  or
expiration  of all  Letters of Credit and the  reimbursement  in full of all LOC
Obligations (or the full cash  collateralization of any and all such liabilities
on terms reasonably  acceptable to the Administrative  Agent), each Grantor will
comply with the following:

         Perfection  of  Security  Interests.  (a) Each  Grantor  has caused the
filings  set forth on  Schedule 6 to be  completed  and filed on or prior to the
Closing  Date and,  if  requested  by the  Administrative  Agent,  will,  at its
expense, cause all filings, amendments thereto, and recordings and other actions
specified  on  Schedule  6 to have been  completed  and filed on or prior to the
Effective Date.

         (b) Each  Grantor,  at its  expense,  will cause,  if  requested by the
Administrative   Agent,  fully  executed   Assignments  of  Security  Interests,
amendments thereto or related documents,  substantially in the forms of Exhibits
A and B hereto,  as applicable,  to have been completed and filed on or prior to
the Effective  Date by the United  States  Patent and  Trademark  Office and the
United States Copyright Office pursuant to 35 U.S.C. ss. 261, 15 U.S.C. ss. 1060
or 17 U.S.C. ss. 205, as applicable,  to perfect the security  interests granted
to the Administrative  Agent in the federally  registered  Copyrights,  Patents,
Trademarks and Licenses.

         (c) Each  Grantor,  at its  expense,  has caused  each of the  accounts
listed on Schedule 12 hereto to be Permitted Accounts on or prior to the Closing
Date and will take any  additional  actions with  respect to Permitted  Accounts
requested by the Administrative Agent prior to the Closing Date.

         (d) Each Grantor,  at its own expense,  has caused each  certificate of
title to the motor  vehicles  and other  rolling  stock set forth on Schedule 11
with a fair market value as of the Closing Date that exceeds $20,000 to be filed
at the  applicable  department  of  motor  vehicles,  to  perfect  the  security
interests granted to the  Administrative  Agent in such motor vehicles and other
rolling stock and will take any  additional  actions with respect to certificate
of title to motor  vehicles or rolling  stock set forth on Schedule 11 requested
by the Administrative Agent prior to the Effective Date.

         Further Actions.  (a)  At all times after the Effective Date, each
Grantor will, at its own expense, comply with the following:

                  (i) as to all  Receivables,  General  Intangibles,  Equipment,
         Inventory,  Pledged Securities and Deposit Accounts,  it will cause UCC
         financing statements and continuation  statements to be filed and to be
         on file in all applicable  jurisdictions  (except with respect to goods
         in transit) as required to perfect the  security  interests  granted to
         the Administrative Agent for the ratable benefit of the Secured Parties
         hereunder,  to the extent that  applicable law permits  perfection of a
         security interest by filing under the UCC;

                  (ii) as to all  Proceeds,  it  will  cause  all UCC  financing
         statements and continuation  statements filed in accordance with clause
         (i) above to  include a  statement  or a checked  box  indicating  that
         Proceeds of all items of Collateral described therein are covered;

                  (iii) upon the request of the  Administrative  Agent,  it will
         ensure that the provisions of Section 2.06 are complied with;

                  (iv) as to any Capital  Stock owned or  hereafter  acquired by
         any Grantor,  the applicable  Grantor will promptly  pledge and deliver
         the corresponding  certificates,  upon the acquisition or certification
         thereof,  or other  instruments  to the  Administrative  Agent  for the
         benefit of the Secured  Parties as part of the Pledged  Interests  duly
         endorsed  in a manner  reasonably  satisfactory  to the  Administrative
         Agent;

                  (v) as to any amount  payable under or in connection  with any
         of the  Collateral  which  shall be or shall  become  evidenced  by any
         promissory  note,  chattel paper or other  instrument,  the  applicable
         Grantor will promptly pledge and deliver such note or other  instrument
         to the  Administrative  Agent for the benefit of the Secured Parties as
         part of the Pledged Debt duly endorsed in a manner  satisfactory to the
         Administrative Agent;

                  (vi) as to all Real Estate  leased by a Grantor after the date
         hereof,  such Grantor shall use its best efforts to obtain waivers from
         the  landlords  of all such real estate,  substantially  in the form of
         Exhibit C hereto or in such  other form as shall be  acceptable  to the
         Agent;

                  (vii)  as to all  federally  registered  Patents,  Trademarks,
         Copyrights  and Licenses  hereafter  acquired by any  Grantor,  it will
         cause fully executed  Assignments of Security Interests,  substantially
         in the forms of Exhibits A and B hereto, as applicable,  to be received
         and recorded within 90 days after any such  acquisition with respect to
         Patents and  Trademarks  and within 60 days after any such  acquisition
         with respect to  Copyrights  by the United  States Patent and Trademark
         Office and the United States Copyright Office pursuant to 35 U.S.C. ss.
         261, 15 U.S.C. ss. 1060 or 17 U.S.C. ss. 205, as applicable, to protect
         the  validity  and  first  priority  of and to  perfect  a valid  first
         priority  security  interest  in favor of the  Administrative  Agent in
         respect of such hereafter acquired Patents, Trademarks,  Copyrights and
         Licenses to the extent that a security  interest  may be  perfected  by
         filing in the United States and its political subdivisions, territories
         and possessions pursuant to applicable federal law;

                  (viii) as to all  Licenses  entered into after the date hereof
         with any third party  licensor,  the  applicable  Grantor  will use its
         reasonable efforts to obtain all requisite consents or approvals by the
         licensor to effect the assignment of all of such Grantor's right, title
         and interest thereunder to the Administrative Agent or its designee and
         to effect the  sub-license  contemplated  under  Section  6.12 upon and
         during the  continuance  of an Event of Default and such Grantor  shall
         provide prompt written notice to the Administrative  Agent upon failure
         to obtain such consent or approval; and

                  (ix) as to any motor  vehicles or other rolling stock acquired
         by any Grantor  after the date  hereof,  such  Grantor  shall cause the
         security  interests granted hereunder to be noted on the certificate of
         title  thereof and promptly  deliver such  certificate  of title to the
         Administrative  Agent and take any other actions  necessary in order to
         perfect  the   Administrative   Agent's  security   interests  in  such
         certificate of title.

         (b)  Each  Grantor  will,  from  time to time  and at its own  expense,
execute,  deliver, file or record such financing statements pursuant to the UCC,
applications for certificates of title and such other  statements,  assignments,
instruments,  documents,  agreements  or other  papers and take any other action
that may be reasonably necessary or desirable,  or that the Administrative Agent
may  reasonably  request,  in order to  create,  preserve,  perfect,  confirm or
validate  the security  interests,  to enable the  Administrative  Agent and the
Secured  Parties to obtain the full benefits of this  Agreement or to enable the
Administrative  Agent to exercise  and  enforce  any of its  rights,  powers and
remedies hereunder,  including, without limitation, its right to take possession
of the  Collateral,  and will use its reasonable  efforts to obtain such waivers
from landlords and mortgagees as the Administrative Agent may request.

         (c) To the fullest extent permitted by law, each Grantor authorizes the
Administrative Agent (i) to sign and file financing and continuation  statements
and  amendments  thereto with respect to the  Collateral  without its  signature
thereon and, (ii) to the fullest extent permitted by law, file this Agreement in
any UCC  filing  jurisdiction  as a  financing  statement  with  respect  to the
Collateral.  In furtherance of the  foregoing,  each Grantor hereby  irrevocably
constitutes  and  appoints  the   Administrative   Agent,  with  full  power  of
substitution,  as its true and  lawful  attorney-in-fact  with full  irrevocable
power and  authority  in the place and stead of such  Grantor and in the name of
such  Grantor,  or in its own  name,  from  time  to time in the  Administrative
Agent's reasonable  discretion,  to execute,  deliver,  file or record financing
statements pursuant to the UCC as may be reasonably  necessary or desirable,  in
order to create, preserve, perfect, confirm or validate the security interests.

         Change of Name, Identity or Structure. No Grantor will change its name,
identity or  corporate  structure in any manner  except to the extent  expressly
permitted  under Section 7.4 of the Credit  Agreement.  Furthermore,  no Grantor
shall  change its name,  identity or  corporate  structure  unless it shall have
given the  Administrative  Agent at least 30 days' prior written  notice thereof
and shall  have  taken all  action  (or made  arrangements  to take such  action
substantially  simultaneously  with such change if it is impossible to take such
action in advance)  necessary or desirable or as may be reasonably  requested by
the  Administrative  Agent,  to amend any  financing  statement or  continuation
statement relating to the security interests granted hereby in order to preserve
such  security  interests  and to  effectuate  or maintain the priority  thereof
against all Persons.

         Place of Business and  Collateral.  No Grantor will change the location
of (a) any of its places of business,  (b) its chief executive office or (c) any
of the offices or other  locations where it keeps or holds any Collateral or any
records relating thereto from the applicable  location listed on Schedule 2 or 4
hereto (including the establishment of any new office or facility) unless, prior
to such change,  (i) it notifies the Administrative  Agent of such change,  (ii)
makes all UCC filings  required by Section 4.02 and (iii) takes all other action
reasonably   necessary  or  desirable  or  that  the  Administrative  Agent  may
reasonably  request,  to  preserve,  perfect,  confirm and protect the  security
interests  granted hereby. No Grantor will change the location of any Collateral
if such  change  would  cause  the  security  interest  granted  hereby  in such
Collateral to lapse or cease to be perfected.

         Fixtures.  No Grantor will permit any  Equipment to become a fixture to
real property  unless it shall have given the  Administrative  Agent at least 20
days'  prior  written  notice  thereof  and shall have taken all such action and
delivered or caused to be delivered to the Administrative  Agent all instruments
and documents,  including waivers and subordination  agreements by any landlords
and  mortgagees,  and filed all  financing  statements  necessary or  reasonably
requested  by the  Administrative  Agent,  to preserve  and protect the security
interest  granted  herein and to  effectuate  or maintain the  priority  thereof
against all Persons.

         Maintenance of Records.  Each Grantor will keep and maintain at its own
cost and expense complete books and records relating to the Collateral which are
satisfactory  to the  Administrative  Agent,  including a record of all payments
received and all credits  granted with respect to the  Collateral and all of its
other dealings with the  Collateral.  Each Grantor will mark its instruments and
chattel paper to evidence  this  Agreement  and the security  interests  granted
hereby.  For the  further  security  of the  Administrative  Agent and the other
Secured Parties,  each Grantor agrees that the Administrative Agent shall have a
special  property  interest in each  Grantor's  Documents and chattel paper and,
upon the  occurrence  and during the  continuance  of an Event of Default,  such
Grantor  shall  deliver  and turn  over any  Document  or  chattel  paper to the
Administrative  Agent or to its  representatives  at any time on  demand  of the
Administrative Agent.

         Compliance with Laws, etc. Each Grantor will comply with all applicable
statutes,  rules,  regulations,  and orders of, and all applicable  restrictions
imposed by, the United States of America,  foreign countries,  states, provinces
and  municipalities,  and of or by any  Governmental  Authority,  including  any
court,  arbitrator  or grand  jury,  in  respect  of the  Collateral  (including
Environmental  Laws),  except  such as are  being  contested  in good  faith  by
appropriate  proceedings  promptly initiated and diligently conducted so long as
such reserves or other appropriate  provisions,  if any, as shall be required by
GAAP in respect  thereof  shall have been made therefor or unless the failure to
so comply could not reasonably be expected to have a Material Adverse Effect.

         Payment of Taxes, etc. Each Grantor will pay all taxes, assessments and
other  governmental  charges or levies imposed upon the Collateral or in respect
of any of its income or profits  therefrom when the same become due and payable,
but in any event before any penalty or interest accrues thereon,  and all claims
(including  claims for labor,  services,  materials and supplies) for sums which
have become due and  payable  and which by law have or might  become a Lien upon
any of its properties or assets, and promptly reimburse the Administrative Agent
or any Secured Party for any such taxes, assessments,  charges or claims paid by
them;  provided  that no such tax,  assessment,  charge or claim need be paid or
reimbursed if being contested in good faith by appropriate  proceedings promptly
initiated and diligently conducted so long as such reserves or other appropriate
provision,  if any, as shall be required by GAAP in respect  thereof  shall have
been made therefor and be adequate in the good faith judgment of such Grantor.

         Compliance with Terms of Accounts, Contracts and Licenses. Each Grantor
will perform and comply with in all respects  all of its  obligations  under the
terms of all agreements  relating to the Collateral to which it is a party or by
which it is bound.

         Limitation on Liens on  Collateral.  No Grantor will create,  permit or
suffer to exist,  but will defend the Collateral and each Grantor's  rights with
respect thereto against and take such other action as is reasonably necessary to
remove,  any security interest,  encumbrance,  claim or other Lien in respect of
the Collateral  other than the security  interests  created under the Collateral
Documents and the Liens permitted under Section 7.2 of the Credit Agreement.

         Limitations on Modifications of Receivables and General Intangibles; No
Waivers or Extensions. No Grantor will (a) amend, modify, terminate or waive any
provision of any Receivable or General Intangible in any manner which might have
a material adverse effect on the value of such Receivable or General Intangible,
(b) fail to exercise or pursue  promptly and diligently  each and every material
right which it may have under each material Receivable and General Intangible or
(c) fail to deliver to the Administrative  Agent a copy of each material demand,
notice or document received by it relating in any way to any material Receivable
or General Intangible. No Grantor will, without the prior written consent of the
Administrative Agent, grant any extension of the time of payment of any material
Receivable  or amounts due under any material  General  Intangible,  compromise,
compound  or settle  the same for less than the full  amount  thereof,  release,
wholly or partly,  any Person liable for the payment thereof or allow any credit
or discount  whatsoever thereon other than trade discounts granted in the normal
course of business, except such as in the reasonable judgment of such Grantor is
advisable to enhance the collectability thereof.

         Maintenance  of Insurance.  The Grantors,  at their own expense,  shall
maintain or cause to be maintained insurance covering physical loss or damage to
the  Collateral in  accordance  with Section 6.6 of the Credit  Agreement.  Each
Grantor  irrevocably makes,  constitutes and appoints the  Administrative  Agent
(and all officers,  employees or agents designated by the Administrative  Agent)
as such Grantor's true and lawful agent (and  attorney-in-fact) for the purpose,
during the continuance of an Event of Default, of making, settling and adjusting
claims in respect of Collateral under policies of insurance,  endorsing the name
of such Grantor on any check, draft, instrument or other item of payment for the
proceeds of such  policies of insurance  and for making all  determinations  and
decisions  with  respect  thereto.  In the event that any Grantor at any time or
times shall fail to obtain or maintain any of the policies of insurance required
hereby  or  to  pay  any  premium  in  whole  or  part  relating  thereto,   the
Administrative  Agent  may,  without  waiving or  releasing  any  obligation  or
liability  of the  Grantors  hereunder  or any  Event  of  Default,  in its sole
discretion,  obtain and maintain such policies of insurance and pay such premium
and take any other  actions with  respect  thereto as the  Administrative  Agent
deems advisable.  All sums disbursed by the  Administrative  Agent in connection
with this Section 4.12, including reasonable and invoiced attorneys' fees, court
costs,  out-of-pocket  expenses and other  charges  relating  thereto,  shall be
payable,  upon demand, by the Grantors to the Administrative  Agent and shall be
additional Secured Obligations secured hereby.

         Limitations on Dispositions of Collateral.  No Grantor will directly or
indirectly  (through the sale of stock,  merger or  otherwise)  sell,  transfer,
lease or  otherwise  dispose  of any of the  Collateral,  or  attempt,  offer or
contract to do so,  except as permitted  under  Section  2.05.  The inclusion of
Proceeds of the Collateral  under the security  interests  granted under Section
2.01  shall not be deemed a consent by the  Administrative  Agent to any sale or
disposition of any Collateral other than as permitted by this Section 4.13.

         Periodic  Certification.  Each year,  at the time of delivery of annual
financial  statements  with  respect to the  preceding  fiscal year  pursuant to
Section  6.1(a) of the  Credit  Agreement,  each  Grantor  shall  deliver to the
Administrative  Agent a  certificate  executed  by a  financial  officer of such
Grantor (a) setting forth the information  required pursuant to Section 2 of the
Perfection  Certificate,  (b)  certifying  that all UCC financing  statements or
other appropriate filings, recordings or registrations, including all refilings,
rerecordings  and  reregistrations,  containing a description  of the Collateral
have been filed of record in each  governmental,  municipal or other appropriate
office in each  jurisdiction  identified  pursuant  to  clause  (a) above to the
extent  necessary to protect and perfect the security  interests  created  under
Section 2.01 and (c) certifying  that such Grantor has complied with all actions
required to be taken by such Grantor under Section 4.02(a).

         Notices. Each Grantor will advise the Administrative Agent promptly and
in  reasonable  detail  after it becomes  aware of, (a) any  security  interest,
encumbrance or claim made or other Lien asserted  against any of the Collateral,
(b)  any  material  change  in the  composition  of the  Collateral  and (c) the
occurrence of any other event which would have a material  adverse effect on the
aggregate  value of the Collateral or on the security  interests  granted to the
Administrative Agent in this Agreement.

         Change of Law. Each Grantor shall  promptly  notify the  Administrative
Agent in writing of any change in law known to it which (a) adversely affects or
will  adversely  affect the  validity,  perfection  or priority of the  security
interests  granted  hereby,  (b)  requires  or  will  require  a  change  in the
procedures  to be  followed  in order to maintain  and  protect  such  validity,
perfection  and  priority or (c) could  result in the  Administrative  Agent not
having a  perfected  security  interest  in any of the  Collateral  as  provided
herein.

         Right of  Inspection.  Each Grantor  will, at such  Grantor's  cost and
expense,  permit any representatives  designated by the Administrative  Agent or
the Required Lenders to visit and inspect the financial  records,  the Documents
or any of the other  Collateral of such Grantor at reasonable times and as often
as reasonably requested,  and to make extracts from and copies of such financial
records  or  Documents,  and  permit  any  representatives   designated  by  the
Administrative  Agent or the Required  Lenders to discuss the affairs,  finances
and  condition  of such  Grantor  with  the  officers  thereof  and  independent
accountants  therefor (with  representatives  of the Borrower  present unless an
Event of Default or Default has occurred and is continuing).

         Maintenance of Equipment. Each Grantor will, at its reasonable expense,
in all material respects  maintain the Equipment in standard industry  operating
condition, ordinary wear and tear excepted.

         Covenants  Regarding Patent,  Trademark and Copyright  Collateral.  (a)
Each Grantor (either itself or through its licensees or its sublicensees)  will,
for each  Trademark  material to the  conduct of such  Grantor's  business,  (i)
maintain  such  Trademark  in full force free from any claim of  abandonment  or
invalidity  for  non-use,  (ii)  maintain  the quality of products  and services
offered  under such  Trademark,  (iii)  display  such  Trademark  with notice of
federal  registration  to the extent  required  by  applicable  law and (iv) not
knowingly use or knowingly  permit the use of such Trademark in violation of any
third party rights.

         (b) Each Grantor  (either itself or through  licensees)  will, for each
Patent,  not intentionally do any act, or omit to do any act, whereby any Patent
which  is  material  to the  conduct  of  such  Grantor's  business  may  become
invalidated or dedicated to the public,  and shall continue to mark any products
covered  by a  Patent  with  the  relevant  patent  number  as  required  by the
applicable patent laws.

         (c) Each Grantor  (either itself or through  licensees)  will, for each
work covered by a material Copyright,  continue to publish, reproduce,  display,
adopt and  distribute  the work with  appropriate  copyright  notice as required
under the applicable copyright laws.

         (d) Each  Grantor  shall  notify  the  Administrative  Agent in writing
promptly if it knows that any Patent,  Trademark  or  Copyright  material to the
conduct of its business may become  abandoned or dedicated to the public,  or of
any adverse  determination or development  (including the institution of, or any
such determination or development in, any proceeding in the United States Patent
and Trademark  Office,  United States  Copyright  Office or any court) regarding
such  Grantor's  ownership of any Patent,  Trademark or Copyright,  its right to
register the same, or to keep and maintain the same.

         (e) In no event shall any Grantor,  either itself or through any agent,
employee, licensee or designee, file an application for any Patent, Trademark or
Copyright  with the United  States Patent and  Trademark  Office,  United States
Copyright  Office or any office or agency in any  political  subdivision  of the
United  States or in any other  country or any  political  subdivision  thereof,
unless it  promptly  informs the  Administrative  Agent in  writing,  and,  upon
request  of  the  Administrative  Agent,  executes  and  delivers  any  and  all
agreements,  instruments,  documents  and  papers  as  may  be  required  or the
Administrative  Agent may  reasonably  request to  evidence  the  Administrative
Agent's security interest in such Patent, Trademark or Copyright of such Grantor
relating  thereto or represented  thereby,  and each Grantor hereby appoints the
Administrative  Agent its attorney-in-fact to execute and file such writings for
the  foregoing  purposes,  all acts of such attorney  being hereby  ratified and
confirmed;  such power, being coupled with an interest, is irrevocable until the
Secured  Obligations are indefeasibly  paid in full in cash, the Commitments are
terminated and the  cancellation  or expiration of all Letters of Credit and the
reimbursement in full of all LOC Obligations.

         (f) Each Grantor will take all necessary steps that are consistent with
the practice in any  proceeding  before the United  States  Patent and Trademark
Office,  United States Copyright Office or any office or agency in any political
subdivision  of the  United  States or in any  other  country  or any  political
subdivision  thereof, to maintain and pursue each material  application relating
to the Patents,  Trademarks  and/or Copyrights (and to obtain the relevant grant
or registration)  and to maintain each  registration of the Patents,  Trademarks
and  Copyrights  which is material to the  conduct of such  Grantor's  business,
including the filing of applications for renewal,  affidavits of use, affidavits
of incontestability  and maintenance fees, and, if consistent with good business
judgment,  to initiate  opposition,  interference and  cancellation  proceedings
against third parties.

         (g) In the event that any Collateral consisting of a Patent,  Trademark
or  Copyright  material  to the  conduct of any  Grantor's  business is believed
infringed,  misappropriated  or diluted by a third  party,  such  Grantor  shall
notify the  Administrative  Agent immediately after it learns thereof and shall,
if  consistent  with good  business  judgment,  promptly  sue for  infringement,
misappropriation  or  dilution  and to  recover  any and all  damages  for  such
infringement,  misappropriation or dilution,  and take such other actions as are
appropriate under the circumstances to protect such Collateral.

         Reimbursement  Obligation.  Should any Grantor  fail to comply with the
provisions of this Agreement or any other  agreement  relating to the Collateral
such that the value of any Collateral or the validity, perfection, rank or value
of any  security  interest  granted to the  Administrative  Agent  hereunder  or
thereunder is thereby  diminished or  potentially  diminished or put at risk (as
reasonably determined by the Administrative  Agent), the Administrative Agent on
behalf of such Grantor may, but shall not be required to, effect such compliance
on behalf of such Grantor,  and such Grantor shall reimburse the  Administrative
Agent for the reasonable  costs thereof on demand,  and interest shall accrue on
any such unpaid  reimbursement  obligation  from the date the relevant costs are
incurred  until  reimbursement  thereof in full at the  applicable  default rate
provided in Section 3.1 of the Credit Agreement.

         Bank  Accounts.  None of the  Grantors  will  establish  after the date
hereof or  permit to exist any  demand,  time,  savings,  passbook,  collection,
operating,  investment or other like type of account  relating in any way to its
assets or business (except any Deposit Accounts or Prepayment  Accounts or other
cash  collateral  accounts  with   Administrative   Agent  required  under,  and
maintained in accordance  with, the Credit  Agreement)  without promptly causing
such account to be a Permitted  Account.  Subject to the  provisions  of Section
2.06 and the rights of the  Administrative  Agent under Article VI hereof,  each
Grantor  will  cause  the cash  proceeds  from its  Receivables  to be  promptly
deposited into a Permitted Account.

         Amendments  to  Schedules.  Each  Grantor has a  continuing  obligation
hereunder to amend,  revise and update, as need be, any and all schedules hereto
so that such schedules accurately reflect the information set forth therein.

                                    ARTICLE V

                   DISTRIBUTIONS ON PLEDGED SECURITIES; VOTING

         Right to Receive Distributions on Pledged Collateral; Voting.  (a) So
long as no Event of Default shall have occurred and be continuing:

                  (i) Each  Grantor  shall be entitled  to exercise  any and all
         voting and other consensual  rights pertaining to the Pledged Interests
         or any part  thereof  for any  purpose  permitted  by the terms of this
         Agreement and the Credit Agreement.

                  (ii) Each Grantor  shall be entitled to receive and retain any
         and all  dividends,  interest and principal paid in cash on the Pledged
         Securities  to the  extent  and  only  to the  extent  that  such  cash
         dividends,  interest and principal are permitted by, and otherwise paid
         in accordance  with, the terms and  conditions of the Credit  Agreement
         and applicable  laws. Other than pursuant to the first sentence of this
         paragraph (a)(ii), all principal,  all noncash dividends,  interest and
         principal, and all dividends, interest and principal paid or payable in
         cash or otherwise in connection with a partial or total  liquidation or
         dissolution, return of capital, capital surplus or paid-in surplus, and
         all other  distributions  made on or in respect of Pledged  Securities,
         whether paid or payable in cash or otherwise,  whether resulting from a
         subdivision, combination or reclassification of the outstanding Capital
         Stock of the issuer of any Pledged  Securities  or received in exchange
         for Pledged Securities or any part thereof,  or in redemption  thereof,
         or as a  result  of any  merger,  consolidation,  acquisition  or other
         exchange  of assets to which such  issuer may be a party or  otherwise,
         shall be and become  part of the  Collateral,  and,  if  received  by a
         Grantor,  shall not be commingled by such Grantor with any of its other
         funds or property but shall be held separate and apart therefrom, shall
         be held in trust for the benefit of the Administrative  Agent and shall
         be promptly  delivered to the Administrative  Agent, as Collateral,  in
         the form in which received (with any necessary endorsement).

                  (iii) The  Administrative  Agent shall execute and deliver (or
         cause to be executed and  delivered)  to each Grantor all such proxies,
         powers of  attorney,  consents,  ratifications  and  waivers  and other
         instruments as each Grantor may  reasonably  request for the purpose of
         enabling  each Grantor to exercise the voting and other rights which it
         is entitled to exercise  pursuant to paragraph (i) above and to receive
         the  dividends or interest  payments  which it is authorized to receive
         and retain pursuant to paragraph (ii) above.

         (b) Upon the  occurrence  and  during  the  continuance  of an Event of
Default:

                  (iv) All rights of any  Grantor to receive the  dividends  and
         interest payments which it would otherwise be authorized to receive and
         retain pursuant to Section 5.01(a)(ii) shall cease, and all such rights
         shall thereupon become vested in the  Administrative  Agent which shall
         thereupon  have the sole right to receive and hold as  Collateral  such
         dividends and interest payments.

                  (v) All dividends and interest  payments which are received by
         any Grantor contrary to the provisions of paragraph (i) of this Section
         5.01(b)   shall  be   received   in  trust  for  the   benefit  of  the
         Administrative  Agent,  shall be  segregated  from other  funds of such
         Grantor and shall be promptly paid over to the Administrative  Agent as
         Collateral  in  the  same  form  as so  received  (with  any  necessary
         endorsement).

         (c) Upon the  occurrence  and  during  the  continuance  of an Event of
Default,  all rights of each Grantor to exercise the voting and other consensual
rights  which it would  otherwise  be entitled  to exercise  pursuant to Section
5.01(a)(i) shall cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall thereupon have the sole right to exercise such
voting and other consensual rights.

                                   ARTICLE VI

                          REMEDIES; RIGHTS UPON DEFAULT

         UCC  Rights.  If any  Event  of  Default  shall  have  occurred  and be
continuing,  the  Administrative  Agent may, in addition to all other rights and
remedies  granted  to it in  this  Agreement  and in  any  other  instrument  or
agreement securing, evidencing or relating to the Secured Obligations,  exercise
all rights and  remedies of a secured  party under the UCC and all other  rights
available to the Administrative Agent at law or in equity.

         Payments   on   Collateral.   Without   limiting   the  rights  of  the
Administrative Agent under any other provision of this Agreement, if an Event of
Default shall occur and be continuing:

                  (a) The  Administrative  Agent may, or upon the request of the
         Administrative   Agent  each  Grantor  shall,  notify  Account  Debtors
         obligated  to make  payments  under any or all  Receivables  or General
         Intangibles that the Administrative Agent and the other Secured Parties
         have a security  interest in such Collateral and that payments shall be
         made directly to, or to a Cash  Collateral  Account  designated by, the
         Administrative  Agent. Each Grantor will use all reasonable  efforts to
         cause each Account Debtor to comply with the foregoing instruction.  In
         furtherance   of   the   foregoing,   each   Grantor   authorizes   the
         Administrative Agent (i) to ask for, demand, collect,  receive and give
         acquittances and receipts for any and all amounts due and to become due
         under any  Collateral  and, in the name of such Grantor or its own name
         or  otherwise,  (ii) to take  possession  of,  endorse  and collect any
         checks, drafts, notes, acceptances or other instruments for the payment
         of moneys due under any  Collateral and (iii) to file any claim or take
         any other  action in any court of law or equity or  otherwise  which it
         may deem  appropriate  for the  purpose of  collecting  any amounts due
         under any Collateral;

                  (b)  all  payments   received  by  any  Grantor  under  or  in
         connection with any of the Collateral  shall be held by such Grantor in
         trust for the  Administrative  Agent,  shall be  segregated  from other
         funds of such Grantor and shall  forthwith upon receipt by such Grantor
         be  turned  over  to the  Administrative  Agent,  in the  same  form as
         received  by  such  Grantor  (duly  indorsed  by  each  Grantor  to the
         Administrative  Agent, if required to permit collection  thereof by the
         Administrative Agent); and

                  (c) all such  payments  received by the  Administrative  Agent
         (whether  from a Grantor or otherwise)  may, in the sole  discretion of
         the  Administrative  Agent,  be held  by the  Administrative  Agent  as
         collateral  security  for,  and/or  then or at any time  thereafter  be
         applied in whole or in part by the Administrative  Agent to the payment
         of the expenses and Secured Obligations as set forth in Section 6.11.

         Possession of Collateral. In furtherance of the foregoing, each Grantor
expressly agrees that, if an Event of Default shall occur and be continuing, the
Administrative  Agent may (a) by judicial powers, or without judicial process if
it can be done without breach of the peace, enter any premises where any of such
Collateral is located,  and without charge to the Administrative Agent seize and
remove such Collateral from such premises and (b) have access to and use of such
Grantor's Documents.

         Sale of Collateral.  (a) Each Grantor expressly agrees that if an Event
of Default shall occur and be  continuing,  the  Administrative  Agent,  without
demand of  performance  or other demand or notice of any kind (except the notice
specified  below of the time and  place of any  public or  private  sale) to any
Grantor or any other  Person  (all of which  demands  and/or  notices are hereby
waived by each Grantor), may forthwith collect, receive, appropriate and realize
upon the Collateral  and/or  forthwith sell,  lease,  assign,  give an option or
options to purchase or  otherwise  dispose of and  deliver  the  Collateral  (or
contract  to do so) or any part  thereof  in one or more  parcels  at  public or
private  sale,  at  any  exchange,  broker's  board  or at  any  office  of  the
Administrative  Agent or elsewhere in such manner as is commercially  reasonable
and as the  Administrative  Agent  may deem  best,  for cash or on credit or for
future delivery without assumption of any credit risk. The Administrative  Agent
or any Secured  Party shall have the right upon any such public sale and, to the
extent  permitted by law,  upon any such private  sale, to purchase the whole or
any  part of the  Collateral  so  sold.  Each  Grantor  further  agrees,  at the
Administrative  Agent's  request,  to assemble  the  Collateral,  and to make it
available to the Administrative  Agent at places which the Administrative  Agent
may reasonably  select.  To the extent permitted by applicable law, each Grantor
waives all claims,  damages and demands against the Administrative  Agent or any
Secured Party arising out of the foreclosure, repossession, retention or sale of
the Collateral.

         (b) Unless the Collateral  threatens to decline  quickly in value or is
of a type  customarily sold in a recognized  market,  the  Administrative  Agent
shall give such  Grantor 10 days'  written  notice of its  intention to make any
such  public or  private  sale or sale at a  broker's  board or on a  securities
exchange. Such notice shall (i) in the case of a public sale, state the time and
place fixed for such sale,  (ii) in the case of a sale at a broker's board or on
a securities  exchange,  state the board or exchange at which such sale is to be
made and the day on which the  Collateral,  or any portion  thereof  being sold,
will first be offered  for sale and (iii) in the case of a private  sale,  state
the day after which such sale may be consummated. The Administrative Agent shall
not be required or obligated to make any such sale  pursuant to any such notice.
The  Administrative  Agent may adjourn  any public or private  sale or cause the
same to be  adjourned  from time to time by  announcement  at the time and place
fixed for the sale,  and such sale may be made at any time or place to which the
same  may be so  adjourned.  In the  case of any  sale of all or any part of the
Collateral  for credit or for future  delivery,  the  Collateral  so sold may be
retained by the  Administrative  Agent  until the  selling  price is paid by the
purchaser thereof, but the Administrative Agent shall not incur any liability in
case of failure of such  purchaser to pay for the Collateral so sold and, in the
case of such failure, such Collateral may again be sold upon like notice.

         Rights of Purchasers.  Upon any sale of the Collateral  (whether public
or private),  the Administrative  Agent shall have the right to deliver,  assign
and transfer to the purchaser  thereof the  Collateral so sold.  Each  purchaser
(including the  Administrative  Agent and the other Secured Parties) at any such
sale shall hold the  Collateral so sold free from any claim or right of whatever
kind,  including  any equity or right of  redemption  of any  Grantor,  and each
Grantor,  to the extent permitted by law, hereby  specifically waives all rights
of redemption,  including the right to redeem the Collateral  under ss. 9-506 of
the UCC,  and any right to a judicial or other stay or approval  which it has or
may have under any law now existing or hereafter adopted.

         Additional Rights of the Administrative  Agent. Upon the occurrence and
during the continuance of an Event of Default:

                  (a) The Administrative Agent shall have the right and power to
         institute  and  maintain  such  suits  and  proceedings  as it may deem
         appropriate  to protect  and  enforce  the rights  vested in it by this
         Agreement  and may  proceed  by suit or  suits at law or in  equity  to
         enforce such rights and to foreclose  upon and sell the  Collateral  or
         any part  thereof  pursuant  to the  judgment  or  decree of a court of
         competent jurisdiction.

                  (b) The Administrative Agent shall, to the extent permitted by
         law and without regard to the solvency or insolvency at the time of any
         Person then liable for the payment of any of the Secured Obligations or
         the then value of the Collateral,  and without  requiring any bond from
         any party to such  proceedings,  be  entitled to the  appointment  of a
         special receiver or receivers (who may be the  Administrative  Agent or
         any other Secured Party) for the Collateral or any part thereof and for
         the rents, issues, tolls, profits, royalties, revenues and other income
         therefrom,  which  receiver  shall have such powers as the court making
         such appointment  shall confer,  and to the entry of an order directing
         that the rents, issues, tolls, profits,  royalties,  revenues and other
         income  of the  property  constituting  the  whole  or any  part of the
         Collateral be segregated,  sequestered and impounded for the benefit of
         the  Administrative  Agent  and the  other  Secured  Parties,  and each
         Grantor  irrevocably  consents to the  appointment  of such receiver or
         receivers and to the entry of such order.

         Securities  Act,  etc.  (a) In view of the  position of the  applicable
Grantor in relation to its Pledged  Securities,  or because of other  present or
future circumstances,  a question may arise under the Securities Act of 1933, as
now or hereafter in effect,  or any similar statute  hereafter enacted analogous
in purpose or effect (such Act and any such similar statute as from time to time
in effect being herein called the "Federal  Securities  Laws"),  with respect to
any  disposition of the Pledged  Securities  permitted  hereunder.  Each Grantor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the  Administrative  Agent if the  Administrative
Agent were to attempt to dispose of all or any part of the  Pledged  Securities,
and might also  limit the extent to which or the manner in which any  subsequent
transferee of any such Pledged Securities could dispose of the same.  Similarly,
there  may  be  other  legal   restrictions   or   limitations   affecting   the
Administrative  Agent and the other Secured Parties in any attempt to dispose of
all or part of the Pledged  Securities  under applicable blue sky or other state
securities  laws or similar laws  analogous  in purpose or effect.  Accordingly,
each Grantor expressly agrees that the  Administrative  Agent is authorized,  in
connection with any sale of the Pledged Securities,  if the Administrative Agent
deems it  advisable  so to do, (i) to  restrict  the  prospective  bidders on or
purchasers of any of the Pledged Securities to a limited number of sophisticated
investors who will  represent and agree that they are  purchasing  for their own
account for investment and not with a view to the distribution or sale of any of
such Pledged  Securities,  (ii) to cause to be placed on certificates for any or
all of the Pledged  Securities or on any other  securities  pledged  hereunder a
legend  to the  effect  that such  security  has not been  registered  under the
Federal  Securities  Laws  and  may  not  be  disposed  of in  violation  of the
provisions  of the  Federal  Securities  Laws and  (iii) to  impose  such  other
limitations or conditions in connection with any such sale as the Administrative
Agent  deems  necessary  or  advisable  in order  to  comply  with  the  Federal
Securities Laws or any other law. Each Grantor covenants and agrees that it will
execute  and  deliver  such   documents  and  take  such  other  action  as  the
Administrative  Agent deems reasonably necessary or advisable in order to comply
with the Federal Securities Laws or any other law. Each Grantor acknowledges and
agrees that such limitations may result in prices and other terms less favorable
to the seller than if such  limitations were not imposed,  and,  notwithstanding
such limitations, agrees that any such sale shall be deemed to have been made in
a commercially  reasonable  manner, it being the agreement of each Grantor,  the
Administrative  Agent and the other Secured  Parties that the provisions of this
Section 6.07(a) will apply  notwithstanding the existence of a public or private
market upon which the  quotations or sales prices may exceed  substantially  the
price at which the  Administrative  Agent  sells  the  Pledged  Securities.  The
Administrative Agent shall be under no obligation to delay a sale of any Pledged
Securities for a period of time necessary to permit the issuer of any securities
contained therein to register such securities under the Federal Securities Laws,
or under  applicable state securities laws, even if the issuer would agree to do
so.

         (b) If the  Administrative  Agent shall determine to exercise its right
to sell all or any of the  Pledged  Securities  and if in the opinion of counsel
for the  Administrative  Agent  it is  necessary,  or if in the  opinion  of the
Administrative  Agent it is necessary,  to have the  securities  included in the
Pledged  Securities  or the  portion  thereof  to be sold  registered  under the
provisions  of the Federal  Securities  Laws,  each Grantor  agrees,  at its own
expense,  (i) to execute and deliver, and to use its reasonable efforts to cause
each  Consolidated  Party and its directors and officers to execute and deliver,
all such instruments and documents, and to do or cause to be done all other such
acts and  things,  as may be  necessary  or, in the  reasonable  opinion  of the
Administrative Agent, advisable to register such securities under the provisions
of the Federal Securities Laws and to cause the registration  statement relating
thereto  to  become  effective  and to  remain  effective  for  such  period  as
prospectuses  are  required by law to be  furnished,  and to make or cause to be
made all amendments and supplements thereto and to the related prospectus which,
in the  reasonable  opinion  of  the  Administrative  Agent,  are  necessary  or
advisable,  all in conformity with the  requirements  of the Federal  Securities
Laws and the rules and  regulations of the  Securities  and Exchange  Commission
thereunder, (ii) to use its reasonable efforts to cause the Borrower to agree to
prepare,  and to make available to its security  holders as soon as practicable,
an earnings  statement  (which need not be  audited)  covering  the period of at
least 12 months  beginning  with the first month after the effective date of any
such registration statement, which earning statement will satisfy the provisions
of Section 11(a) of the Federal  Securities  Laws,  (iii) to use its  reasonable
efforts to qualify such  securities  under state blue sky or securities laws and
to obtain the  approval  of any  governmental  authorities  for the sale of such
securities as requested by the  Administrative  Agent and (iv) at the request of
the  Administrative  Agent,  to indemnify and hold  harmless the  Administrative
Agent, each other Secured Party and any underwriters (and any person controlling
any of the foregoing) from and against any loss,  liability,  claim,  damage and
expense (and reasonable counsel fees incurred in connection therewith) under the
Federal  Securities Laws or otherwise  insofar as such loss,  liability,  claim,
damage or expense arises out of or is based upon any untrue statement or alleged
untrue statement of a material fact contained in such registration  statement or
prospectus or any amendment or supplement  thereto, or arises out of or is based
upon any omission or alleged  omission to state therein a material fact required
to be stated or necessary to make the statements  therein not  misleading,  such
indemnification  to remain operative  regardless of any investigation made by or
on  behalf  of  the  Administrative  Agent,  any  other  Secured  Party  or  any
underwriters  (or any person  controlling any of the  foregoing);  provided that
such  Grantor  shall not be liable in any case to the extent that any such loss,
liability,  claim,  damage  or  expense  arises  out of or is based on an untrue
statement or alleged untrue statement or an omission or an alleged omission made
in reliance upon and in conformity  with written  information  furnished to such
person by the Administrative Agent or any underwriter  expressly for use in such
registration statement or prospectus.

         Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the
Administrative  Agent in this Agreement is intended to be exclusive of any other
remedy or remedies,  but every such remedy shall be  cumulative  and shall be in
addition to every other remedy conferred herein or now or hereafter  existing at
law, in equity or by statute.

         (b) If the  Administrative  Agent shall have  proceeded  to enforce any
right,  remedy  or  power  under  this  Agreement  and  the  proceeding  for the
enforcement  thereof shall have been discontinued or abandoned for any reason or
shall have been determined  adversely to the Administrative  Agent, each Grantor
and  the  Administrative  Agent  shall,  subject  to any  determination  in such
proceeding, severally and respectively be restored to their former positions and
rights under this Agreement,  and thereafter all rights,  remedies and powers of
the  Administrative  Agent shall continue as though no such proceedings had been
taken.

         (c) All rights of action  under this  Agreement  may be enforced by the
Administrative  Agent without the  possession of any  instrument  evidencing any
Secured  Obligation or the production  thereof at any trial or other  proceeding
relative thereto,  and any suit or proceeding  instituted by the  Administrative
Agent shall be brought in its name and any judgment shall be held as part of the
Collateral.

         Waiver and Estoppel. (a) Each Grantor, to the extent it may lawfully do
so, agrees that it will not at any time in any manner  whatsoever  claim or take
the  benefit or  advantage  of any  appraisement,  valuation,  stay,  extension,
moratorium,  turnover or  redemption  law, or any law now or  hereafter in force
permitting  it to direct the order in which the  Collateral  shall be sold which
may delay,  prevent or otherwise  affect the  performance or enforcement of this
Agreement  and each Grantor  hereby waives the benefits or advantage of all such
laws,  and covenants  that it will not hinder,  delay or impede the execution of
any power granted to the Administrative  Agent in this Agreement but will permit
the execution of every such power as though no such law were in force;  provided
that  nothing  contained  in this Section 6.09 shall be construed as a waiver of
any rights of such Grantor under any applicable federal bankruptcy law.

         (b) Each  Grantor,  to the extent it may  lawfully  do so, on behalf of
itself  and all  who may  claim  through  or  under  it,  including  any and all
subsequent creditors,  vendees,  assignees and lienors,  waives and releases all
rights to demand or to have any  marshalling  of the  Collateral  upon any sale,
whether  made under any power of sale  granted  herein or  pursuant  to judicial
proceedings  or upon any  foreclosure  or any  enforcement of this Agreement and
consents and agrees that all of the  Collateral  may at any such sale be offered
and sold as an entirety.

         (c)  Each  Grantor,  to the  extent  it  may  lawfully  do  so,  waives
presentment,  demand,  protest  and  any  notice  of any  kind  (except  notices
explicitly  required hereunder) in connection with this Agreement and any action
taken by the Administrative Agent with respect to the Collateral.

         Power of Attorney.  Each Grantor  hereby  irrevocably  constitutes  and
appoints the Administrative Agent, with full power of substitution,  as its true
and lawful  attorney-in-fact  with full  irrevocable  power and authority in the
place and stead of such  Grantor  and in the name of such  Grantor or in its own
name, from time to time in the Administrative  Agent's reasonable discretion for
the purpose of  carrying  out the terms of this  Agreement,  to take any and all
appropriate  action and to execute any and all documents and  instruments  which
may be necessary or desirable to accomplish  the purposes of this Agreement and,
without   limiting  the   generality   of  the   foregoing,   hereby  gives  the
Administrative  Agent the power and right,  on behalf of such  Grantor,  without
notice to or assent by such Grantor to do the following:

                  (a) upon the  occurrence  and  during the  continuance  of any
         Event of Default, to pay or discharge taxes, liens,  security interests
         or other  encumbrances  levied or placed on or  threatened  against the
         Collateral;

                  (b) upon the  occurrence  and  during the  continuance  of any
         Event of Default,  to effect any repairs or any insurance called for by
         the terms of this  Agreement and to pay all or any part of the premiums
         therefor and the costs thereof; and

                  (c) upon the  occurrence  and  during the  continuance  of any
         Event  of  Default  and  otherwise  to  the  extent  provided  in  this
         Agreement,  (i) to direct any party liable for any payment under any of
         the  Collateral  to make  payment of any and all moneys due and to come
         due  thereunder  directly  to  the  Administrative   Agent  or  as  the
         Administrative  Agent  shall  direct,  (ii) to  receive  payment of and
         receipt  for any and all  moneys,  claims and other  amounts due and to
         become due at any time in respect of or arising out of any  Collateral,
         (iii) to sign and indorse any invoices, freight or express bills, bills
         of lading,  storage or  warehouse  receipts,  drafts  against  debtors,
         assignments,  verifications and notices in connection with accounts and
         other  documents  relating  to the  Collateral,  (iv) to  commence  and
         prosecute any suits,  actions or proceedings at law or in equity in any
         court of  competent  jurisdiction  to  collect  the  Collateral  or any
         thereof and to enforce  any other  right in respect of any  Collateral,
         (v) to defend  any suit,  action or  proceeding  brought  against  such
         Grantor with respect to any Collateral,  (vi) to settle, compromise and
         adjust  any  suit,  action  or  proceeding   described  above  and,  in
         connection  therewith,  to give  such  discharges  or  releases  as the
         Administrative Agent may deem appropriate,  (vii) to assign any Patent,
         Trademark  or  Copyright  (along with the  goodwill of the  business to
         which  such  Trademark  pertains),  for  such  term or  terms,  on such
         conditions,  and in such manner, as the  Administrative  Agent shall in
         its sole  discretion  determine,  (viii) to  license  or, to the extent
         permitted by any applicable law, sub-license,  whether general, special
         or otherwise,  and whether on an exclusive or non-exclusive  basis, any
         Patent,  Trademark or Copyright,  throughout the world for such term or
         terms, on such conditions,  and in such manner,  as the  Administrative
         Agent shall  determine and (ix)  generally to sell,  transfer,  pledge,
         make any  agreement  with respect to or otherwise  deal with any of the
         Collateral as fully and completely as though the  Administrative  Agent
         were the absolute  owner  thereof for all  purposes,  and to do, at the
         option of the Administrative  Agent and each Grantor's expense,  at any
         time,   or  from  time  to  time,   all  acts  and  things   which  the
         Administrative  Agent deems  necessary to protect,  preserve or realize
         upon the Collateral and the  Administrative  Agent's security  interest
         therein, in order to effect the intent of this Agreement,  all as fully
         and effectively as such Grantor might do.

         Each Grantor hereby  ratifies all that such attorneys shall lawfully do
or cause to be done by virtue hereof.  This power of attorney is a power coupled
with an interest and shall be irrevocable.

         Except as  provided  for by law or the UCC or its  equivalent,  nothing
herein   contained   shall  be  construed  as   requiring  or   obligating   the
Administrative  Agent to make any  commitment  or to make any  inquiry as to the
nature or sufficiency of any payment received by the Administrative Agent, or to
present or file any claim or notice,  or to take any action with  respect to the
Collateral  or any part  thereof  or the  moneys due or to become due in respect
thereof  or  any  property  covered   thereby,   and  no  action  taken  by  the
Administrative  Agent or omitted to be taken with respect to the  Collateral  or
any part thereof shall give rise to any defense, counterclaim or offset in favor
of any Grantor or to any claim or action against the Administrative Agent. It is
understood and agreed that the  appointment of the  Administrative  Agent as the
agent of each  Grantor for the  purposes set forth above in this Section 6.10 is
coupled with an interest and is irrevocable. The provisions of this Section 6.10
shall in no event relieve any Grantor of any of its  obligations  hereunder with
respect to the  Collateral  or any part thereof or impose any  obligation on the
Administrative  Agent to proceed in any  particular  manner with  respect to the
Collateral  or any  part  thereof,  or in any  way  limit  the  exercise  by the
Administrative Agent of any other or further right which it may have on the date
of this Agreement or hereafter, whether hereunder or by law or otherwise.

         Application of Proceeds.  (a) The Administrative  Agent shall apply the
proceeds of any collection or sale of the Collateral,  as well as any Collateral
consisting of cash, as provided in Section 3.14(b) of the Credit Agreement.  The
Administrative   Agent  shall  have  absolute  discretion  as  to  the  time  of
application  of any such  proceeds,  moneys or balances in accordance  with this
Agreement.  Upon  any  sale  of  the  Collateral  by  the  Administrative  Agent
(including  pursuant  to a power of sale  granted by statute or under a judicial
proceeding),  the receipt of the  Administrative  Agent or of the officer making
the sale shall be a sufficient  discharge to the  purchaser or purchasers of the
Collateral so sold and such  purchaser or  purchasers  shall not be obligated to
see to the  application  of any  part of the  purchase  money  paid  over to the
Administrative  Agent  or  such  officer  or be  answerable  in any  way for the
misapplication thereof.

         (b) In the  event  that  the  proceeds  of  any  collection,  recovery,
receipt, appropriation, realization or sale as aforesaid are insufficient to pay
all amounts to which the  Administrative  Agent or any or all of the Lenders are
legally entitled, the Borrower will be liable for the deficiency,  together with
interest thereon,  at the applicable default rate provided in Section 3.1 of the
Credit  Agreement,  and the  reasonable  fees of any  attorneys  employed by the
Administrative  Agent or any or all of the Lenders to collect  such  deficiency,
pursuant to the Credit Agreement.

         Grant of License or Sub-License to Use Patent, Trademark, Copyright and
License  Collateral.  For the purpose of enabling  the  Administrative  Agent to
exercise  rights  and  remedies  under  this  Article  VI at  such  time  as the
Administrative  Agent  shall be lawfully  entitled  to exercise  such rights and
remedies, each Grantor hereby grants to the Administrative Agent an irrevocable,
non-exclusive   license   (exercisable  without  payment  of  royalty  or  other
compensation  to such  Grantor)  to use,  license  or  sub-license  any  Patent,
Trademark,  Copyright or License now owned or licensed or hereafter  acquired or
licensed by such Grantor, and wherever the same may be located, and including in
such license  reasonable  access to all media in which any of the licensed items
may be recorded or stored and to all computer software and programs used for the
compilation or printout  thereof.  The use of such license or sub-license by the
Administrative  Agent shall be  exercised,  at the option of the  Administrative
Agent,  only upon the  occurrence  and the  continuance  of an Event of Default;
provided that any license,  sub-license or other transaction entered into by the
Administrative Agent in accordance herewith shall be binding upon the applicable
Grantor  notwithstanding  any  subsequent  cure  of an  Event  of  Default.  The
Administrative  Agent  agrees to apply the net proceeds  received  from any such
license as provided in Section 6.11 hereof;  provided that no such license shall
be  conferred  hereby with  respect to any Patents,  Trademarks  and  Copyrights
licensed by the Grantors from any unaffiliated  third party if and to the extent
that the terms of the applicable  License to which such Grantor is a party would
prohibit such license to the Administrative Agent.

                                   ARTICLE VII

                                  MISCELLANEOUS

         Notices. Except as otherwise expressly provided herein, all notices and
other  communications shall have been duly given and shall be effective (a) when
delivered,  (b) when transmitted via telecopy (or other facsimile device) to the
number set forth below,  (c) on the Business Day  following the day on which the
same has been delivered  prepaid to a reputable  national  overnight air courier
service or (d) on the third  Business Day following the day on which the same is
sent by certified  or  registered  mail,  postage  prepaid,  in each case to the
respective parties at the address,  in the case of the Borrower,  the Parent and
the  Administrative  Agent,  set forth in Section 10.1 of the Credit  Agreement,
and, in the case of any other Grantor, on the signature pages hereof, or at such
other  address as such party may specify by written  notice to the other parties
hereto.

         Benefit of Agreement. This Agreement shall be binding upon and inure to
the benefit of and be enforceable  by the  respective  successors and assigns of
the parties  hereto;  provided  that none of the Grantors may assign or transfer
any of its interests and  obligations  without prior written  consent of all the
Lenders  (and any such  purported  assignment  or transfer  without such consent
shall be void);  provided  further  that the rights of each Lender to  transfer,
assign or grant participations in its rights and/or obligations  hereunder shall
be  limited as set forth in Section  10.3(b) of the Credit  Agreement.  Upon the
assignment  by any Lender of all or any  portion  of its rights and  obligations
under the Credit Agreement  (including all or any portion of its Commitments and
the Loans owing to it) to any other  Person,  such other Person shall  thereupon
become  vested  with  all  the  benefits  in  respect  thereof  granted  to such
transferor or assignor herein or otherwise.

         No Waiver; Remedies Cumulative.  No failure or delay on the part of the
Administrative  Agent or any other Secured Party in exercising any right,  power
or privilege hereunder and no course of dealing between the Administrative Agent
or any other  Secured  Party and any of the Credit  Parties  shall  operate as a
waiver thereof;  nor shall any single or partial exercise of any right, power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise  of any other  right,  power or  privilege  hereunder.  The  rights and
remedies of the Administrative Agent and the other Secured Parties hereunder are
cumulative and not exclusive of any rights or remedies which the  Administrative
Agent or any other Secured Party would  otherwise  have at law or otherwise.  No
notice to or demand on any Credit  Party in any case shall  entitle the Borrower
or any other Credit Party to any other or further notice or demand in similar or
other  circumstances or constitute a waiver of the rights of the  Administrative
Agent or the  other  Secured  Parties  to any  other or  further  action  in any
circumstances without notice or demand.

         Amendments, Waivers and Consents. Neither this Agreement nor any of the
terms  hereof  may be  amended,  modified  or  waived,  unless  such  amendment,
modification  or waiver is in writing  and is entered  into in  accordance  with
Section 10.6 of the Credit Agreement; provided, however, that this Agreement may
be  amended,  modified  or waived  with  respect to any  Grantor,  including  by
releasing any Grantor  hereunder,  without the approval of any other Grantor and
without affecting the obligations of any other Grantor hereunder.

         Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same  instrument.  It shall not be
necessary in making proof of this  Agreement to produce or account for more than
one such  counterpart for each of the parties  hereto.  Delivery by facsimile by
any of the parties hereto of an executed  counterpart of this Agreement shall be
as effective as an original  executed  counterpart  hereof and shall be deemed a
representation  that an original executed  counterpart hereof will be delivered,
but the failure to deliver a manually executed  counterpart shall not affect the
validity, enforceability or binding effect of this Agreement.

         Headings.  Section  headings and the Table of Contents  used herein are
for convenience of reference only, are not part of this Agreement and are not to
affect the construction  of, or to be taken into  consideration in interpreting,
this Agreement.

         Survival.  All indemnities set forth herein shall survive the execution
and  delivery of this  Agreement,  the making of the Loans,  the issuance of the
Letters  of  Credit,  the  repayment  of the Loans,  LOC  Obligations  and other
obligations under the Credit Documents, the termination of the Commitments,  and
the termination of this Agreement.  All  representations  and warranties made by
the Grantors herein shall survive delivery of the Notes, the making of the Loans
under the Credit  Agreement  and the issuance of the Letters of Credit under the
Credit Agreement.

         Governing Law;  Submission to  Jurisdiction;  Venue. (a) THIS AGREEMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES  HEREUNDER AND THEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED  AND  INTERPRETED  IN ACCORDANCE  WITH THE LAWS OF THE
STATE OF NEW YORK. Any legal action or proceeding with respect to this Agreement
may be brought in the courts of the State of New York in New York County,  or of
the United States for the Southern  District of New York,  and, by execution and
delivery of this Agreement,  each of the Grantors hereby irrevocably accepts for
itself  and in respect  of its  property,  generally  and  unconditionally,  the
nonexclusive  jurisdiction of such courts. Nothing herein shall affect the right
of the  Administrative  Agent or any  Lender  to  serve  process  in any  manner
permitted  by law or to  commence  legal  proceedings  or to  otherwise  proceed
against any Credit Party in any other jurisdiction.

         (b) Each of the Grantors hereby  irrevocably waives any objection which
it may now or  hereafter  have to the  laying  of venue of any of the  aforesaid
actions or  proceedings  arising  out of or in  connection  with this  Agreement
brought in the courts  referred to in  subsection  (a) above and hereby  further
irrevocably  waives  and agrees not to plead or claim in any such court that any
such  action or  proceeding  brought  in any such  court has been  brought in an
inconvenient forum.

         (c) TO THE  EXTENT  PERMITTED  BY  LAW,  EACH  OF THE  GRANTORS  HEREBY
IRREVOCABLY  WAIVES  ALL  RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR
COUNTERCLAIM  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS
CONTEMPLATED HEREBY.

         Severability.  If any  provision of this  Agreement is determined to be
illegal,  invalid or unenforceable  with respect to any Grantor,  such provision
shall be fully  severable as to such Grantor and the remaining  provisions  (and
such provision as to all other  Grantors)  shall remain in full force and effect
and  shall be  construed  without  giving  effect  to the  illegal,  invalid  or
unenforceable  provisions as to such Grantor.  The parties hereto shall endeavor
in  good-faith  negotiations  to replace the invalid,  illegal or  unenforceable
provisions with valid  provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

         Entirety.  This  Agreement,  the other Credit  Documents and the Lender
Hedging Agreements, if any, represent the entire agreement of the parties hereto
and thereto  regarding  the subject  matter hereof and thereof and supersede all
prior  agreements  and  understandings,  oral or written,  if any (including any
commitment letters or correspondence)  relating to such subject matters. Nothing
in this  Agreement,  expressed or implied,  is intended to confer upon any party
(other than the parties  hereto and thereto and the other  Secured  Parties) any
rights,  remedies,  obligations  or  liabilities  under  or by  reason  of  this
Agreement.

         Binding Effect; Termination.  (a) This Agreement shall become effective
at such time on or after the Effective  Date when it shall have been executed by
any Grantor and the Administrative  Agent and thereafter this Agreement shall be
binding upon and inure to the benefit of the Grantors,  the Administrative Agent
and their respective permitted successors and assigns.

         (b) The term of this Agreement shall be until no Loans, LOC Obligations
or any  other  amounts  payable  hereunder  or  under  any of the  other  Credit
Documents shall remain  outstanding,  no Letters of Credit shall be outstanding,
all of the Credit Obligations have been irrevocably satisfied in full and all of
the  Commitments  shall have  expired or been  terminated.  Except as  otherwise
expressly  provided  herein,  this Agreement  shall  terminate when the security
interests granted hereunder have terminated and the Collateral has been released
as provided in Section 2.08(b).

         Conflict.  To the  extent  that there is a  conflict  or  inconsistency
between any provision  hereof,  on the one hand, and any provision of the Credit
Agreement, on the other hand, the Credit Agreement shall control.

         Joinder  Agreement.  Upon execution and delivery by the  Administrative
Agent and a  Domestic  Subsidiary  of any  Credit  Party of a Joinder  Agreement
substantially  in the form of Exhibit E to the Credit  Agreement,  such Domestic
Subsidiary shall become a Grantor hereunder with the same force and effect as if
originally  named as a Grantor  herein.  The  execution and delivery of any such
instrument  shall not require the consent of any other  Grantor  hereunder.  The
rights and obligations of each Grantor  hereunder shall remain in full force and
effect  notwithstanding  the  addition  of any new  Grantor  as a party  to this
Agreement.

         Right of Set-Off.  Upon the occurrence and during the continuance of an
Event of Default,  each Lender (and each of its Affiliates) is authorized at any
time and from time to time,  to the fullest  extent  permitted  by law,  without
presentment,  demand,  protest or other  notice of any kind (all of which rights
being hereby expressly waived),  to set-off and to appropriate and apply any and
all deposits (general or special, time or demand,  provisional or final) and any
other indebtedness at any time held or owing by such Lender (including branches,
agencies or Affiliates of such Lender wherever  located) to or for the credit or
the account of any Grantor  against  obligations and liabilities of such Grantor
to such Lender (and its Affiliates) hereunder,  under the Notes, under the other
Credit  Documents  or  otherwise,   irrespective  of  whether  such  Lender  (or
Affiliate) shall have made any demand  hereunder and although such  obligations,
liabilities or claims, or any of them, may be contingent or unmatured.  Any such
set-off shall be deemed to have been made  immediately upon the occurrence of an
Event of Default even though such charge is made or entered on the books of such
Lender subsequent thereto.  Each Lender agrees promptly to notify the applicable
Grantor  after any such set-off and  application  made by such Lender (or any of
its Affiliates);  provided,  however, that the failure to give such notice shall
not affect the validity of such set-off and application. Any Person purchasing a
Participation  Interest in the Loans and Commitments  pursuant to the applicable
provisions  of the Credit  Agreement  may  exercise  all  rights of setoff  with
respect to its Participation  Interest as fully as if such Person were a Lender.
The rights of each Lender (and its  Affiliates)  under this  Section 7.14 are in
addition to (and not in limitation of) any other rights and remedies  (including
other  rights of  set-off)  that such  Lender may have under  applicable  law or
otherwise.

                           [Signature Page to Follow]


<PAGE>



         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this  Agreement to be duly  executed and delivered as of the date first above
written.

BORROWER:         .........           ISG RESOURCES, INC.,
                                      a Utah corporation

                                      By:___________________________
                                      Name:_________________________
                                      Title:________________________

PARENT:           .........           INDUSTRIAL SERVICES GROUP, INC.,
                                      a Delaware corporation

                                      By:____________________________
                                      Name:__________________________
                                      Title:_________________________

ADMINISTRATIVE AGENT:......           BANK OF AMERICA, N. A.,
                                      in its capacity as Administrative Agent

                                      By:____________________________
                                      Name:__________________________
                                      Title:_________________________

SUBSIDIARY GRANTORS:                  ISG CAPITAL CORPORATION,
-------------------                   a Utah corporation

                                      By:____________________________
                                      Name:__________________________
                                      Title:_________________________

                                      BEST MASONRY &TOOL SUPPLY, INC.
                                      a Texas corporation

                                      By:____________________________
                                      Name:__________________________
                                      Title:_________________________

                                       UNITED TERRAZZO SUPPLY CO., INC.
                                       a California corporation

                                       By:____________________________
                                       Name: _________________________
                                       Title:_________________________

                                       LEWIS W. OSBORNE, INC.
                                       a California corporation

                                       By:____________________________
                                       Name:__________________________
                                       Title:_________________________

                                       MAGNA WALL, INC.
                                       a Texas corporation

                                       By:_____________________________
                                       Name:___________________________
                                       Title:__________________________

                                       DON'S BUILDING SUPPLY L.L.P.,
                                       a Texas limited liability partnership

                                       By:_____________________________
                                       Name:___________________________
                                       Title:__________________________

                                       ISG MANUFACTURED PRODUCTS, INC.
                                       a Utah corporation

                                       By:_____________________________
                                       Name:___________________________
                                       Title:__________________________

                                        All notices for Subsidiary Grantors:

                                        ____________________________________
                                        ____________________________________
                                        ____________________________________









<PAGE>

                                   Schedule 1

                               SUBSIDIARY GRANTORS

Industrial Services Group, Inc.

ISG Resources, Inc.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.

Lewis W. Osborne, Inc.

United Terrazzo Supply Co., Inc.

Magna Wall, Inc.

ISG Manufactured Products, Inc.

Don's Building Supply, L.L.P.

ISG Capital Corporation
   Schedule 1



<PAGE>
                                   Schedule 2

             CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS

Industrial Services Group, Inc.

CEO/PPB:          136 E. South Temple, Suite 1300
                  Salt Lake City, UT 84111

ISG Resources, Inc.

CEO/PPB:          136 E. South Temple, Suite 1300
                  Salt Lake City, UT 84111

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     16800 Greenspoint Park Drive, #250N
         Houston, TX 77060

Lewis W. Osborne, Inc.:
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     16005 Phoebe Avenue
         La Mirada, CA 90638

United Terrazzo Supply Co., Inc.:
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     16005 Phoebe Avenue
         La Mirada, CA 90638

Magna Wall, Inc.:

CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     39340 I-H West, Suite C
         Boerne, TX 78006

ISG Manufactured Products, Inc.:
CEO/PPB: 136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

Don's Building Supply, L.L.P.:
CEO:     136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111

PPB:     2327 Langford Street
         Dallas, TX 75208

ISG Capital Corporation:
CEO/PPB: 136 E. South Temple, Suite 1300
         Salt Lake City, UT 84111


           LOCATIONS OF RECORDS OF RECEIVABLES AND GENERAL INTANGIBLES

Industrial Services Group, Inc.
136 E. South Temple, Suite 1300
Salt Lake City, UT 84111

ISG Resources, Inc.
136 E. South Temple, Suite 1300
Salt Lake City, UT 84111

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
16800 Greenspoint Park Drive, #250N
Houston, TX 77060

Lewis W. Osborne, Inc.:
16005 Phoebe Avenue
La Mirada, CA 90638

United Terrazzo Supply Co., Inc.:
16005 Phoebe Avenue
La Mirada, CA 90638

Magna Wall, Inc.:
39340 I-H West, Suite C
Boerne, TX 78006

ISG Manufactured Products, Inc.:
136 E. South Temple, Suite 1300
Salt Lake City, UT 84111

Don's Building Supply, L.L.P.:
2327 Langford Street
Dallas, TX 75208

ISG Capital Corporation:
136 E. South Temple, Suite 1300
Salt Lake City, UT 84111



<PAGE>

                                   Schedule 3

                               PLEDGED SECURITIES


Part I   List of Pledged Interests:
         -------------------------


Grantor                              Issuer                 Ownership Interests:
-------                               ------                 -------------------
Industrial Services Group, Inc.
                                    ISG Resources, Inc.           100 Shares

ISG Resources, Inc.                 Best Masonry & Tool
                                    Supply, Inc.                  1,000 Shares
                                    Lewis W. Osborne, Inc.        12,296 Shares
                                    United Terrazzo Supply Co.,
                                    Inc.                          16 Shares
                                    Magna Wall, Inc.              1,000 Shares
                                    ISG Manufactured Products,
                                    Inc.                          1,000 Shares
                                    ISG Capital Corporation       100 Shares
                                    Don's Building Supply,
                                    L.L.P.                        1%

ISG Manufactured Products, Inc.
                                    Don's Building Supply, L.L.P. 99%


Part II   List of Pledged Debt:
          --------------------


  Grantor  Issuer                Date of Issuance           Outstanding Balance

                                         NONE
<PAGE>

                                   Schedule 4

                      LOCATIONS OF EQUIPMENT AND INVENTORY



ISG Resources, Inc.
Healy Plant C/O Golden Valley Electric Assn.
3.5 miles Usibelli, Spur Road
Healy, AK 71249

ISG Resources, Inc.
Denali Borough Gaston
P. O. Box 40, 31972 Highway 25
1 Mile N of Wilsonville on State Route 25
Wilsonville, AL
Shelby County

ISG Resources, Inc.
Gorgas
464 Gorgas Road
Walker County Parrish, AL 35580

ISG Resources, Inc.
Arkadelphia - Gum Springs
500 E. Reynolds Road
Arkadelphia, AR 71923
Clark County

ISG Resources, Inc.
Hurricane Creek
P.O. Box 80
Bauxite, AR 72011
Saline County

ISG Resources, Inc.
Independence Steam Electric Power Plant
555 Point Ferry Road
Newark, AR 72562
Independence County

ISG Resources, Inc.
Redfield
Kearney Road
Redfield, AR 72132
Jefferson County

ISG Resources, Inc.
White Bluff Steam Electric Power Plant
P.O. Box 100
Redfield, AR 72132
Jefferson County

ISG Resources, Inc.
Navajo Generating Station
5 Miles East of Page Arizona
Highway 98
Page, AZ 86040

ISG Resources, Inc.
French Camp Terminal
7600 Harlan Road
French Camp, CA 98231

ISG Resources, Inc.
Fresno Terminal
3440 S. Willow
Fresno, CA 93725
Fresno County

ISG Resources, Inc.
Oxnard Terminal - Diversified Minerals Inc.
1135 E. Wooley Road
Oxnard, CA 93030
Ventura County

ISG Resources, Inc.
Redwood City Terminal C/O RMC Lonestar
876 Seaport Boulevard
Redwood City, CA 94063
San Mateo County

ISG Resources, Inc.
Sacramento Terminal c/o RMC Lonestar
1501 S. River Road
West Sacramento, CA 95691
Yolo County

ISG Resources, Inc.
San Bernadino
P.O. Box 5265
Riverside, CA 92517-5265
Riverside County

ISG Resources, Inc.
San Bernadino Terminal
1945 W. 4th Street
San Bernadino, CA 92411
San Bernadino County

ISG Resources, Inc.
San Francisco Terminal
100 Cargo Way @ Pier 96 Rail Yard
San Francisco, CA 94124

ISG Resources, Inc.
Andesite/DuPont
L.G. Everist
9065 Quince Street
Henderson, CO 80640
Adams County

ISG Resources, Inc.
Craig Plant
ISG Resources c/o Tri-State Generation and
Transmission Associates
2101 S. Ranney Street

Craig, Colorado 81625
Moffat County

ISG Resources, Inc.
Hayden Plant
ISG Resources c/o Public Service Company of Colorado
12795 E. Ute
Hayden, CO 81639
Routt County

ISG Resources, Inc.
Thames
141 Depot Road
Uncasville, CT 06382
New London County

ISG Resources, Inc.
CCA
05634 East Harbor Dr.
Fruitland Park, FL 34731
Lake County

ISG Resources, Inc.
Jefferson Smurfitt
North 8th Street
Fernandina Beach, FL 32034
Nassau County

ISG Resources, Inc.
Plant Crist
11951 Pate Road
Pensacola, FL 32534
Escambia County

ISG Resources, Inc.
Atlanta Terminal
2825 Humphries Way
Doraville, GA 30360
Gwinett County

ISG Resources, Inc.
Bowen
P. O. Box 280
322 Covered Bridge Rd., SW
Cartersville, GA 30120
Bartow County

ISG Resources, Inc.
Dublin
P.O. Box 13351
East Dublin, GA 31027
Laurens County

ISG Resources, Inc.
Materials Testing & Research Facility
2650 Highway 113, SW
Taylorsville, GA 30178
Bartow County

ISG Resources, Inc.
Stilesboro
322 Covered Bridge Road, SW
Cartersville, GA 30120
Bartow County

ISG Resources, Inc.
Burlington
4282 Sullivan Slough Road
Burlington, IA 52601
Des Moines County

ISG Resources, Inc.
2310 Hawkeye Drive
Sioux City, IA 51105
Woodbury County

ISG Resources, Inc.
Mid American Energy
Port Neal North 1, 2, 3 & 4
Sioux City, IA 51102
Woodbury County

ISG Resources, Inc.
Mid American Energy
Council Bluff 1, 2, & 3
2115 Navjo Street
Council Bluff, IA 51501
Pottawattamie County

ISG Resources, Inc.
Mid American Energy
Louisa Generating Station
8602 172nd Street
Muscatine, IA 52761
Muscatine County

ISG Resources, Inc.
Muscatine
8601 172nd Street
Muscatine, IA 52761
Muscatine County

ISG Resources, Inc.
Mid American Energy
Riverside Plant
6001 State Street
Riverdale, IA 52327
Washington County

ISG Resources, Inc.
Prairie Creek
3300 C Street, SW
Cedar Rapids, IA 52404
Linn County

ISG Resources, Inc.
Boise Terminal
630 East King Street
Meridian, ID 83642
Ada County

ISG Resources, Inc.
Meridian Terminal
Handy Truck Lines
630 E. King Street
Meridian, ID 83642
Ada County

ISG Resources, Inc.
Paul Terminal
Handy Truck Lines
100 S. 400 West
Paul, ID 83347
Minidoka County
ISG Resources, Inc.
Twin Falls Terminal
400 West 100 South
Paul, ID 83347

ISG Resources, Inc.
C.D. Edwards Station
P.O. Box 1237
Pekin, IL 61555
Tazewell County

ISG Resources, Inc.
Council Bluffs
2115 Navajo Street
Council Bluffs, IA 51501
Pottawattamie County

ISG Resources, Inc.
Baldwin Plant
10901 Baldwin Road
Baldwin, IL 62217
Randolph County

ISG Resources, Inc.
Duck Creek
P. O. Box 1257
Pekin, IL 61555
Tazewell County

ISG Resources, Inc.
Edwards Station
7800 s. Cilco Lane
Bartonvill, IL 61607
Peoria County

ISG Resources, Inc.
Wallace Station
40000 W. Becker Drive
Bartonville, IL 61607
Peoria County

ISG Resources, Inc.
Wood River Plant
1 Chessen Lane
Alton, IL 62002
Madison County

ISG Resources, Inc.
Bailly Station
246 Bailly Station Road
Chesterton, IN 46304
Porter County

ISG Resources, Inc.
Cinergy - Noblesville Plant
21225 Riverwood Avenue
Noblesville, IN 46060
Hamilton County

ISG Resources, Inc.
Clifty Creek
Highway 56
Madison, IN
Dane County

ISG Resources, Inc.
LTV Steel Company
Door 806
3001 Dickey Road
East Chicago, IN 64321
Lake County

ISG Resources, Inc.
Michigan City
Wasbash Street at the Lake
Michigan City, IN 46360
La Porte County

ISG Resources, Inc.
Mitchell Generating Station
P.O. Box M720
Gary, IN 46901
Lake County

ISG Resources, Inc.
Petersburg Station
Route 1,Highway 57 North
Petersburg, IN 47567
Pike County

ISG Resources, Inc.
Schahfer Station
2723 E. 1500 North
Route, Box 320
Gary, IN 46901
Lake County

ISG Resources, Inc.
Mill Creek
14660 Dixie Highway
Louisville, KY 40201
Jefferson County

ISG Resources, Inc.
Dolet Hills
P. O. Box 955
963 Power Plant Rd.
Mansfield, LA 71052
DeSoto Parish

ISG Resources, Inc.
Rayville
P. O. Box 477
Rayville, LA 71269
Richland Parish

ISG Resources, Inc.
Cobb
415 Causeway
Muskegon, MI 49440
Muskegon County

ISG Resources, Inc.
Consumers Power - Cobb Plant
145 Causeway
Muskegon, MI 49440
Muskegon County

ISG Resources, Inc.
Consumers Power - West Olive - Campbell
7584 N. Lake Shore
West Olive, MI 49460
Ottawa County

ISG Resources, Inc.
Consumers Power - Whiting - Erie
45251/2Erie Road
Erie, MI 48133
Monroe County

ISG Resources, Inc.
Eckert
Island Avenue
Lansing, MI 48917
Ingham County

ISG Resources, Inc.
First Energy - Silo Storage Only
9333 Dearborn Street
Detroit, MI 48209
Wayne County

ISG Resources, Inc.
Karn
2555 Weadock Highway
Essexville, MI 48732
Bay County

ISG Resources, Inc.
Lansing Board Water & Light - Erickson
7101 Millett Highway
Lansing, MI 48917
Ingham County

ISG Resources, Inc.
Lansing Board Water & Light - Eckert
Island Avenue
Lansing, MI 48917
Ingham County

ISG Resources, Inc.
Moores Park
Island Avenue
Lansing, MI 48917
Ingham County

ISG Resources, Inc.
Sikeston
1551 W. Wakefield
Sikeston, MO 63801
Scott County

ISG Resources, Inc.
Thomas Hill
Route 1, box 87
Clifton Hill, MO 65244
Randolph County

ISG Resources, Inc.
Colstrip
Willow Ave. & Warehouse Road
Colstrip, MT 59323

ISG Resources, Inc.
Corrette
301 Charlene St.
Billings, MT 59010

ISG Resources, Inc.
Lewis & Clark Station
Highway 23, South of Sydney
Sydney, MT 59270

ISG Resources, Inc.
Missoula Terminal
6520 Defmet Road
Missoula, MT 59802

ISG Resources, Inc.
Coal Creek
2843 Third Street
Underwood, ND 58576
McLean County

ISG Resources, Inc.
Hudson Station
Duffield & Van Keuren Avenues
Jersey City, NJ 07306

ISG Resources, Inc.
Albany
13 Barrington Court
Niskayuna, NY 12309
Schenectady County

ISG Resources, Inc.
Trimble County
Route 1, P. O. Box 177
Bedford, NY 40006
Westchester County

ISG Resources, Inc.
Belews Creek Plant
P.O. Box 130
Belews Creek, NC 27009
Forsyth County

ISG Resources, Inc.
Cape Fear
P.O. Box 720
Leland, NC 28451
New Hanover County

ISG Resources, Inc.
Marshall
P.O. Box 195
Terrell, NC 28682
Catabba County

ISG Resources, Inc.
Underwood
P.O. Box 472
Washburn, ND 58577
McLean County

ISG Resources, Inc.
Las Vegas Terminal - Chem Lime
8000 Lake Mead Drive
Henderson, NE 89105
ISG Resources, Inc.
Reid Gardner
P.O. Box 77
Moapa, NE 89025
Clark County

ISG Resources, Inc.
Mercer Station
Lamberton Road
Trenton, NJ 08611
Mercer County

ISG Resources, Inc.
Fernley Terminal
Nevada Cement Company
75 BN Center
Fernley, NV 89408
Lyon County

ISG Resources, Inc.
Las Vegas Terminal
Savage Industries
70 N. Gibson Road
Henderson, NV 89014
Clark County

ISG Resources, Inc.
Reid Gardner Power Plant
Power Plant Road
Moapa, NV 89025
Clark County

ISG Resources, Inc.
Consumers Power - Lakeshore Plant
E. 55th & S. Marshall
Cleveland, OH
Cuyahoga County

ISG Resources, Inc.
Dublin
555 Metro Place, Suite 100
Dublin, OH 43071
Franklin County

ISG Resources, Inc.
First Energy
4701 Bayshore Road
Oregon, OH 43616
Lucas County

ISG Resources, Inc.
First Energy
33570    Lake Road
Avon Lake, OH 44012
Lorain County

ISG Resources, Inc.
First Energy
2133 Lake Road East
Ashtabula, OH 44004
Ashtabula County

ISG Resources, Inc.
First Energy
10 Erie Road
Eastlake, OH 44095
Lake County

ISG Resources, Inc.
Miami Fort
128 Brower Road
North Bend, OH 45052
Hamilton County

ISG Resources, Inc.
Sammis
P.O. Box 207
Stratton, OH 43961
Jefferson County

ISG Resources, Inc.
WC Beckjord Station
3000 Beckjord Road
New Richmond, OH 45157
Clermont County

ISG Resources, Inc.
Zimmer
1781 US 52
Moscow, OH 45153

ISG Resources, Inc.
Harrisburg Terminal C/O Morse Brothers
Highway 99 Peoria Road
Harrisburg, OR 97446
Linn County

ISG Resources, Inc.
Allentown
Commerce Plaza
5100 Tilghman Street
Building 2, Suite 225
Allentown, PA 18104
Lehigh County

ISG Resources, Inc.
Bloomsburg
P.O. Box 280
Bloomsburg, PA 17815
Columbia County

ISG Resources, Inc.
Good Spring - Porter Site
510 West Main Street, Box 94
Good Spring, PA 17981
Tremont County

ISG Resources, Inc.
Mansfield
Route 168
Shippingport, PA 15077
Beaver County

ISG Resources, Inc.
Sunbury
Old Trail - General Delivery
Shamokin Dam, PA 17876
Snyder County

ISG Resources, Inc.
Pacolet
520 Calico Drive
Pacolet, SC 29372
Spartanburg County

ISG Resources, Inc.
Lost Ridge (Bull Run)
104 Carden Road
Clinton, TN 37716
Anderson County

ISG Resources, Inc.
Bremond
P.O. Box 356
Bremond, TX 76629
Robertson County

ISG Resources, Inc.
Carthage
Route 3, Box 13A
Carthage, TX 75633
Panola County

ISG Resources, Inc.
Limestone Plant
P.O. Box 929
Jewett, TX 75846
Leon County

ISG Resources, Inc.
Martin Lake
P.O. Box 647
Tatum, TX 75691
Rusk County

ISG Resources, Inc.
Pirkey
Longview, TX
Gregg County

ISG Resources, Inc.
Stafford (Sales/Administration)
12603 SW Freeway, Suite 1300
Stafford, TX 77477
Fort Bend County

ISG Resources, Inc.
W.A. Parish Plant
P.O. Box 38
Thompsons, TX 77481
Fort Bend County

ISG Resources, Inc.
Carbon Plant
ISG Resources c/o PacifiCorp
Highway 6, 3 Miles North of Helper
Helper, UT 84526
Carbon County

ISG Resources, Inc.
Hunter Plant/Huntington Plant
ISG Resources c/o PacificCorp
2.5 Miles South Utah Highway
P.O. Box 569
Castle Dale, UT 84513
Emery County

ISG Resources, Inc.
Intermountain Power Service Corp. - Delta
ISG Resources c/o Intermountain Power
850 W. Brush Wellman Road
Delta, UT 84624
Millard County

ISG Resources, Inc.
Ogden Terminal
ISG Resources c/o PacifiCorp
2911 Pacific Avenue

Ogden, UT 84409
Weber County

ISG Resources, Inc.
Carbo Plant
P.O. Box 46
Cleveland, VA 24225
Russell County

ISG Resources, Inc.
Birchwood
12110 Old Stage Road
Chester, VA 23821
Chesterfield County

ISG Resources, Inc.
Glen Lyn
P.O. Box 64
Glen Lyn, VA 24093
Giles County

ISG Resources, Inc.
Richmond
1202 Bellwood Road
Richmond, VA 23237
Chesterfield County

ISG Resources, Inc.
Bellingham Terminal
741 Marine Drive
Bellingham, WA 98227
Whatcom County

ISG Resources, Inc.
Centralia Plant C/O PacifiCorp
913 Big Hanaford Road
Centralia, WA 98351
Lewis County

ISG Resources, Inc.
Centralia Storage
1720 Lum Road
Centralia, WA 98513
Lewis County

ISG Resources, Inc.
Holnam Cement
5400 W. Marginal Way, SW
Seattle, WA 98106
King County

ISG Resources, Inc.
Spokane Terminal
3203 E. Main
Spokane, WA 98225

ISG Resources, Inc.
Alma
3200 East Avenue South
Alma, WI
Buffalo County

ISG Resources, Inc.
Genoa
S 4651 State Road 335
Genoa, WI 54632
Walworth County

ISG Resources, Inc.
John Amos Plant
P.O. Box 896
Winfield, WV 25213
Putnam County

ISG Resources, Inc.
Kanawha River Facility
P.O. Box 453
Glasgow, WV 25086
Kanawha County

ISG Resources, Inc.
Mountaineer
P.O. Box 209
New Haven, WV 25265
Mason County

ISG Resources, Inc.
Point Pleasant
400 1/2Main St.
Pt. Pleasant, WV 25550
Mason County

ISG Resources, Inc.
Dave Johnston Plant
ISG Resources c/o PacifiCorp.
1591Tank Farm Road
Coal Company Route
Glenrock, WY 82637
Converse County

ISG Resources, Inc.
Laramie River Plant
ISG Resources c/o Basin Electric Power
347 Greyrocks Road

Wheatland, WY 82201
Platte County

ISG Resources, Inc.
Jim Bridger Plant
ISG Resources c/o PacifiCorp.
35 Miles East of Rock Springs
P.O. Box 158
Point of Rocks, WY 89242
Sweetwater County

ISG Resources, Inc.
Naughton Plant
ISG Resources c/o PacifiCorp.
5 Miles SW of Kemmerer on Hwy 189
P.O. Box 109
Kemmerer, WY 83101
Lincoln County

ISG Resources, Inc.
Wyodak Power Plant
ISG Resources c/o PacifiCorp.
48 Wyodak Road
Garner Lake Route
Gillette, WY 82718
Campbell County

ISG Manufactured Products, Inc. &
Best Masonry & Tool Supply, Inc.
16800 Greenpoint Park Drive, #250N
Houston, TX 77060

Best Masonry & Tool Supply, Inc.
16745 W. Hardy Road
Houston, TX 77060

Best Masonry & Tool Supply, Inc.
14702 Jersey Shore Drive
Houston, TX 77047

Best Masonry & Tool Supply, Inc.
5014 Callaghan
San Antonio, TX 77828

Best Masonry & Tool Supply, Inc.
4579 GA Highway 120
Duluth, GA 30097

Best Masonry & Tool Supply, Inc. - Lab
7935 Mainland Drive
San Antonio, TX 77828

Magna Wall, Inc.
P. O. Box 847
39340 I-H 10 West Suite C
Boerne, TX 78006

Lewis W. Osborne, Inc.
Osborne Building Materials
United Terrazzo Supply Co., Inc.
16005 Phoebe Avenue
LaMirada, CA 90638

Don's Building Supply, L.L.P.
P. O. Box 224289
2327 Langford Street
Dallas, TX 75208

ISG Capital Corporation
136 E. S. Temple, Suite1300
Salt Lake City, UT 84111


<PAGE>
                                   Schedule 5

                        TRADE NAMES, DIVISION NAMES, ETC.
                        ---------------------------------


         Grantor                               Trade Names, Division Names, Etc.
         -------                               ---------------------------------

Industrial Services Group, Inc.                ISG

ISG Resources, Inc.                            ISG
                                               ISG Resources

Best Masonry & Tool Supply, Inc.               Best Coat Stucco
                                               Best Masonry
                                               Best Masonry & Tool Supply
                                               Best Stucco

Lewis W. Osborne, Inc.                         Osborne Building Supply
                                               Osborne Building Materials
                                               Osborne

United Terrazzo Supply Co., Inc.               United Terrazzo

Magna Wall, Inc.                               Magna Wall
                                               Magna Chem

ISG Manufactured Products, Inc.                N/A

ISG Capital Corporation                        N/A

Don's Building Supply, L.L.P.                  Don's
                                               Don's Building Supply




<PAGE>

                                   Schedule 6

                         REQUIRED FILINGS AND RECORDINGS

                          UCC Filings & Date of Filing

Grantor             Locations           (if applicable)            Other Filings

                            [to be completed by MWBB]





<PAGE>

<TABLE>
<CAPTION>
                                   Schedule 7

                         PATENTS AND PATENT APPLICATIONS

                           Serial No. or                                                Issue or
Grantor                     Patent No.                Inventor          Country       Filing Date
-------                      -------------              ---------          ------       ------------
<S>                          <C>                        <C>               <C>            <C>

ISG Resources, Inc.          5,433,520                  Adams             USA            7/18/95
                                                        Falls             International

ISG Resources, Inc.          Serial 08,573,043                            USA

                             PCT/US96,204,53            Green
                                                        Zimmerman         International  12/13/96
                                                        Jorgensen
                                                        Jenson


                             European part:
                             96945253.1                                   European       12/13/96

ISG Resources, Inc.          5,693,137                  Styron            USA            12/2/97
                             US 94/11799                Styron            PCT            4/27/95

ISG Resources, Inc.          5,565,239                  Pike              USA            10/15/96

ISG Resources, Inc.          5,513,755                  Heavilon          USA            5/7/96
                                                        Pike
                                                        Savage
                                                        Styron

ISG Resources, Inc.          5,484,480                  Styron            USA            1/16/96

                             5,391,417                  Pike              USA            2/21/95

                             5,299,692                  Nelson            USA            4/5/94
                                                        Heavilon
                                                        Styron
                                                        Fletcher

ISG Resources, Inc.          5,199,377                  Ghermann, III     USA            4/6/93
                                                        Anderson
                                                        Ray
                                                        Baker, Jr.

ISG Resources, Inc.          5,196,620                  Gustin            USA            3/23/93
                                                        Shannonhouse
                                                        Styron

ISG Resources, Inc.          5,094,541                  Nelson            USA            3/10/92

ISG Resources, Inc.          4,373,958                  Jones             USA            2/15/83
                                                        Boggs

ISG Resources, Inc.          683101                     Styron            Australia      10/30/97

ISG Resources, Inc.          724548                     Styron            Europe         8/7/96

ISG Resources, Inc.          2068362                    Pike              Canada         5/31/94

ISG Resources, Inc.          2,071,139-6                Gustin            Canada         12/14/92
                                                        Shannonhouse
                                                        Styron

ISG Resources, Inc.          582008                     Gustin            EP             2/9/94
                                                        Shannonhouse
                                                        Styron

ISG Resources, Inc.          6144896                    Gustin            Japan          5/24/94
                                                        Shannonhouse
                                                        Styron

ISG Resources, Inc.          5,040,900                  Boggs             USA            8/20/91

ISG Resources, Inc.          5,840,179                  Minkara           International  8/18/98
                                                        Heavilon

ISG Resources, Inc.          5,988,396                  Minkara           USA            11/23/99

ISG Resources, Inc.          Serial60/155,861           Boggs             USA            9/24/99
                                                        Nordmeyer
                                                        Pike

ISG Resources, Inc.          Serial60/188,737           Boggs             USA            3/13/00
</TABLE>
<PAGE>

                                   Schedule 8

                      TRADEMARKS AND TRADEMARK APPLICATIONS

                    Serial No. or                     Issue or
Grantor           Registration No.      Country      Filing Date       Mark

Industrial Services Group, Inc.
         None.

ISG Resources, Inc.      1,010,455      USA         5/13/75        POZICON

                         1,049,269      USA         3/3/00         STA-BLEND

                         1,152,421      USA         4/28/81        POZZOLANIC
                                                                   and Design

                         1,248,044      USA         5/1/89         ORBALOID

                         1,395,433      USA         6/3/86         POZZALIME

                         1,402,656      USA         7/22/86        GYPCEM

                         1,448,523      USA         7/21/87        FLEXCRETE

                         1,454,791      USA         9/1/87         PEANUT MAKER

                         1,601,725      USA         6/19/90        POWERLITE

                         1,623,166      USA         12/20/90       ENVIRA-CEMENT

                         1,744,157      USA         1/5/93         ALSIL

                         1,780,954      USA         7/13/93        FERRO FLOW

                         1,911,817      USA         8/23/95        FLO FIL

                         1,922,933      USA         9/26/95        FLEXBASE

                         2,004,062      USA         4/25/95        C-STONE


                   Serial No. or                      Issue or
Grantor           Registration No.      Country      Filing Date       Mark

                         2,341,611      USA         4/8/96         ALKA PHIX


                         75,256,274     USA         3/12/97        COAL
                                                                   BYPRODUCTS
                                                                   & Design

                         Applied For    USA         5/9/00         FIBERLITE

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.
         None.

Lewis W. Osborne, Inc.
         None.

United Terrazzo Supply Co., Inc.
         None.

Magna Wall, Inc.
         Magna Wall      2,160,040      USA         5/26/98        MAGNAWALL

ISG Manufactured Products, Inc.
         None.

Don's Building Supply, L.L.P.
         None.

ISG Capital Corporation
         None.
<PAGE>

                                   Schedule 9

                      COPYRIGHTS AND COPYRIGHT APPLICATIONS

                          Serial No. or                 Issue or
Grantor                 Registration No.  Country      Filing Date    Mark

ISG Resources, Inc.      TX 1,927,108       USA         9/29/86    The Mobile
                                                                   Stabilization
                                                                       Plant

ISG Resources, Inc.      TX 1.963,712       USA         12/17/86   JTM Brochure


<PAGE>

                                   Schedule 10

                                    LICENSES

        Grantor                                     Licenses

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:

A)       Licensee of various standard office products and computer programs used
         in connection with day-to-day operations.

B)       ABC Cement,  Inc., ABC Cement License  Agreement  dated March 15, 1999:
         Agreement  to  license  technology  for the  manufacture  of quick  set
         products with fly ash.

C)       Dynastone,  L.C.., Dynastone License Agreement dated August 6, 1998, to
         license  technology  for the  manufacture  of acid and  salt  resistant
         products with fly ash.

D)       Hanson Pipe & Products,  Inc.:  Sublicense  Agreement  dated January 5,
         2000to  license  technology  for  the  manufacture  of  acid  and  salt
         resistant pipe products with fly ash.

E)       Dynastone,  L.C.,  Hydro Conduit  Agreement  dated December 16, 1998 to
         license  technology for the manufacture of acid and salt resistant pipe
         products with fly ash.

F)       Mainland  Laboratory,  Ltd. Mainland Laboratory  Diagnostic  Technology
         License Agreement dated April 14, 2000, Technology Sublicense Agreement
         to license technology for the manufacture of products with fly ash.

Best Masonry & Tool Supply, Inc. f/k/a J. Marvin Isaac Interests, Inc.:
         None.

Lewis W. Osborne, Inc.:
         None.

United Terrazzo Supply Co., Inc.:
         None.

Magna Wall, Inc.:

7.       Acro Crete, Inc. technology  sub-license agreement of April 6, 1999 for
         Magna Wall.

ISG Manufactured Products, Inc.:
         None.

Don's Building Supply, L.L.P.:
         None.

ISG Capital Corporation:
         None.


<PAGE>

                                   Schedule 11

                     MOTOR VEHICLES AND OTHER ROLLING STOCK

                                 See Attachments
<PAGE>
<TABLE>
<CAPTION>
                                               OSBORNE/TERRAZZO - TRAILERS

----------------------------------------------------------------------------------------------------------------------------
              VIN                    YEAR               MAKE                  MODEL               LOCATION        UNIT #
              ---                    ----               ----                  -----               --------        ------
----------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>             <C>                <C>                   <C>                  <C>

1UYFF224SPAO233O2                    1993              Utility               Flatbed
1UYFS1244PAO23202                    1993              Utility               Flatbed
1C9CB17B5KM110102                    1989               Clem                  Dump
1C9CA17A0KM110101                    1989               Clem                  Dump
1A11452C6E1538627                    1985             Fontaine               Flatbed
1T9111024E1070038                    1984               Tomtr                Carrier
9020PPAS                             1979                J&L                Pnematic
9019SPAS                             1979                J&L                Pnematic
----------------------------------------------------------------------------------------------------------------------------
                                           BEST MASONRY - TRAILERS

----------------------------------------------------------------------------------------------------------------------------
              VIN                    YEAR               MAKE                  MODEL               LOCATION        UNIT #
              ---                    ----               ----                  -----               --------        ------
----------------------------------------------------------------------------------------------------------------------------

1GRDM8423VM039901                    1997            Great Dane              Trailer            Frt Houston        9792
1HLS5M7B9S7T02960                    1995               Heil                 Tanker             San Antonio        9573
1L01B4221S1115760                    1995              Lufkin               Flat Bed            San Antonio        9574
1L01B4227P1110506                    1993              Lufkin               Flat Bed            Frt Houston        9365
1H9A1A6AXM1015098                    1991              Hilbilt            Dump Trailer        Frt San Antonio      9167
1JOP4AT20K2001117                    1989                                 Tank Trailer        Frt San Antonio      8984
1C91EFG2XF1095021                    1985             Cherokee            Dump Trailer        Frt San Antonio      8505
1AZBJ1A12E1014670                    1984               Aztec           Platform Trailer        San Antonio        8410
FHZ883901                            1978               Hobbs             Platform S/T         North Houston       7809
S41717                               1978              Pullman               Tanker             San Antonio        7845
UNN414602                            1971             Fruehauf               Tanker             San Antonio        7164
----------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
                                               OSBORNE/TERRAZZO - TRACTORS

---------------------------------------------------------------------------------------------------------------------------
              VIN                     YEAR                 MAKE                   MODEL            LOCATION      UNIT #
---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>                    <C>               <C>               <C>


1XPFA27X8LN288507                     1990               Peterbilt
1XP5A27X4JD260508                     1988               Peterbilt
1XP5D29X5JD265298                     1988               Peterbilt
1FDYW80U2DVA01674                     1983                 Ford                  Flatbed
---------------------------------------------------------------------------------------------------------------------------
                                          DON'S BUILDING SUPPLY, INC - TRACTORS

---------------------------------------------------------------------------------------------------------------------------
              VIN                     YEAR                 MAKE                   MODEL            LOCATION      UNIT #
---------------------------------------------------------------------------------------------------------------------------

1K9FS252XR1056388                     1994                 Hand                  Flatbed
2FDLF47M7NCB14200                     1992                 Ford                  Flatbed
9DWXTF9T6MCM00148                     1991               Kenworth                  VN
1HTSDNUN8MH290465                     1991             International             Flatbed
1FDPR70UEDVA05102                     1983                 Ford                  Flatbed
---------------------------------------------------------------------------------------------------------------------------
                                                 BEST MASONRY - TRACTORS

---------------------------------------------------------------------------------------------------------------------------
              VIN                     YEAR                 MAKE                   MODEL            LOCATION      UNIT #
---------------------------------------------------------------------------------------------------------------------------

1HSHCAHRXXH212815                     1999             International             Tractor         San Antonio      9906
1HTSHAAR4XH595289                     1999             International             Flatbed        South Houston     9902
1HTSDAANOWH529250                     1998             International             Flatbed         San Antonio      9801
1HTSDAANOWH599928                     1998             International             Flatbed         San Antonio      9800
1HTSHAARXWH563137                     1998             International             Flatbed        North Houston     9898
1HTSCAAN6VH447685                     1997             International             Flatbed            Duluth        9790
1XPGD99X7VD437077                     1997               Peterbilt               Tractor         Frt Houston      9791
1HTSDAAN4TH291267                     1996             International             Flatbed        South Houston     9682
1HTSDN2N1PH477196                     1993             International             Flatbed        North Houston     9359
1HTSDN2N2PH506642                     1993             International             Flatbed        North Houston     9360
1HTSDN2N9PH488768                     1993             International          Flatbed/Dump      North Houston     9358
1HTSDN2R1PG512404                     1993             International             Flatbed         San Antonio      9363
1HTSDN2RXPH512403                     1993             International             Flatbed         San Antonio      9361
1HSHCA7R6NH433231                     1992             International               C&C           San Antonio      9256
1HTSCPLMXNH433229                     1992             International             Flatbed            Duluth        9253
1HTSDPNN9NH447660                     1992             International              Truck         North Houston     9254
1HSHGG6R4MH342417                     1991             International              Truck          San Antonio      9152
1HTSDNN8LH281808                      1990             International             Flatbed        South Houston     9038
2HSFEGUR4LC040888                     1990             International             Tractor         Frt Houston      9039
1HTLDDBN7KH637458                     1989             International             Flatbed        Bag San Antonio   8934
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                           OSBORNE/TERRAZZO - SERVICE VEHICLES

----------------------------------------------------------------------------------------------------------------------------
              VIN                       YEAR                 MAKE                MODEL             LOCATION       UNIT #
              ---                       ----                 ----                -----             --------       ------
----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                  <C>             <C>              <C>

1FTDF15N9JPA31945                       1988                 Ford                Pickup
----------------------------------------------------------------------------------------------------------------------------
                  DON'S BUILDING SUPPLY, INC - SERVICE VEHICLES

----------------------------------------------------------------------------------------------------------------------------
              VIN                       YEAR                 MAKE                MODEL             LOCATION       UNIT #
              ---                       ----                 ----                -----             --------       ------
----------------------------------------------------------------------------------------------------------------------------

1FTJW35F8TEB20220                       1996                 Ford                Pickup
----------------------------------------------------------------------------------------------------------------------------
                         BEST MASONRY - SERVICE VEHICLES

----------------------------------------------------------------------------------------------------------------------------
              VIN                       YEAR                 MAKE                MODEL             LOCATION       UNIT #
              ---                       ----                 ----                -----             --------       ------
----------------------------------------------------------------------------------------------------------------------------

JM2UF1114H0524742                       1987                Mazda                Pickup          San Antonio       8651
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>



                                    Schedule 12


                               PERMITTED ACCOUNTS


Grantor

Industrial Services Group, Inc.:
         None.

ISG Resources, Inc.:

         (i)      Wells Fargo, Salt Lake City, Utah,
                  4801908005-Master   account   (lockbox   deposits   go   here,
                  disbursement accounts are funded from here).

                  Lockbox # 200988, Dallas,  TX-Lockbox for all of ISG Resources
                  recievables; payments, excluding manufactured products.

                  4759613581-ISG  Resources AP account,  controlled disbursement
                  through Wachovia in Greenville, SC, Positive Pay service, ZBA.

                  4801907973-Payroll  account-ZBA-payments  to ADP flow  through
                  here,  actual  paychecks are cut from ADP  accounts,  only ACH
                  transactions   and  manual  payroll  checks  go  through  this
                  account.

                  4801907981-Medical      Claims      account-medical     claims
                  reimbursements, etc., ZBA account.

                  4801907999-Flexible Spending account, ZBA.

                  4417889045-Sweep  account, excess funds from master account go
                  into this overnight investment account.

         (ii)     Bank of America, Charlotte, NC

                  3750884343-Master  account-lockbox  deposits go here, payables
                  fund from here, closure pending redirection of receipts.

                  3299934093-AP-closed.

                  3299934085-Payroll-closed.

                  3299943896-Medical Claims-closure pending as checks clear.

                  3751046533-Flexible Spending-closure pending as checks clear.

Best Masonry & Tool Supply, Inc.

         (ii)     Merrill Lynch, Houston, Texas

                  443-07-480,  Merrill Lynch-Master  account, cash from the Best
                  store-level  bank accounts are collected  here;  payables were
                  paid from here until March, 2000, now paid through the account
                  below-once the checks that are outstanding  clear, the account
                  will be closed,  and all cash will be collected in Wells Fargo
                  account number 4801908179.

         (iii)    Wells Fargo, Greenville, South Carolina

                  4759624976,   Wells   Fargo-ISG   Manufactured   Products   AP
                  Disbursement Account; all manufactured products subs will fund
                  payables  from this  account,  Best is  currently  doing this,
                  Magna Wall will follow May 1st, then Osborne and Don's.

                  Best  Store-Level  Cash  Collection  Accounts,   all  accounts
                  electronically  transfer  funds to the  Merrill  Lynch  master
                  account,  these will be switched over once that account closes
                  to instead  transfer funds to the Wells Fargo cash  collection
                  account 4801908179.

                  2-       Chase Bank, Houston, Texas

                           05300008375, Chase Bank, North & South Houston Stores
                           (being  closed  4/28,  switching  over to Wells Fargo
                           account 4801908179)

                  2-       Premier Bank, Atlanta, Georgia

                           0013589, Premier Bank, Atlanta, GA stores

                  3-       Norwest Bank, San Antonio, Texas

                           230110551, Norwest Bank, San Antonio store

Magna Wall, Inc.

         (i)      Broadway Bank, Boerne, Texas, Acct. No. 0344613

Lewis W. Osborne, Inc.

         (ii)     Cerritos   Valley  Bank,   Norwalk,   California,   Acct.  No.
                  001-005154

Don's Building Supply, Inc.

         (ii)     Bank One, Dallas, Texas, Acct. No. 919-103-6490




<PAGE>
                                   Schedule 13


                                   REAL ESTATE


Grantor          Address             Owned/Leased              Use

ISG Resources,
Inc.

           1000 Cobb Place Blvd.
           Kennesaw, GA 30144               Leased            Office

           501 West Main St.                Leased         Disposal Facility
           Good Spring, PA 17981                             Lab / Office

           12110 Old Stage Road             Lease          Rail Terminal /Office
           Chester, VA 23831

           2650 highway 113, SW             Owned          Rail Terminal/Storage
           Taylorsville, GA 30178                             Lab / Office

           2825 Humphries Way               Owned          Rail Terminal /
           Doraville, GA 30360                                Storage Facility

           2250 Commerce Drive NE           Owned          Disposal Facility
           Leland, NC 28451

           30045 General Thomas Hwy.        Owned          Not Currently in Use
           Franklin, VA 23851

           104 Carden Road                  Owned          Disposal Facility
           Clinton, TN 37716

           7584 N. Lake Shore               Leased         Garage / Maintenance
           West Olive, MI 49460

           145 Causeway                     Leased         Garage / Maintenance
           Muskegon, MI 49440

           7101 Millett Hwy.                Leased         Garage / Maintenance
           Lansing, MI 48917

           2555 Weadock                     Leased         Garage / Maintenance
           Essexville, MI 48732

           4525 1/2 Erie Rd.                Leased         Garage / Maintenance
           Erie, MI 48133

           4043 N. Euclid Ave.              Leased         Administrative Office
           Bay City, MI 48706

           104 Bouck Ave.                   Owned          Residential House
           Grand Ledge, MI 48837

           1720 Lum Road                    Owned          Storage
           Centralia, WA 98513

           5400 W. Marginal Way SW          Leased         Rail Terminal
           Seattle, WA 98106

           Hwy 99 Peoria Rd.                Leased         Rail Terminal
           Harrisburg, OR 97446

           876 Seaport Blvd.                Leased         Rail Terminal
           Redwood City, CA 94063

           1501 S. River Rd.                Leased         Rail Terminal
           West Sacramento, CA 95691

           3440 S. Willow                   Leased         Rail Terminal
           Fresno, CA 93725

           1945 W. 4th St.                  Owned          Rail Terminal
           San Bernadino, CA 92411

           1135 E. Wooley Rd.               Leased         Rail Terminal
           Oxnard, CA 93030

           1345 East Philadelphia St.       Owned          Rail Terminal
           Pomona, CA 92514

           630 E. King St.                  Leased         Rail Terminal
           Meridian, ID 83642

           100 S. 400 W.                    Leased         Rail Terminal
           Paul, ID 83347

           75 BN Center                     Leased         Rail Terminal
           Fernley, NV 89408

           29ll Pacific Ave.                Owned          Rail Terminal /
           Ogden, UT 84409                                     Storage

           9065 Quince St.                  Leased         Operations / Storage
           Henderson, CO 80640

           7525 SE 24th St. Suite 630       Leased         Administrative Office
           Mercer Island, WA 98040

           12603 SW Freeway, Suite 68       Leased         Administrative Office
           Stafford, TX 77477

           20991 Power Plant Rd.            Owned          Shop / Maintenance
           Chillicothe, IA 52548

           3307 S. College, Suite 200       Leased         Office
           Fort collins, CO 80525

           220 Walnut                       Leased         Office
           Eddyville, IA 52553

           2310 Hawkeye Drive               Leased         Office
           Sioux City, IA 51105

           8602 172nd Street                Owned          Shop / Maintenance
           Muscatine, IA 52761

           115 Navajo                       Owned          Shop / Maintenance
           Council Bluff, IA 51501
<PAGE>


                                                                       EXHIBIT A
                                                                              to
                                                            Amended and Restated
                                                   Pledge and Security Agreement


                         ASSIGNMENT OF SECURITY INTEREST
                     IN UNITED STATES PATENTS AND TRADEMARKS

         FOR GOOD AND VALUABLE  CONSIDERATION,  receipt and sufficiency of which
are hereby  acknowledged,  [NAME OF GRANTOR],  a  [Jurisdiction]  [entity]  (the
"Assignor"),  having its chief executive office at [address], hereby assigns and
grants to Bank of  America,  N.A.  (formerly  known as  NationsBank,  N.A.),  as
Administrative  Agent  (in such  capacity,  the  "Administrative  Agent"),  with
offices at  NC1-001-15-04,  101 North Tryon Street,  Charlotte,  North  Carolina
28255, a security interest in (all of which are herein collectively  referred to
as the "PTO Collateral") (i) all of the Assignor's right,  title and interest in
and to the United  States  trademarks,  trademark  registrations  and  trademark
applications set forth on Schedule A attached hereto (the "Marks"),  (ii) all of
the Assignor's right, title and interest in and to the United States patents set
forth on Schedule B attached hereto (the "Patents"),  in each case together with
(iii) all Proceeds (as such term is defined in the Security  Agreement  referred
to below)  and  products  of the Marks and  Patents,  (iv) the  goodwill  of the
businesses symbolized by the Marks and (v) all causes of action arising prior to
or after the date  hereof for  infringement  of any of the Marks and  Patents or
unfair competition regarding the same.

         THIS  ASSIGNMENT is made to secure the full and prompt  performance and
payment of all the Secured Obligations of the Assignor,  as such term is defined
in the Amended and Restated Pledge and Security  Agreement,  dated as of May 26,
2000, among the Assignor, the Administrative Agent and the other parties thereto
(as amended, restated, modified or supplemented from time to time, the "Security
Agreement").  Upon the  satisfaction  of the  conditions  set  forth in  Section
2.08(b) of the  Security  Agreement,  the  Administrative  Agent shall  execute,
acknowledge,  and deliver to the Grantor an instrument in writing  releasing the
security interest in the PTO Collateral acquired under this Assignment.

         THIS  ASSIGNMENT  has been  granted in  conjunction  with the  security
interest  granted to the  Administrative  Agent for the  benefit of the  Secured
Parties  under  the  Security   Agreement.   The  rights  and  remedies  of  the
Administrative  Agent with respect to the security  interest  granted herein are
without  prejudice  to, and are in addition  to, those set forth in the Security
Agreement,  all  terms  and  provisions  of which  are  incorporated  herein  by
reference.  In the event  that any  provision  of this  Assignment  is deemed to
conflict with the Security  Agreement,  the provisions of the Security Agreement
shall govern.


<PAGE>



         IN WITNESS WHEREOF, the undersigned have executed this Assignment as of
the _____ day of __________________, 200__.

                                                 [NAME OF GRANTOR], as Assignor


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


STATE OF
         -----------
              OF
-------------    -------


         The foregoing  instrument was acknowledged  before me this _____ day of
____________________,  200__ by  ____________________________________ as [title]
of  ____________________________,  a  _________________________  corporation, on
behalf of the corporation.

         My commission expires:

Notarial Seal

                                                                   Notary Public

                                                     Bank of America, N.A.,
                                                     as Administrative Agent


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



<PAGE>
                                                                      SCHEDULE A

                      TRADEMARKS AND TRADEMARK APPLICATIONS

 Serial No. or                                         Issue or
Registration No.               Country                Filing Date           Mark


<PAGE>



                                                                      SCHEDULE B

                         PATENTS AND PATENT APPLICATIONS

Serial No. or                                              Issue or
  Patent No.          Inventor          Country           Filing Date     Title
  ---------           --------          -------          -----------      -----



<PAGE>
                                                                       EXHIBIT B
                                                                             to
                                                            Amended and Restated
                                                   Pledge and Security Agreement


                         ASSIGNMENT OF SECURITY INTEREST
                           IN UNITED STATES COPYRIGHTS

         FOR GOOD AND VALUABLE  CONSIDERATION,  receipt and sufficiency of which
are hereby  acknowledged,  [NAME OF GRANTOR],  a  [Jurisdiction]  [entity]  (the
"Assignor"),  having its chief executive office at [address], hereby assigns and
grants to Bank of  America,  N.A.  (formerly  known as  NationsBank,  N.A.),  as
Administrative  Agent  (in such  capacity,  the  "Administrative  Agent"),  with
offices at  NC1-001-15-04,  101 North Tryon Street,  Charlotte,  North  Carolina
28255, a security interest in (all of which are herein collectively  referred to
as the  "Copyright  Collateral")  (i) all of the  Assignor's  right,  title  and
interest in and to the United States  copyrights  and  associated  United States
copyright  registrations and applications for registration set forth in Schedule
A attached hereto (the "Copyrights"), (ii) all Proceeds (as such term is defined
in the Security  Agreement  referred to below) and  products of the  Copyrights,
(iii) the goodwill of the  businesses  symbolized by the Copyrights and (iv) all
causes of action arising prior to or after the date hereof for  infringement  of
any of the Copyrights.

         THIS  ASSIGNMENT is made to secure the full and prompt  performance and
payment  of all of the  Secured  Obligations  of the  Assignor,  as such term is
defined in the Amended and Restated Pledge and Security  Agreement,  dated as of
May 26, 2000 among the Assignor,  the Administrative Agent and the other parties
thereto (as amended,  restated,  modified or supplemented from time to time, the
"Security  Agreement").  Upon the  satisfaction  of the  conditions set forth in
Section  2.08(b) of the  Security  Agreement,  the  Administrative  Agent  shall
execute,  acknowledge,  and  deliver to the  Assignor an  instrument  in writing
releasing the security interests of the Copyright Collateral acquired under this
Assignment.

         THIS  ASSIGNMENT  has been  granted in  conjunction  with the  security
interest  granted to the  Administrative  Agent for the  benefit of the  Secured
Parties  under  the  Security   Agreement.   The  rights  and  remedies  of  the
Administrative  Agent with respect to the security  interest  granted herein are
without  prejudice  to, and are in addition  to those set forth in the  Security
Agreement,  all  terms  and  provisions  of which  are  incorporated  herein  by
reference.  In the event that any  provisions of this  Assignment  are deemed to
conflict with the Security  Agreement,  the provisions of the Security Agreement
shall govern.


<PAGE>



         IN WITNESS WHEREOF, the undersigned have executed this Assignment as of
the _____ day of ________________, 200__.

                                                  [NAME OF GRANTOR], as Assignor


                                                   By:__________________________
                                                        Title:




STATE OF
         -----------
              OF
-------------    -------


         The foregoing  instrument was acknowledged  before me this _____ day of
____________________,  200__ by  ____________________________________ as [title]
of  ____________________________,  a  _________________________  corporation, on
behalf of the corporation.

         My commission expires:

Notarial Seal

                                                                   Notary Public

                                                Bank of America, N.A.,
                                                as Administrative Agent


                                                By:________________________
                                                       Title:


                                                      BANK OF AMERICA, N.A.,
                                                      as Administrative Agent

                                                      By:_______________________
                                                          Title:




<PAGE>
                                                                      SCHEDULE A


                      COPYRIGHTS AND COPYRIGHT APPLICATIONS

  Serial No. or                                                        Copyright
Registration No.              Country         Publication Date           Title


<PAGE>

                                                                       EXHIBIT C
                                                                              to
                                                            Amended and Restated
                                                   Pledge and Security Agreement

                              [COPY TO BE INSERTED]

<PAGE>
                                                                     EXHIBIT K-1

                                    [FORM OF]
                            TRANCHE A REVOLVING NOTE

$                                                                         [DATE]
 -----------------


         FOR VALUE  RECEIVED,  the  undersigned,  ISG  RESOURCES,  INC.,  a Utah
corporation  (successor  to JTM  Industries,  Inc.,  a Texas  corporation)  (the
"Borrower"),  hereby promises to pay to the order of (a "Lender"), at the office
of  Bank  of  America,   N.A.   (formerly  known  as   NationsBank,   N.A.),  as
Administrative  Agent (the  "Administrative  Agent"), at 101 North Tryon Street,
NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places
as the holder hereof may designate), at the times set forth Amended and Restated
in the  Credit  Agreement  dated as of May  [___],  2000,  among  the  Borrower,
Industrial  Services  Group,  Inc.,  a  Delaware   corporation,   the  financial
institutions party thereto as lenders (the "Lenders"), the Administrative Agent,
Bank of  America,  N.A.,  as  Issuing  Lender,  and  Canadian  Imperial  Bank of
Commerce, as Documentation Agent (as it may be as amended, modified, restated or
supplemented  from time to time, the "Credit  Agreement")  but in no event later
than the Termination Date, in Dollars and in immediately available funds, in the
aggregate  principal amount of ($ ) or, if less than such principal amount,  the
aggregate  unpaid  principal amount of all Tranche A Revolving Loans made by the
Lender to the Borrower pursuant to the Credit Agreement and to pay interest from
the date  hereof  on the  unpaid  principal  amount  hereof,  from  time to time
outstanding,  in like money, at said office,  at the rate or rates per annum and
on the dates in accordance with Section 2.2(d) of the Credit Agreement.

         The defined terms in the Credit Agreement are used herein with the same
meaning.  This  promissory  note (this "Note") is one of the Tranche A Revolving
Notes  referred to in the Credit  Agreement.  All of the terms,  conditions  and
covenants of the Credit Agreement are expressly incorporated herein by reference
and made a part of this Note by  reference  in the same manner and with the same
effect as if set forth in their entirety  herein and,  subject to Section 9.4 of
the Credit Agreement, any holder of this Note is entitled to the benefits of and
remedies  provided  to a Lender in the  Credit  Agreement  and the other  Credit
Documents.

         Upon the occurrence and during the  continuance of an Event of Default,
the balance outstanding hereunder shall bear interest as provided in Section 3.1
of the  Credit  Agreement.  Further,  in the event the  payment  of all sums due
hereunder  is  accelerated  under the terms of the Credit  Agreement,  this Note
shall become immediately due and payable,  without presentment,  demand, protest
or notice of any kind, all of which are hereby waived by the Borrower.

         In the  event  this  Note  is not  paid  when  due  at  any  stated  or
accelerated  maturity,  the Borrower agrees to pay, in addition to the principal
of and  interest on this Note,  all costs of  collection,  including  reasonable
attorneys' fees and expenses.

         All borrowings  evidenced by this Note and all payments and prepayments
of the principal  hereof and interest  hereon and the  respective  dates thereof
shall be  endorsed  by the  holder  hereof on  Schedule  A  attached  hereto and
incorporated  herein by reference,  or on a continuation  thereof which shall be
attached hereto and made a part hereof;  provided,  however, that any failure to
endorse such  information on such schedule or continuation  thereof shall not in
any manner  affect the  obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Note.

         This Note and the  Tanche A  Revolving  Loans  evidenced  hereby may be
transferred  in whole or in part only by  registration  of such  transfer on the
Register  maintained by or on behalf of the Borrower as provided in Section 10.3
of the Credit Agreement.

         The Borrower and any and all sureties, guarantors and endorsers of this
Note and all other parties now or hereafter liable hereon, severally waive grace
(except grace provided  pursuant to the express terms of the Credit  Agreement),
presentment  for  payment,  protest,  notice  of any kind  (including  notice of
dishonor,  notice of protest,  notice of intention to  accelerate  and notice of
acceleration)  and diligence in  collecting  and bringing suit against any party
hereto,  and agree (i) to all extensions and partial  payments,  with or without
notice, before or after maturity, (ii) to any substitution,  exchange or release
of any security now or  hereafter  given for this Note,  (iii) to the release of
any party  primarily or  secondarily  liable hereon and (iv) that it will not be
necessary  for the  Administrative  Agent or any  Lenders,  in order to  enforce
payment of this Note, to first  institute or exhaust their remedies  against the
Borrower or any other party  liable  therefor or against any  security  for this
Note.  The  nonexercise  by the  holder of any of its  rights  hereunder  in any
particular  instance  shall  not  constitute  a  waiver  thereof  in that or any
subsequent instance.

         This Note shall be  construed  in  accordance  with and governed by the
laws of the State of New York.

         The  Borrower  shall not assign or delegate any of its rights or duties
hereunder or any interest  herein (whether  voluntarily,  by operation of law or
otherwise),  except as permitted by Section 10.3(a) of the Credit Agreement. Any
purported assignment or delegation in violation of the foregoing shall be void.

         IN  WITNESS  WHEREOF,  the  Borrower  has  caused  this Note to be duly
executed  by its duly  authorized  officer  as of the day and year  first  above
written.

                                          ISG RESOURCES, INC.,
                                          a Utah corporation

                                          By:______________________________
                                          Name:
                                          Title:


<PAGE>
<TABLE>
<CAPTION>



                                SCHEDULE A TO THE
                            TRANCHE A REVOLVING NOTE
                             OF ISG RESOURCES, INC.
                           DATED ____________________

                     Tranche A Revolving Loans and Payments


              Amount of             Type of
              Tranche A             Tranche A                                           Unpaid
              Revolving             Revolving                 Payments                  Principal    Notations
Date          Loan                   Loan            Principal             Interest     Balance      Made By
----          --------------        --------------   ---------             --------     -------      -------
<S>           <C>                   <C>              <C>                   <C>          <C>          <C>


</TABLE>
<PAGE>
                                                                     EXHIBIT K-2

                                    [FORM OF]
                            TRANCHE B REVOLVING NOTE

$                                                                         [DATE]
 -----------------


         FOR VALUE  RECEIVED,  the  undersigned,  ISG  RESOURCES,  INC.,  a Utah
corporation  (successor  to JTM  Industries,  Inc.,  a Texas  corporation)  (the
"Borrower"),  hereby promises to pay to the order of (a "Lender"), at the office
of  Bank  of  America,   N.A.   (formerly  known  as   NationsBank,   N.A.),  as
Administrative  Agent (the  "Administrative  Agent"), at 101 North Tryon Street,
NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places
as the holder hereof may designate), at the times set forth Amended and Restated
in the  Credit  Agreement  dated as of May  [___],  2000,  among  the  Borrower,
Industrial  Services  Group,  Inc.,  a  Delaware   corporation,   the  financial
institutions party thereto as lenders (the "Lenders"), the Administrative Agent,
Bank of America, N.A., as Issuing Lender and Canadian Imperial Bank of Commerce,
as  Documentation  Agent  (as  it  may  be as  amended,  modified,  restated  or
supplemented  from time to time, the "Credit  Agreement")  but in no event later
than the Termination Date, in Dollars and in immediately available funds, in the
aggregate  principal amount of ($ ) or, if less than such principal amount,  the
aggregate  unpaid  principal amount of all Tranche B Revolving Loans made by the
Lender to the Borrower pursuant to the Credit Agreement and to pay interest from
the date  hereof  on the  unpaid  principal  amount  hereof,  from  time to time
outstanding,  in like money, at said office,  at the rate or rates per annum and
on the dates in accordance with Section 2.4(d) of the Credit Agreement.

         The defined terms in the Credit Agreement are used herein with the same
meaning.  This  promissory  note (this "Note") is one of the Tranche B Revolving
Notes  referred to in the Credit  Agreement.  All of the terms,  conditions  and
covenants of the Credit Agreement are expressly incorporated herein by reference
and made a part of this Note by  reference  in the same manner and with the same
effect as if set forth in their entirety  herein and,  subject to Section 9.4 of
the Credit Agreement, any holder of this Note is entitled to the benefits of and
remedies  provided  to a Lender in the  Credit  Agreement  and the other  Credit
Documents.

         Upon the occurrence and during the  continuance of an Event of Default,
the balance outstanding hereunder shall bear interest as provided in Section 3.1
of the  Credit  Agreement.  Further,  in the event the  payment  of all sums due
hereunder  is  accelerated  under the terms of the Credit  Agreement,  this Note
shall become immediately due and payable,  without presentment,  demand, protest
or notice of any kind, all of which are hereby waived by the Borrower.

         In the  event  this  Note  is not  paid  when  due  at  any  stated  or
accelerated  maturity,  the Borrower agrees to pay, in addition to the principal
of and  interest on this Note,  all costs of  collection,  including  reasonable
attorneys' fees and expenses.

         All borrowings  evidenced by this Note and all payments and prepayments
of the principal  hereof and interest  hereon and the  respective  dates thereof
shall be  endorsed  by the  holder  hereof on  Schedule  A  attached  hereto and
incorporated  herein by reference,  or on a continuation  thereof which shall be
attached hereto and made a part hereof;  provided,  however, that any failure to
endorse such  information on such schedule or continuation  thereof shall not in
any manner  affect the  obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Note.

         This Note and the Tranche B  Revolving  Loans  evidenced  hereby may be
transferred  in whole or in part only by  registration  of such  transfer on the
Register  maintained by or on behalf of the Borrower as provided in Section 10.3
of the Credit Agreement.

         The Borrower and any and all sureties, guarantors and endorsers of this
Note and all other parties now or hereafter liable hereon, severally waive grace
(except grace provided  pursuant to the express terms of the Credit  Agreement),
presentment  for  payment,  protest,  notice  of any kind  (including  notice of
dishonor,  notice of protest,  notice of intention to  accelerate  and notice of
acceleration)  and diligence in  collecting  and bringing suit against any party
hereto,  and agree (i) to all extensions and partial  payments,  with or without
notice, before or after maturity, (ii) to any substitution,  exchange or release
of any security now or  hereafter  given for this Note,  (iii) to the release of
any party  primarily or  secondarily  liable hereon and (iv) that it will not be
necessary  for the  Administrative  Agent or any  Lenders,  in order to  enforce
payment of this Note, to first  institute or exhaust their remedies  against the
Borrower or any other party  liable  therefor or against any  security  for this
Note.  The  nonexercise  by the  holder of any of its  rights  hereunder  in any
particular  instance  shall  not  constitute  a  waiver  thereof  in that or any
subsequent instance.

         This Note shall be  construed  in  accordance  with and governed by the
laws of the State of New York.

         The  Borrower  shall not assign or delegate any of its rights or duties
hereunder or any interest  herein (whether  voluntarily,  by operation of law or
otherwise),  except as permitted by Section 10.3(a) of the Credit Agreement. Any
purported assignment or delegation in violation of the foregoing shall be void.

         IN  WITNESS  WHEREOF,  the  Borrower  has  caused  this Note to be duly
executed  by its duly  authorized  officer  as of the day and year  first  above
written.

                                  ISG RESOURCES, INC.,
                                  a Utah corporation

                                  By:____________________________
                                  Name:
                                  Title:


<PAGE>
<TABLE>
<CAPTION>



                                SCHEDULE A TO THE
                            TRANCHE B REVOLVING NOTE
                             OF ISG RESOURCES, INC.
                           DATED ____________________

                     Tranche B Revolving Loans and Payments

               Amount of          Type of
              Tranche B          Tranche B                                            Unpaid
              Revolving          Revolving                   Payments                 Principal      Notations
Date          Loan               Loan               Principal          Interest       Balance        Made By
----          ------------       ------------       ---------          --------       -------        -------
<S>           <C>                <C>                <C>                <C>            <C>            <C>


</TABLE>
<PAGE>

                                                                     EXHIBIT K-2

                                    [FORM OF]
                            TRANCHE B REVOLVING NOTE

$                                                                         [DATE]
 -----------------


         FOR VALUE  RECEIVED,  the  undersigned,  ISG  RESOURCES,  INC.,  a Utah
corporation  (successor  to JTM  Industries,  Inc.,  a Texas  corporation)  (the
"Borrower"),  hereby promises to pay to the order of (a "Lender"), at the office
of  Bank  of  America,   N.A.   (formerly  known  as   NationsBank,   N.A.),  as
Administrative  Agent (the  "Administrative  Agent"), at 101 North Tryon Street,
NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places
as the holder hereof may designate), at the times set forth Amended and Restated
in the  Credit  Agreement  dated as of May  [___],  2000,  among  the  Borrower,
Industrial  Services  Group,  Inc.,  a  Delaware   corporation,   the  financial
institutions party thereto as lenders (the "Lenders"), the Administrative Agent,
Bank of America, N.A., as Issuing Lender and Canadian Imperial Bank of Commerce,
as  Documentation  Agent  (as  it  may  be as  amended,  modified,  restated  or
supplemented  from time to time, the "Credit  Agreement")  but in no event later
than the Termination Date, in Dollars and in immediately available funds, in the
aggregate  principal amount of ($ ) or, if less than such principal amount,  the
aggregate  unpaid  principal amount of all Tranche B Revolving Loans made by the
Lender to the Borrower pursuant to the Credit Agreement and to pay interest from
the date  hereof  on the  unpaid  principal  amount  hereof,  from  time to time
outstanding,  in like money, at said office,  at the rate or rates per annum and
on the dates in accordance with Section 2.4(d) of the Credit Agreement.

         The defined terms in the Credit Agreement are used herein with the same
meaning.  This  promissory  note (this "Note") is one of the Tranche B Revolving
Notes  referred to in the Credit  Agreement.  All of the terms,  conditions  and
covenants of the Credit Agreement are expressly incorporated herein by reference
and made a part of this Note by  reference  in the same manner and with the same
effect as if set forth in their entirety  herein and,  subject to Section 9.4 of
the Credit Agreement, any holder of this Note is entitled to the benefits of and
remedies  provided  to a Lender in the  Credit  Agreement  and the other  Credit
Documents.

         Upon the occurrence and during the  continuance of an Event of Default,
the balance outstanding hereunder shall bear interest as provided in Section 3.1
of the  Credit  Agreement.  Further,  in the event the  payment  of all sums due
hereunder  is  accelerated  under the terms of the Credit  Agreement,  this Note
shall become immediately due and payable,  without presentment,  demand, protest
or notice of any kind, all of which are hereby waived by the Borrower.

         In the  event  this  Note  is not  paid  when  due  at  any  stated  or
accelerated  maturity,  the Borrower agrees to pay, in addition to the principal
of and  interest on this Note,  all costs of  collection,  including  reasonable
attorneys' fees and expenses.

         All borrowings  evidenced by this Note and all payments and prepayments
of the principal  hereof and interest  hereon and the  respective  dates thereof
shall be  endorsed  by the  holder  hereof on  Schedule  A  attached  hereto and
incorporated  herein by reference,  or on a continuation  thereof which shall be
attached hereto and made a part hereof;  provided,  however, that any failure to
endorse such  information on such schedule or continuation  thereof shall not in
any manner  affect the  obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Note.

         This Note and the Tranche B  Revolving  Loans  evidenced  hereby may be
transferred  in whole or in part only by  registration  of such  transfer on the
Register  maintained by or on behalf of the Borrower as provided in Section 10.3
of the Credit Agreement.

         The Borrower and any and all sureties, guarantors and endorsers of this
Note and all other parties now or hereafter liable hereon, severally waive grace
(except grace provided  pursuant to the express terms of the Credit  Agreement),
presentment  for  payment,  protest,  notice  of any kind  (including  notice of
dishonor,  notice of protest,  notice of intention to  accelerate  and notice of
acceleration)  and diligence in  collecting  and bringing suit against any party
hereto,  and agree (i) to all extensions and partial  payments,  with or without
notice, before or after maturity, (ii) to any substitution,  exchange or release
of any security now or  hereafter  given for this Note,  (iii) to the release of
any party  primarily or  secondarily  liable hereon and (iv) that it will not be
necessary  for the  Administrative  Agent or any  Lenders,  in order to  enforce
payment of this Note, to first  institute or exhaust their remedies  against the
Borrower or any other party  liable  therefor or against any  security  for this
Note.  The  nonexercise  by the  holder of any of its  rights  hereunder  in any
particular  instance  shall  not  constitute  a  waiver  thereof  in that or any
subsequent instance.

         This Note shall be  construed  in  accordance  with and governed by the
laws of the State of New York.

         The  Borrower  shall not assign or delegate any of its rights or duties
hereunder or any interest  herein (whether  voluntarily,  by operation of law or
otherwise),  except as permitted by Section 10.3(a) of the Credit Agreement. Any
purported assignment or delegation in violation of the foregoing shall be void.

         IN  WITNESS  WHEREOF,  the  Borrower  has  caused  this Note to be duly
executed  by its duly  authorized  officer  as of the day and year  first  above
written.

                                  ISG RESOURCES, INC.,
                                  a Utah corporation

                                  By:____________________________
                                  Name:
                                  Title:


<PAGE>
<TABLE>
<CAPTION>



                                SCHEDULE A TO THE
                            TRANCHE B REVOLVING NOTE
                             OF ISG RESOURCES, INC.
                           DATED ____________________

                     Tranche B Revolving Loans and Payments

               Amount of          Type of
              Tranche B          Tranche B                                            Unpaid
              Revolving          Revolving                   Payments                 Principal      Notations
Date          Loan               Loan               Principal          Interest       Balance        Made By
----          ------------       ------------       ---------          --------       -------        -------
<S>           <C>                <C>                <C>                <C>            <C>            <C>


</TABLE>
<PAGE>


                                                                     EXHIBIT L-1




To Call Writer Direct:
 212 446-4800

                                  May 26, 2000

To  the  Administrative  Agent
and each of the Lenders  party
to the Credit  Agreement  from
time to time referred to below
c/o Bank of America, N.A.
Independence Center, 15th Floor
NC1-001-15-04
101 North Tryon Street
Charlotte, NC 28255

         Re:      ISG Resources Inc. and Industrial Services Group, Inc.

Ladies and Gentlemen:

         We are issuing  this opinion  letter in our  capacity as special  legal
counsel  to ISG  Resources,  Inc.,  a Utah  corporation  (the  "Borrower"),  and
Industrial Services Group, Inc., a Delaware corporation ("Parent"),  in response
to the  requirement  in Section  4.1(c)(i)  of the Amended and  Restated  Credit
Agreement (the "Credit  Agreement"),  dated as of the date hereof,  by and among
the  Borrower,  Parent,  the  institutions  from time to time  party  thereto as
Lenders (the "Lenders"),  Bank of America,  N.A., as  Administrative  Agent, and
Canadian  Imperial Bank of Commerce,  as Documentation  Agent (the Lenders,  the
Administrative Agent and Documentation Agent herein collectively  referred to as
"you"). The term "Loan Agreements"  whenever it is used in this letter means the
Credit Agreement and the following  additional  agreements:  Security Agreement,
each Perfection Certificate,  the Depositary Bank Agreements, the Notes, the LOC
Documents,   each  Joinder  Agreement,   the  Parent  Guarantee  Agreement,  the
Subsidiary  Guarantee  Agreement,  the ISG  Capital  Guarantee,  the  Indemnity,
Subrogation and Contribution Agreement,  the Intercompany Notes, and the Tranche
B Put Agreement.  The term "Building  Supply" whenever it is used in this letter
means Don's Building  Supply,  L.L.P.,  a Texas limited  liability  partnership.
Terms used and not otherwise  defined herein shall have the meanings assigned to
such terms in the Credit Agreement.


<PAGE>



To  the  Administrative  Agent  and  each  of  the
Lenders party to the Credit Agreement from time to
time referred to below

May 26, 2000
Page 2



         Subject  to  the  assumptions,  qualifications,  exclusions  and  other
limitations which are identified in this letter and in the schedules attached to
this letter, we advise you that:

1.       The Borrower is a corporation  existing and in good standing  under the
         Business  Corporation Act of the State of Utah. Parent is a corporation
         existing and in good standing under the General  Corporation Law of the
         State of Delaware. Each of the Credit Parties (other than the Borrower,
         the Parent and Building  Supply) is a corporation  existing and in good
         standing under the General  Corporation Law of the State of California,
         the Business  Corporation  Act of the State of Texas,  and the Business
         Corporation  Act of the  State  of Utah,  as the case may be.  Building
         Supply is a limited liability partnership existing and in good standing
         under the laws of the State of Texas.

2.       The  Borrower  has the  corporate  power to enter into and  perform its
         obligations  under the Loan  Agreements to which it is a party.  Parent
         has the corporate power to enter into and perform its obligations under
         the Loan Agreements to which it is a party.  Each of the Credit Parties
         (other  than the  Borrower,  the Parent and  Building  Supply)  has the
         corporate  power to enter into and  perform its  obligations  under the
         Loan  Agreements to which it is a party.  Building Supply has the power
         to enter into and perform its obligations  under the Loan Agreements to
         which it is a party.

3.       The Board of Directors  of the  Borrower has adopted by requisite  vote
         the  resolutions  necessary to authorize  the  execution,  delivery and
         performance  by the  Borrower of the Loan  Agreements  to which it is a
         party.  The Board of Directors of Parent has adopted by requisite  vote
         the  resolutions  necessary to authorize  the  execution,  delivery and
         performance  by Parent of the Loan  Agreements  to which it is a party.
         The Board of Directors  of each Credit Party (other than the  Borrower,
         the Parent and  Building  Supply)  has  adopted by  requisite  vote the
         resolutions   necessary  to  authorize  the  execution,   delivery  and
         performance  by such  Person  of the Loan  Agreements  to which it is a
         party.  The  execution  and  delivery  by  Building  Supply of the Loan
         Agreements  to which  it is a party  has been  duly  authorized  by all
         requisite partnership and, if required, partner action.

4.       The Borrower has duly  executed and  delivered  the Loan  Agreements to
         which it is a party.  Parent has duly  executed and  delivered the Loan
         Agreements to which it is a party.  Each of the Credit  Parties  (other
         than the Borrower and the Parent) has duly  executed and  delivered the
         Loan Agreements to which it is a party.
<PAGE>

To  the  Administrative  Agent  and  each  of  the
Lenders party to the Credit Agreement from time to
time referred to below

May 26, 2000
Page 3


5.       Each of the Loan Agreements to which the Borrower is a party is a valid
         and binding  obligation of the Borrower and is enforceable  against the
         Borrower in accordance  with its terms.  Each of the Loan Agreements to
         which Parent is a party is a valid and binding obligation of Parent and
         is enforceable against the Parent in accordance with its terms. Each of
         the Loan Agreements to which each Credit Party (other than the Borrower
         and the  Parent) is a party is a valid and binding  obligation  of such
         Person and is  enforceable  against such Person in accordance  with its
         terms.

6.       The  execution and delivery by each of the Borrower and Parent and each
         Credit  Party  (other  than the  Borrower  and the  Parent) of the Loan
         Agreements to which it is a party and  performance  of its  obligations
         thereunder  will not (a) violate any  provisions of the  Certificate of
         Incorporation  or by-laws  (or the  Certificate  of  Limited  Liability
         Partnership  or  regulations,  in the case of  Bulding  Supply) of such
         Person or (b)  constitute  a material  violation  by such Person of any
         applicable  provision  of  statutory  law  or  governmental  regulation
         covered by this letter or (c) breach, or result in a default under, any
         Material  Contract,  except  such  breach  or  default  that  could not
         reasonably be expected to have a Material Adverse Effect, provided that
         we express no opinion with respect to  violations  under  cross-default
         provisions  referring to or based upon agreements that are not included
         in  such  Contracts  or  with  respect  to  compliance  with  financial
         covenants or tests.

7.       Neither the  Borrower  nor Parent nor any Credit  Party (other than the
         Borrower  and the  Parent)  was  required  (i) to obtain  any  consent,
         approval,   authorization   or  order  of,  or  make  any   filings  or
         registrations  with,  any United States  federal court or  governmental
         agency or (ii) to obtain any  consent or  approval  of any third  party
         pursuant to any Material  Contract or any  Indebtedness  referenced  on
         Schedule 7.1 of the Credit  Agreement,  in each case in order to obtain
         the  right to enter  into any of the Loan  Agreements  to which it is a
         party or to take any of the actions taken by it today to consummate the
         closing under the Loan Agreements to which it is a party.

<PAGE>

To  the  Administrative  Agent  and  each  of  the
Lenders party to the Credit Agreement from time to
time referred to below

May 26, 2000
Page 4


8.       The Security  Agreement creates valid security  interests in your favor
         in the Collateral  therein  respectively  described  which  constitutes
         property in which a security  interest can be granted under the Uniform
         Commercial  Code as  enacted  in New York (the "New  York  UCC").  Such
         Collateral is referred to herein as the "Code Collateral."

9.       None of the  Credit  Parties  is an  "investment  company"  within  the
         meaning of the Investment Company Act of 1940, as amended.

10.      None of the  Credit  Parties  is a  "holding  company,"  a  "subsidiary
         company"  of a  "holding  company,"  or an  "affiliate"  of a  "holding
         company"  within the meaning of the Public Utility  Holding Company Act
         of 1935, as amended.

11.      The making of the  extensions of credit by the Lenders  pursuant to the
         Credit   Agreement  as  contemplated   therein  and  for  the  purposes
         contemplated  thereby does not contravene  Regulations G, X or U of the
         Board of  Governors of the Federal  Reserve  System as in effect on the
         date hereof.

12.      The Uniform  Commercial  Code financing  statements  (Form UCC-1) which
         have been signed by representatives of the Borrower or the other Credit
         Parties (as  applicable)  and  delivered  on or before the date of this
         letter  in  connection  with  the  transactions  specified  in the Loan
         Agreements  (the "Financing  Statements"),  have been duly executed and
         delivered by such Persons.  When the Financing  Statements  executed by
         the Borrower or the other Credit Parties (as applicable) are duly filed
         or recorded, as appropriate,  in the Secretary of State of the State of
         New York, the security  interests under the Loan Agreements in the Code
         Collateral presently located or deemed located in the State of New York
         under Section 9-103 of the New York UCC will be perfected to the extent
         such security interests in such Code Collateral can be perfected by the
         filing of financing statements in the State of New York.

13.      Under Section 9-103 of the New York UCC, the  perfection  and effect of
         perfection of your security  interests in the remaining Code Collateral
         will be  governed  by laws  other  than those of the State of New York.
         Although we express no opinion as to such laws,  we have  reviewed  the
         Commerce   Clearing  House,   Inc.   Secured   Transactions   Guide  as
         supplemented  through April 25, 2000 (the "Guide") and, based solely on
         such review, it appears that when the Financing  Statements executed by
         the Borrower or the other Credit Parties (as applicable) are duly filed
         or recorded,  as appropriate,  in the appropriate filing offices in the
         State of Utah,  the State of  California,  or the  State of  Texas,  as
         applicable,  your security  interests under the Loan Agreements in such
         remaining Code Collateral will be perfected to the extent such security
         interests  can be perfected by the filing of  financing  statements  in
         such other states.
<PAGE>

To  the  Administrative  Agent  and  each  of  the
Lenders party to the Credit Agreement from time to
time referred to below

May 26, 2000
Page 5

14.      Assuming (in addition to all other  assumptions  upon which this letter
         is based)  that the  Administrative  Agent  has taken and is  retaining
         possession  in the State of New York of the  certificates  representing
         the securities  (within the meaning of Section  8-102(a)(15) of the New
         York UCC) identified on Schedule 3 to the Security  Agreement and which
         are  certificated  and pledged  pursuant to the Pledge  Agreement  (the
         "Pledged Securities"),  duly endorsed to the Administrative Agent or in
         blank by an  effective  endorsement  (within  the  meaning  of  Section
         8-102(a)(11)  of the  New  York  UCC),  the  security  interest  of the
         Administrative  Agent for the  benefit of the  Lenders in such  Pledged
         Securities (the creation of which is addressed in paragraph 7 above) is
         perfected by "control" under the New York UCC; and assuming further (in
         addition to all other assumptions upon which this letter is based) that
         the   Administrative   Agent  has  taken  possession  of  such  Pledged
         Securities and such accompanying endorsements without notice (actual or
         constructive) to the Administrative Agent or any Lender, at or prior to
         the time of delivery of such Pledged Securities and endorsements to the
         Administrative  Agent,  of any  adverse  claim  within  the  meaning of
         Section  8-102(a)(1) of the New York UCC, the Administrative  Agent has
         acquired its security interest in such Pledged Securities,  free of any
         such adverse claims.

15.      No litigation  which on the date of this letter is pending  against any
         of the Credit Parties with a court or being actively threatened against
         any such  Person  to our  actual  knowledge  seeks to  enjoin or obtain
         damages by reason of such Person's  execution or delivery of any of the
         Loan  Agreements  or  the  performance  by  such  Person  of any of its
         agreements in the Loan Agreements.
<PAGE>

To  the  Administrative  Agent  and  each  of  the
Lenders party to the Credit Agreement from time to
time referred to below

May 26, 2000
Page 6


16.      Upon the due filing and  recordation  of the  Assignment  of Patent and
         Trademarks and each Perfection  Certificate in the United States Patent
         and  Trademark  Office (the "PTO") and in the United  States  Copyright
         Office (the "Copyright Office"), as appropriate, and the payment of all
         filing and  recordation  fees  associated  therewith,  and assuming the
         existence of the security interests  purported to be created by each of
         the Security Agreement and each Perfection  Certificate,  such security
         interests are or will be perfected security interests in the Collateral
         described  therein  to the  extent  the same may be  perfected  by such
         filing.  We note for your  information that filing with the PTO and the
         Copyright  Office  alone may not be  sufficient  to  perfect  fully the
         security  interests in such  Collateral,  and that under the applicable
         Uniform  Commercial  Code and federal law,  appropriate  UCC  financing
         statements  may also be required to be filed in order to perfect  fully
         such security interests.

         In  preparing  this  letter,  we have relied  without  any  independent
verification upon the assumptions recited in Schedule B to this letter and upon:
(i) those  opinions of counsel to each Credit Party (other than  Parent),  which
opinions  are attached  hereto as Exhibit I  (collectively,  the "Local  Counsel
Opinions"),   (ii)   information   contained  in   certificates   obtained  from
governmental  authorities;  (iii) factual information  represented to be true in
the Credit  Agreement and the other Loan  Agreements;  (iv) factual  information
provided to us in a support certificate signed by the Borrower;  and (v) factual
information  we  have  obtained  from  such  other  sources  as we  have  deemed
reasonable.  We have  assumed  without  investigation  that  there  has  been no
relevant  change or  development  between the dates as of which the  information
cited in the  preceding  sentence was given and the date of this letter and that
the  information  upon  which  we have  relied  is  accurate  and  does not omit
disclosures  necessary to prevent such  information from being  misleading.  For
purposes  of each  opinion in  paragraph  1, we have relied  exclusively  upon a
certificate  issued by a governmental  authority in each relevant  jurisdiction,
and such opinion is not intended to provide any  conclusion or assurance  beyond
that conveyed by that certificate.

         While we have not conducted any independent  investigation to determine
facts upon which our  opinions  are based or to obtain  information  about which
this letter  advises  you, we confirm  that we do not have any actual  knowledge
which has caused us to conclude that our reliance and  assumptions  cited in the
preceding  paragraph are  unwarranted or that any  information  supplied in this
letter is wrong. The term "actual knowledge"  whenever it is used in this letter
with  respect to our firm means  conscious  awareness at the time this letter is
delivered on the date it bears by the following  Kirkland & Ellis lawyer who has
had  significant  involvement  with  negotiation  or  preparation  of the Credit
Agreement  (herein  called  "our  Designated  Transaction  Lawyer"):  J.  Andrew
Lindholm.
<PAGE>

To  the  Administrative  Agent  and  each  of  the
Lenders party to the Credit Agreement from time to
time referred to below

May 26, 2000
Page 7

         Our  advice on every  legal  issue  addressed  in this  letter is based
exclusively  on the  internal  law of New York or the  federal law of the United
States  except that:  (i) the opinions in paragraphs 1 through 4 with respect to
the Parent are based on the Delaware  General  Corporation Law; (ii) the opinion
in the first sentence of paragraph 1 is based on the Business Corporation Act of
the State of Utah and the opinion in the third  sentence of paragraph 1 is based
on the Business  Corporation  Act of the State of Utah, the General  Corporation
Law of the State of  California,  the Business  Corporation  Act of the State of
Texas and the Texas Uniform Partnership Act, as applicable; (iiii) our advice in
paragraph  13 is based  on the laws as  summarized  in the  Guide to the  extent
indicated  in that  paragraph.  We  advise  you  that we are  neither  Utah  nor
California nor Texas lawyers and our knowledge of the Business  Corporation  Act
of the State of Utah,  the General  Corporation  Law of the State of California,
the  Business  Corporation  Act of the  State of  Texas  and the  Texas  Uniform
Partnership  Act,  respectively,  for purposes of this Opinion is limited to our
reliance on the Local Counsel  Opinions.  We advise you that issues addressed by
this letter may be governed in whole or in part by other laws, but we express no
opinion as to whether any relevant difference exists between the laws upon which
our  opinions  are based and any other  laws  which  may  actually  govern.  Our
opinions  are  subject to all  qualifications  in Schedule A and do not cover or
otherwise  address any law or legal issue which is  identified  in the  attached
Schedule C or any  provision  in the Credit  Agreement  or any of the other Loan
Agreements of any type identified in Schedule D attached  hereto.  Provisions in
the Loan  Agreements  which are not  excluded by Schedule D or any other part of
this letter or its attachments are called the "Relevant Agreement Terms."

         Our advice on each legal issue addressed in this letter  represents our
opinion as to how that issue would be resolved  were it to be  considered by the
highest  court of the  jurisdiction  upon whose law our opinion on that issue is
based.  The manner in which any particular  issue would be treated in any actual
court case would  depend in part on facts and  circumstances  particular  to the
case,  and this  letter is not  intended to  guarantee  the outcome of any legal
dispute  which may  arise in the  future.  It is  possible  that  some  Relevant
Agreement Terms may not prove  enforceable for reasons other than those cited in
this letter should an actual enforcement action be brought,  but (subject to all
the exceptions,  qualifications,  exclusions and other limitations  contained in
this letter)  such  unenforceability  would not in our opinion  prevent you from
realizing  the  principal  benefits  purported  to be provided  by the  Relevant
Agreement Terms.
<PAGE>
To  the  Administrative  Agent  and  each  of  the
Lenders party to the Credit Agreement from time to
time referred to below

May 26, 2000
Page 8

         This letter speaks as of the time of its delivery on the date it bears.
We do not assume any  obligation to provide you with any  subsequent  opinion or
advice by reason of any fact about which our Designated  Transaction Lawyers did
not have actual  knowledge at that time,  by reason of any change  subsequent to
that time in any law covered by any of our  opinions,  or for any other  reason.
The attached schedules are an integral part of this letter, and any term defined
in this letter or any schedule has that defined  meaning  wherever it is used in
this letter or in any schedule to this letter.

         You may rely  upon  this  letter  only for the  purpose  served  by the
provision in the Credit Agreement cited in the initial  paragraph of this letter
in response to which it has been delivered.  Without our written consent: (i) no
person other than you may rely on this letter for any purpose;  (ii) this letter
may not be cited or  quoted  in any  financial  statement,  prospectus,  private
placement  memorandum  or other similar  document;  (iii) this letter may not be
cited or quoted in any other  document or  communication  which might  encourage
reliance  upon this  letter by any  person or for any  purpose  excluded  by the
restrictions  in this  paragraph;  and (iv)  copies  of this  letter  may not be
furnished to anyone for purposes of  encouraging  such  reliance,  provided that
copies  of this  letter  may be  furnished  to  prospective  Eligible  Assignees
pursuant to Section  10.3(b) of the Credit  Agreement for purposes of disclosure
only and may be relied upon by such  Person  upon such Person  becoming a Lender
pursuant to the terms and conditions of the Credit Agreement.

                                            Sincerely,


                                            Kirkland & Ellis


<PAGE>


                                   Schedule A

                             General Qualifications

         All of our  opinions  ("our  opinions")  in the  letter  to which  this
Schedule is attached  ("our  letter") are subject to each of the  qualifications
set forth in this Schedule.

1.       Bankruptcy  and  Insolvency  Exception.  Each  of  the  opinions  ("our
         opinions")  in our  letter is  subject  to the  effect  of  bankruptcy,
         insolvency, reorganization,  receivership, moratorium and other similar
         laws. This exception includes:

         (a)      the  Federal  Bankruptcy  Code  and  thus  comprehends,  among
                  others, matters of turn-over, automatic stay, avoiding powers,
                  fraudulent transfer,  preference,  discharge,  conversion of a
                  non-recourse obligation into a recourse claim,  limitations on
                  ipso facto and  anti-assignment  clauses  and the  coverage of
                  pre-petition   security  agreements   applicable  to  property
                  acquired after a petition is filed;

         (b)      all   other   Federal   and  state   bankruptcy,   insolvency,
                  reorganization,   receivership,  moratorium,  arrangement  and
                  assignment  for the benefit of creditors  laws that affect the
                  rights of  creditors  generally  or that have  reference to or
                  affect only creditors of specific types of debtors;

         (c)      state fraudulent transfer and conveyance laws; and

         (d)      judicially   developed   doctrines  in  this  area,   such  as
                  substantive    consolidation   of   entities   and   equitable
                  subordination.

2.       Equitable Principles Limitation. Each of our opinions is subject to the
         effect of general  principles of equity,  whether applied by a court of
         law or equity. This limitation includes principles:

         (a)      governing the availability of specific performance, injunctive
                  relief or other equitable remedies,  which generally place the
                  award of such remedies,  subject to certain guidelines, in the
                  discretion of the court to which  application  for such relief
                  is made;

         (b)      affording  equitable  defenses  (e.g.,   waiver,   laches  and
                  estoppel) against a party seeking enforcement;

                                  Schedule A-2

<PAGE>


         (c)      requiring good faith and fair dealing in the  performance  and
                  enforcement   of  a  contract   by  the  party   seeking   its
                  enforcement;

         (d)      requiring reasonableness in the performance and enforcement of
                  an agreement by the party seeking enforcement of the contract;

         (e)      requiring consideration of the materiality of (i) a breach and
                  (ii) the  consequences  of the  breach  to the  party  seeking
                  enforcement;

         (f)      requiring    consideration   of   the    impracticability   or
                  impossibility   of   performance  at  the  time  of  attempted
                  enforcement; and

         (g)      affording  defenses  based upon the  unconscionability  of the
                  enforcing  party's conduct after the parties have entered into
                  the contract.

3.       Other  Common  Qualifications.  Each of our  opinions is subject to the
         effect of rules of law that:

         (a)      limit or affect the  enforcement  of  provisions of a contract
                  that  purport  to  waive,   or  to  require   waiver  of,  the
                  obligations  of  good  faith,  fair  dealing,   diligence  and
                  reasonableness;

         (b)      provide  that forum  selection  clauses in  contracts  are not
                  necessarily binding on the court(s) in the forum selected;

         (c)      limit the availability of a remedy under certain circumstances
                  where another remedy has been elected;

         (d)      provide  a time  limitation  after  which a remedy  may not be
                  enforced;

         (e)      limit the right of a  creditor  to use force or cause a breach
                  of the peace in enforcing rights;

         (f)      relate  to  the  sale  or  disposition  of  collateral  or the
                  requirements of a commercially reasonable sale;

                                  Schedule A-3

<PAGE>

         (g)      limit the enforceability of provisions releasing,  exculpating
                  or exempting a party from, or requiring  indemnification  of a
                  party for,  liability  for its own action or inaction,  to the
                  extent   the   action   or   inaction   involves   negligence,
                  recklessness,  willful misconduct, unlawful conduct, violation
                  of  public   policy  or  litigation   against   another  party
                  determined adversely to such party;

         (h)      may,  where less than all of a contract may be  unenforceable,
                  limit the  enforceability  of the  balance of the  contract to
                  circumstances  in which the  unenforceable  portion  is not an
                  essential part of the agreed exchange;

         (i)      govern   and  afford   judicial   discretion   regarding   the
                  determination  of damages and  entitlement to attorneys'  fees
                  and other costs;

         (j)      may  permit a party  that has  materially  failed to render or
                  offer  performance  required  by the  contract  to  cure  that
                  failure unless (i) permitting a cure would unreasonably hinder
                  the aggrieved party from making  substitute  arrangements  for
                  performance,  or (ii) it was important in the circumstances to
                  the aggrieved party that performance  occur by the date stated
                  in the contract.

         (k)      may render guarantees  unenforceable under circumstances where
                  your  actions,  failures  to act  or  waivers,  amendments  or
                  replacement  of the Loan  Agreements  so radically  change the
                  essential nature of the terms and conditions of the guaranteed
                  obligations and the related  transactions  that, in effect,  a
                  new  relationship has arisen between you and Borrower or those
                  parties  signatory to each of the Parent  Guarantee  Agreement
                  and  the  Subsidiaries   Guarantee  Agreement   (collectively,
                  "Guarantors") which is substantially and materially  different
                  from that presently contemplated by the Loan Agreements.

4.       Referenced Provision Qualification.  In addition, our opinions, insofar
         as they relate to the validity,  binding effect or  enforceability of a
         provision  in any of the Loan  Agreements  requiring  the  Borrower  to
         perform its obligations  under, or to cause any other person to perform
         its obligations under, any provision (a "Referenced Provision") of such
         Loan  Agreement or of any of the other Loan  Agreements or stating that
         any  action  will be taken as  provided  in or in  accordance  with any
         provision (also a "Referenced  Provision") of any other Loan Agreement,
         are subject to the same qualifications as the corresponding  opinion in
         this letter relating to the validity, binding effect and enforceability
         of such Referenced Provision.  Requirements in the Loan Agreements that
         provisions  therein may only be waived or amended in writing may not be
         enforceable  to  the  extent  that  an  oral  agreement  or an  implied
         agreement  by trade  practice  or course of  conduct  has been  created
         modifying any such provision.

                                  Schedule A-4

<PAGE>

5.       Collateral  Qualifications.  The opinions  and advice  contained in our
         letter are subject to the following advice:

         (a)      certain  rights  of  debtors  and  duties of  secured  parties
                  referred to in Sections  1-102(3) and 9-501(3) of the New York
                  UCC may not be  waived,  released,  varied  or  disclaimed  by
                  agreement prior to a default;

         (b)      the  effect  of  (i)  the  limitations  on the  existence  and
                  perfection of security  interests in proceeds  resulting  from
                  the  operation  of  Section  9-306,  Section  9-115 or Section
                  8-321(1) (1994 version) of any applicable  Uniform  Commercial
                  Code;  (ii) the  limitations  in favor of  buyers  imposed  by
                  Sections 9-307 and 9-308 of any applicable  Uniform Commercial
                  Code;   (iii)  the  limitations  with  respect  to  documents,
                  instruments and securities  imposed by Section 9-309 and 8-302
                  (1994  version)  or 8-303  (1994  version)  of any  applicable
                  Uniform  Commercial  Code;  (iv)  other  rights of  persons in
                  possession  of money,  instruments  and proceeds  constituting
                  certificated or uncertificated securities; and (v) section 547
                  of the Bankruptcy Code with respect to preferential  transfers
                  and section  552 of the  Bankruptcy  Code with  respect to any
                  Collateral   acquired  by  the   Borrower  or  any   Guarantor
                  subsequent  to the  commencement  of a case  against or by the
                  Borrower or any Guarantor under the Bankruptcy Code;

         (c)      Article 9 of each applicable  Uniform Commercial Code requires
                  the filing of continuation statements within specified periods
                  in order to maintain the effectiveness of the filings referred
                  to in our letter;

         (d)      Additional  filings may be necessary  if the Borrower  changes
                  its name,  identity or corporate structure or the jurisdiction
                  in which any of its places of  business,  its chief  executive
                  office or any Collateral is located;

         (e)      your security  interest in certain of the Code  Collateral may
                  not be perfected by the filing of financing  statements  under
                  the Uniform Commercial Code;

         (f)      we express no opinion regarding the perfection of any security
                  interest  except as  specifically  set forth in our  letter or
                  regarding the continued perfection of any security interest in
                  any   Collateral   upon  or  following  the  removal  of  such
                  Collateral to another jurisdiction;

                                  Schedule A-5

<PAGE>

         (g)      the assignment of any contract,  lease, license, or permit may
                  require  the  approval  of the  issuer  thereof  or the  other
                  parties thereto;

         (h)      we express no opinion with respect to any  self-help  remedies
                  to the extent they vary from those  available under the UCC or
                  with respect to any remedies  otherwise  inconsistent with the
                  UCC to the extent that the UCC is applicable thereto;

         (i)      a substantial body of case law treats  guarantors as "debtors"
                  under the New York UCC, thereby  according  guarantors  rights
                  and remedies of debtors established by the New York UCC; and

         (j)      we express  no opinion  with  respect to the  adequacy  of the
                  waivers set forth in any guaranty insofar as they might not be
                  broad  enough for all  situations  which might arise for which
                  you would find a waiver  desirable,  and we express no opinion
                  as to whether the guarantee  would remain  enforceable  if you
                  release the primary  obligor either  directly or by electing a
                  remedy which  precludes you from proceeding  directly  against
                  the primary obligor.

                                  Schedule A-6

<PAGE>


                                   Schedule B

                                   Assumptions

         For purposes of our letter, we have relied, without investigation, upon
each of the following assumptions:

1.       Each  Credit  Party  (i) has the  requisite  title  and  rights  to any
         property   involved  in  the  transactions   effected  under  the  Loan
         Agreements  (herein  called  the  "Transactions")  including,   without
         limiting  the  generality  of the  foregoing,  each item of  Collateral
         existing on the date hereof and (ii) will have the requisite  title and
         rights to each item of Collateral arising after the date hereof.

2.       You  are  existing  and  in  good  standing  in  your  jurisdiction  of
         organization.

3.       You have full power and authority  (including  without limitation under
         the laws of your jurisdiction of organization) to execute,  deliver and
         to perform your obligations  under each of the Loan Agreements and each
         of the Loan Agreements has been duly authorized by all necessary action
         on your part and has been duly executed and duly delivered by you.

4.       The Loan Agreements  constitute valid and binding  obligations of yours
         and are enforceable against you in accordance with their terms (subject
         to  qualifications,  exclusions and other limitations  similar to those
         applicable to our letter).

5.       You have satisfied those legal  requirements that are applicable to you
         to the extent necessary to make the Loan Agreements enforceable against
         you.

6.       You have complied with all legal requirements pertaining to your status
         as such status  relates to your  rights to enforce the Loan  Agreements
         against each Credit Party.

7.       Each document submitted to us for review is accurate and complete, each
         such document that is an original is authentic, each such document that
         is a copy conforms to an authentic original,  and all signatures (other
         than  those of or on behalf of the  Borrower  or  Parent)  on each such
         document are genuine.

8.       There  has not been any  mutual  mistake  of fact or  misunderstanding,
         fraud, duress or undue influence.

                                  Schedule B-1

<PAGE>

9.       The conduct of the parties to the Loan Agreements has complied with any
         requirement of good faith, fair dealing and conscionability.

10.      You have acted in good faith and without notice of any defense  against
         the  enforcement  of any rights  created  by, or  adverse  claim to any
         property or security  interest  transferred  or created as part of, the
         Transactions.

11.      The descriptions of collateral in the Loan Agreements and the Financing
         Statements reasonably describe the property intended to be described as
         Collateral and the legal  descriptions of real estate  described in the
         Financing Statements to be filed as fixture filings are accurate.

12.      There are no agreements or understandings among the parties, written or
         oral,  and there is no usage of trade or course or prior  dealing among
         the parties that would, in either case,  define,  supplement or qualify
         the terms of the Credit Agreement or any of the other Loan Agreements.

13.      The  constitutionality  or  validity  of  a  relevant  statute,   rule,
         regulation or agency action is not in issue.

14.      All parties to the  Transactions  will act in accordance with, and will
         refrain  from  taking any action  that is  forbidden  by, the terms and
         conditions of the Loan Agreements.

15.      Value (as  defined in Section  1-201(44)  of the New York UCC) has been
         given by you to the Borrower and Guarantors for the security  interests
         and other  rights in and  assignments  of  Collateral  described  in or
         contemplated by the Loan Agreements.

16.      All agreements  other than the Loan Agreements (if any) with respect to
         which we have  provided  advice in our letter or reviewed in connection
         with our letter would be enforced as written.

17.      None of the Credit  Parties  will in the future take any  discretionary
         action  (including  a  decision  not to act)  permitted  under the Loan
         Agreements  that would  result in a violation  of law or  constitute  a
         breach or default  under any other  agreements or court orders to which
         such Person may be subject.

                                  Schedule B-2
<PAGE>

18.      All information required to be disclosed in connection with any consent
         or approval by the Board of Directors or  stockholders  (or  equivalent
         governing  group)  of  each  Credit  Party  and all  other  information
         required to be disclosed in connection  with any issue  relevant to our
         opinions has in fact been fully and fairly  disclosed to all persons to
         whom it is required to be disclosed.

19.      The certificates of incorporation (or equivalent governing  instrument)
         of  each  Credit  Party,  all  amendments  to  that  certificate,   all
         resolutions adopted  establishing classes or series of stock under that
         certificate, the bylaws of each Credit Party and all amendments to such
         bylaws  have been  adopted  in  accordance  with all  applicable  legal
         requirements.

20.      Each person who has taken any action relevant to any of our opinions in
         the capacity of director or officer was duly  elected to that  director
         or officer position and held that position when such action was taken.








                                  Schedule B-3


<PAGE>


                                   Schedule C

                          Excluded Law and Legal Issues

         None of the  opinions  or  advice  contained  in our  letter  covers or
otherwise addresses any of the following laws, regulations or other governmental
requirements or legal issues:

1.       Federal  securities  laws and  regulations  (including  the  Investment
         Company Act of 1940 and all other laws and regulations  administered by
         the United States Securities and Exchange Commission), state "Blue Sky"
         laws and  regulations,  and laws and regulations  relating to commodity
         (and other) futures and indices and other similar instruments;

2.       Federal Reserve Board margin regulations;

3.       pension and employee benefit laws and regulations (e.g., ERISA);

4.       Federal  and  state   antitrust   and  unfair   competition   laws  and
         regulations;

5.       Federal  and state laws and  regulations  concerning  filing and notice
         requirements  other than  requirements  applicable  to  charter-related
         documents such as a certificate of merger;

6.       compliance with fiduciary duty requirements;

7.       the statues and ordinances,  the administrative decisions and the rules
         and  regulations  of  counties,   towns,   municipalities  and  special
         political  subdivisions (whether created or enabled through legislative
         action at the Federal, state or regional level -- e.g., water agencies,
         joint power districts, turnpike and tollroad authorities, rapid transit
         districts or authorities,  and port authorities) and judicial decisions
         to the extent that they deal with any of the foregoing;

8.       the  characterization of a transaction as one involving the creation of
         a lien on real property, the characterization of a contract as one in a
         form  sufficient  to  create  a lien  or a  security  interest  in real
         property, the creation,  perfection,  priority or enforcement of a lien
         on real  property or matters  involving  ownership or title to any real
         property;

9.       the  priority  of any  security  interest  or, to the  extent  that the
         enforceability  of any security interest is dependent upon the priority
         thereof, the enforceability of such security interest;

                                  Schedule C-1
<PAGE>

10.      the creation,  perfection or  enforceability  of security  interests in
         property in which it is illegal or violative of  governmental  rules or
         regulations to grant a security  interest,  general  intangibles  which
         terminate  or become  terminable  if a  security  interest  is  granted
         therein,  property subject to negative pledge clauses of which you have
         knowledge,  vehicles,  ships,  vessels,  barges,  boats, railroad cars,
         locomotives  or  other  rolling  stock,  aircraft,   aircraft  engines,
         propellers  and related  parts,  or other property for which a state or
         federal statute or treaty provides for registration or certification of
         title or which specifies a place a filing different than that specified
         in Section 9-401 of any applicable  Uniform Commercial Code, cash which
         is not in your possession,  uncertificated securities, crops, timber to
         be cut,  fixtures,  accounts subject to subsection (5) of Section 9-103
         of  any  applicable  Uniform  Commercial  Code,  consumer  goods,  farm
         products,  equipment  used in farming  operations,  accounts or general
         intangibles  arising from or relating to the sale of farm products by a
         farmer,  property  identified to a contract  with, or in the possession
         of,  the  United  States  of  America  or  any  state,   county,  city,
         municipality or other  governmental  body or agency,  goods for which a
         negotiable  document of title has been issued,  and  copyrights,  other
         literary property rights,  service marks,  know-how,  processes,  trade
         secrets,  undocumented computer software, unrecorded and unwritten data
         and information, and rights and licenses thereunder;

11.      the  enforceability of any security  interest in any accounts,  chattel
         paper,  documents,  instruments or general  intangibles with respect to
         which the  account  debtor or obligor is the United  States of America,
         any state,  county,  city,  municipality or other governmental body, or
         any department, agency or instrumentality thereof;

12.      fraudulent transfer and fraudulent conveyance laws;

13.      Federal and state environmental laws and regulations;

14.      Federal and state land use and subdivision laws and regulations;

15.      Federal and state tax laws and regulations;

16.      Federal patent,  trademark and copyright,  state  trademark,  and other
         Federal and state intellectual property laws and regulations;

17.      Federal and state racketeering laws and regulations (e.g., RICO);

                                  Schedule C-2
<PAGE>

18.      Federal and state health and safety laws and regulations (e.g., OSHA);

19.      Federal and state labor laws and regulations;

20.      Federal  and  state  laws,  regulations  and  policies  concerning  (i)
         national and local emergency,  (ii) possible judicial deference to acts
         of sovereign states, and (iii) criminal and civil forfeiture laws;

21.      other Federal and state  statutes of general  application to the extent
         they provide for criminal  prosecution (e.g., mail fraud and wire fraud
         statutes);

22.      any laws, regulations, directives and executive orders that prohibit or
         limit the  enforceability  of  obligations  based on  attributes of the
         party seeking enforcement (e.g., the Trading with the Enemy Act and the
         International Emergency Economic Powers Act); and

23.      the effect of any law,  regulation  or order  which  hereafter  becomes
         effective.

          We have not  undertaken  any  research  for  purposes  of  determining
whether  any  Credit  Party  or any of  the  Transactions  which  may  occur  in
connection  with the Credit  Agreement  or any of the other Loan  Agreements  is
subject to any law or other  governmental  requirement  other than to those laws
and  requirements  which in our  experience  would  generally be  recognized  as
applicable  in the absence of  research by lawyers in New York,  and none of our
opinions  covers any such law or other  requirement  unless  (i) our  Designated
Transaction  Lawyer had actual  knowledge of its  applicability  at the time our
letter  was  delivered  on the date it bears  and (ii) it is not  excluded  from
coverage by other provisions in our letter or in any Schedule to our letter.



                                  Schedule C-3

<PAGE>


                                   Schedule D

                               Excluded Provisions

         None of the  opinions in the letter to which this  Schedule is attached
covers or otherwise addresses any of the following types of provisions which may
be contained in the Loan Agreements:

1.       Indemnification for negligence,  willful misconduct or other wrongdoing
         or strict  product  liability or any  indemnification  for  liabilities
         arising under securities laws.

2.       Provisions  mandating  contribution  towards  judgments or  settlements
         among various parties.

3.       Waivers of (i) legal or  equitable  defenses,  (ii)  rights to damages,
         (iii  )  rights  to  counter   claim  or  set  off,  (iv)  statutes  of
         limitations,  (v) rights to notice,  (vi) the  benefits  of  statutory,
         regulatory,  or  constitutional  rights,  unless  and to the extent the
         statute,  regulation,  or constitution  explicitly allows waiver, (vii)
         broadly or vaguely  stated  rights,  and (viii)  other  benefits to the
         extent they cannot be waived under applicable law.

4.       Provisions  providing for forfeitures or the recovery of amounts deemed
         to constitute  penalties,  or for liquidated  damages,  acceleration of
         future amounts due (other than principal) without appropriate  discount
         to present  value,  late  charges,  prepayment  charges,  interest upon
         interest, and increased interest rates upon default.

5.       Time-is-of-the-essence clauses.

6.       Provisions which provide a time limitation after which a remedy may not
         be enforced.

7.       Confession of judgment clauses.

8.       Agreements to submit to the  jurisdiction  of any  particular  court or
         other  governmental  authority (either as to personal  jurisdiction and
         subject matter jurisdiction);  provisions restricting access to courts;
         waiver  of the  right to jury  trial;  waiver  of  service  of  process
         requirements  which  would  otherwise  be  applicable;  and  provisions
         otherwise purporting to affect the jurisdiction and venue of courts.


                                  Schedule D-1
<PAGE>

9.       Provisions that attempt to change or waive rules of evidence or fix the
         method or  quantum  of proof to be  applied  in  litigation  or similar
         proceedings.

10.      Waivers of the right to trial by jury.

11.      Provisions  appointing one party as an attorney-in-fact  for an adverse
         party or providing that the decision of any  particular  person will be
         conclusive or binding on others.

12.      Provisions  purporting  to limit  rights of third  parties who have not
         consented thereto or purporting to grant rights to third parties.

13.      Provisions which purport to award attorneys' fees solely to one party.

14.      Arbitration agreements.

15.      Provisions  purporting to create a trust or constructive  trust without
         compliance with applicable trust law.

16.      Provisions relating to (i) insurance coverage requirements and (ii) the
         application of insurance proceeds and condemnation awards.

17.      Provisions that provide for the appointment of a receiver.

18.      Provisions  in any of the Loan  Agreements  requiring a Credit Party to
         perform its obligations  under, or to cause any other person to perform
         its  obligations  under,  or stating  that any action  will be taken as
         provided in or in accordance with, any agreement or other document that
         is not a Loan Agreement.

19.      Provisions,  if any,  which are  contrary  to the public  policy of any
         jurisdiction.

20.      The  enforceability  of any  provision  of  any  Loan  Agreement  which
         purports to authorize you to sign or file financing statements or other
         documents  without the signature of the debtor  (except to the extent a
         secured  party may execute and file  financing  statements  without the
         signature  of the  debtor  under  Section  9-402(2)  of the  applicable
         Uniform Commercial Code).

21.      The  enforceability  of any  provision  of  any  Loan  Agreement  which
         purports to  authorize  you to purchase  at a private  sale  Collateral
         which is not subject to widely distributed standard price quotations or
         sold on a recognized market.

                                  Schedule D-2

<PAGE>
                                                                     EXHIBIT L-2


                                  May 26, 2000

To the Agents and Lenders
Listed on Schedule 1
Attached Hereto

Dear Sirs:

         We have acted as Utah counsel to ISG  Resources,  Inc.  and  Industrial
Services Group,  Inc.  (sometimes  hereafter  collectively  the  "Companies") in
connection  with the execution and delivery of each of the Credit  Documents (as
defined in the Amended and Restated  Credit  Agreement  dated as of May 26, 2000
(the "Credit Agreement") among ISG Resources, Inc. (successor in interest to JTM
Industries,  Inc.),  Industrial  Services Group,  Inc., the several lenders from
time  to  time  party  thereto,   Bank  of  America,  N.A.  (formerly  known  as
NationsBank,  N.A.),  as  Administrative  Agent and Issuing  Lender and Canadian
Imperial Bank of Commerce,  as  Documentation  Agent) to which it is party.  All
capitalized terms used herein and not otherwise defined herein have the meanings
assigned to them in the Credit Agreement.

         We have examined executed copies of such Credit Documents and originals
or copies, certified or otherwise identified to our satisfaction,  of such other
documents,  corporate  records,  certificates  of  public  officials  and  other
instruments we have deemed  necessary or advisable for purposes of this opinion.
We have also  examined  and relied upon  representations  and  warranties  as to
factual  matters  contained in or made pursuant to the Credit  Agreement and the
other Credit Documents.

         In  such   examinations,   we  have  assumed  the  genuineness  of  all
signatures,  the authenticity of all documents  submitted to us as originals and
the conformity to authentic original documents of all documents  submitted to us
as certified,  conformed or  photostatic  copies.  We have also assumed that all
parties  to the  Credit  Documents,  other  than the  Companies,  have  properly
executed and delivered the Credit Documents and that such execution and delivery
have been  properly  authorized as to each of said parties and that such parties
have the power fully to perform their  respective  obligations  under the Credit
Documents.

         Based upon the foregoing, we are of the opinion that:

         1. ISG Resources, Inc. is duly organized,  validly existing and in good
standing under the laws of the State of Utah and Industrial Services Group, Inc.
is duly organized,  validly  existing and in good standing under the laws of the
State of Delaware,  and each is  qualified to do business in every  jurisdiction
where  such  qualification  is  required,  except  where  the  failure  to be so
qualified would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

         2.  The  Credit   Documents  have  been  duly   authorized,   executed,
acknowledged  and  delivered by the Companies  and are  enforceable  against the
Companies in accordance with its terms.

         3. The Companies  have all requisite  corporate  power and authority to
own and operate their Properties, to lease the Properties they operate as lessee
and to conduct the business in which they are currently  engaged.  The Companies
have all requisite power to execute, deliver and perform their obligations under
each of the Credit Documents to which they are or will be a party.

         4. The execution and delivery by the Companies of the Credit  Documents
to which they are a party, the performance by the Companies of their obligations
thereunder, including foreclosure by the Administrative Agent against any of the
Collateral  (a) based  upon our  review of  appropriate  resolutions,  officers'
certificates  and relevant bylaws and articles of  incorporation,  the corporate
action and authorizations  undertaken by the Companies have been duly authorized
by all requisite  corporate and, if required,  stockholder  action, and (b) will
not violate (i) any provision of law, statute,  rule, regulation or order of any
Governmental  Authority  in the  State  of  Utah or (ii)  any  provision  of the
certificate of incorporation or by-laws of the Companies.

         5. No consent or  authorization  of,  filing  with,  notice to or other
similar act by or in respect of any Governmental  Authority in the State of Utah
is required to be obtained or made in connection  with the execution,  delivery,
performance,  validity or  enforceability  of the Credit  Documents to which the
Companies are a party, by or on behalf of the Companies.

         6. To the best of our knowledge  after due inquiry,  the Companies have
obtained and maintained all material licenses, permits and authorizations issued
or granted by Governmental  Authorities in the State of Utah which are necessary
or desirable  for the conduct of the  Companies  business as conducted as of the
date of this opinion letter.

         Our opinions set forth above are subject to the  following  exceptions,
qualifications and limitations:

                  a. We are only licensed to practice in Utah,  and the opinions
herein  given are based upon the  assumption  that Utah law does not  materially
differ from New York law with respect to the matters as to which we are opining.

                  b. The effect of any bankruptcy,  insolvency,  reorganization,
moratorium,  arrangement or similar laws affecting the enforcement of creditors'
rights  generally,  including,  without  limitation,  the effect of statutory or
other laws regarding fraudulent or preferential transfers.

                  c.  General  principles  of  equity,   regardless  of  whether
enforceability  is considered,  in  proceedings in equity or at law,  including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing  and the  ability  to obtain the remedy of  specific  performance  of an
obligation  or injunctive  relief,  to assert setoff rights and the doctrines of
subrogation and estoppel.

                  d. We express  no  opinion as to whether a court will  enforce
the rights of Lender to exercise  remedies  upon the  happening of a nonmaterial
breach of the Credit  Documents  (including  material  breaches  of  nonmaterial
provisions thereof).

                  e. We express no opinion as to the  enforceability of any term
of the Credit Documents relating to, statutes of limitation,  choice of law, the
jurisdiction of, or venue in, any court, the waivers of substantive rights under
statute  or  applicable  law,  including  but not  limited to the waiver of jury
trials,  defenses,  or other remedies,  or establishing  evidentiary  standards,
except as to the matters  addressed in paragraph 6 of that other certain opinion
letter of even date and signed by the undersigned, pertaining to the decision of
the Utah Supreme Court in Prows v. Pinpoint Retail  Systems,  Inc., 868 P.2d 809
(Utah 1993).

                  f. We express no  opinion  as to any  provision  of the Credit
Documents  which  provides  for the payment of interest on  interest,  increased
rates of interest or any  so-called  "premium" in the event of a default  and/or
late  charges  upon  delinquency  in  payments  or in the  event  of a  default,
liquidated  damages,  or  prepayment  premiums,  if any,  to the extent they are
deemed to be penalties or forfeitures.

                  g. We express no opinion  as to (a)  compliance  with,  or the
absence of any violation of, any state or federal  securities  laws or the rules
and regulations  pertaining  thereto or (b) any law other than the United States
Federal Law and the law of Utah.

                  h. We  express no  opinion  as to the  language  of any of the
Guarantee  Agreements  purporting to compel  payment of  Guaranteed  Obligations
regardless  of any  law,  regulation  or  order  affecting  the  terms  of  such
obligations, or regardless of the invalidity,  illegality or unenforceability of
the Guaranteed  Obligations or the fact that such obligations  cease to exist by
operation of law.

                  i. Our  opinion  is based  only upon  current  Utah law and we
disclaim any obligation - to advise you as to subsequent changes in the law.

         This opinion is solely for the benefit of the Agents and Lenders listed
on  Schedule 1 and their  successors  and  assigns and may not be relied upon or
used by,  circulated,  quoted or referred to, or copies hereof delivered to, any
other person without our prior written approval.  We understand that you and any
lender will  exclusively  rely on this opinion letter in connection with the due
authorization,  execution and delivery of the documents  referred to herein. The
opinions  expressed  in this  letter are  rendered  as of the date hereof and we
disclaim any  obligation to update this opinion  letter for events  occurring or
coming to our attention after the date hereof.

                                       Sincerely,

                                       PARSONS BEHLE & LATIMER





WJF/rls


<PAGE>





To the Agents and  Lenders  Listed on  Schedule 1 Attached
Hereto

August 11, 2000
Page Five

338461.4

338461.4

                                   SCHEDULE 1

                                     LENDERS

Bank of America, N.A., as Lender, Administrative Agent
and Issuing Lender
Independence Center, 15th Floor

NC1-001-15-04
101 North Tryon Street
Charlotte, North Carolina  28255

Canadian Imperial Bank of Commerce
425 Lexington Avenue, 3rd Floor
New York, New York  10017

Zions First National Bank
1 South Main Street
Salt Lake City, Utah  84111

<PAGE>


                                 DONALD L. CUBA
                         ATTORNEYS AND COUNSELORS AT LAW
                      Wells Fargo Bank Building, Suite 105
                            8700 Crownhill Boulevard
                            San Antonio, Texas 78209
                              Voice (210) 828-5888
                               Fax (210) 828-9557

                                 August 11, 2000

Bank of America, N.A., as Lender, Administrative Agent
and Issuing Lender
Independence Center, 15th Floor
NC1-001-15-04
101 North Tryon Street
Charlotte, North Carolina  28255

Dear Sirs:

         I have acted as Texas  counsel to BEST MASONRY & TOOL  SUPPLY,  INC. in
connection with the negotiation,  preparation, execution and delivery of each of
the Credit  Documents (as defined in the Amended and Restated  Credit  Agreement
dated as of May [ ], 2000 (the "Credit  Agreement")  among ISG  Resources,  Inc.
(successor in interest to JTM  Industries,  Inc.),  Industrial  Services  Group,
Inc., the several lenders from time to time party thereto, Bank of America, N.A.
(formerly  known as  NationsBank,  N.A.),  as  Administrative  Agent and Issuing
Lender and Canadian Imperial Bank of Commerce,  as Documentation Agent) to which
it is party. All capitalized  terms used herein and not otherwise defined herein
have the meanings assigned to them in the Credit Agreement.

         I have examined  executed copies of such Credit Documents and originals
or copies,  certified or otherwise identified to my satisfaction,  of such other
documents,  corporate  records,  certificates  of  public  officials  and  other
instruments I have deemed necessary or advisable for purposes of this opinion. I
have also examined and relied upon  representations and warranties as to factual
matters  contained  in or made  pursuant to the Credit  Agreement  and the other
Credit Documents.

         In such examinations, I have assumed the genuineness of all signatures,
the  authenticity  of  all  documents  submitted  to me  as  originals  and  the
conformity to authentic original  documents of all documents  submitted to me as
certified, conformed or photostatic copies. I have also assumed that all parties
to the  Credit  Documents,  other than BEST  MASONRY & TOOL  SUPPLY,  INC.  have
properly executed and delivered the Credit Documents and that such execution and
delivery have been properly  authorized as to each of said parties and that such
parties have the power fully to perform their respective  obligations  under the
Credit Documents.

         Based upon the foregoing, I am of the opinion that:

         1. BEST MASONRY & TOOL SUPPLY, INC. is duly organized, validly existing
and in good standing under the laws of the State of Texas and is qualified to do
business in every  jurisdiction  where such  qualification  is required,  except
where  the  failure  to  be so  qualified  would  not,  individually  or in  the
aggregate, reasonably be expected to have a Material Adverse Effect.

         2. BEST MASONRY & TOOL SUPPLY,  INC. has all requisite  corporate power
and authority to own and operate its Property, to lease the Property it operates
as lessee and to conduct the  business in which it is  currently  engaged.  BEST
MASONRY & TOOL SUPPLY,  INC.  has all  requisite  power to execute,  deliver and
perform its  obligations  under each of the Credit  Documents  to which it is or
will be a party.

         3. The  execution  and delivery by BEST MASONRY & TOOL SUPPLY,  INC. of
the Credit  Documents to which it is a party,  the performance by BEST MASONRY &
TOOL SUPPLY, INC. of its obligations  thereunder,  including  foreclosure by the
Administrative Agent against any of the Collateral (a) have been duly authorized
by all requisite  corporate and, if required,  stockholder  action, and (b) will
not violate (i) any provision of law, statute,  rule, regulation or order of any
Governmental  Authority  in the  State of Texas  or (ii)  any  provision  of the
Certificate of Incorporation or By-laws of BEST MASONRY & TOOL SUPPLY, INC.

         4. No consent or  authorization  of,  filing  with,  notice to or other
similar act by or in respect of any Governmental Authority in the State of Texas
is required to be obtained or made in connection  with the execution,  delivery,
performance,  validity or  enforceability  of the Credit Documents to which BEST
MASONRY & TOOL SUPPLY,  INC. is a party,  by or on behalf of BEST MASONRY & TOOL
SUPPLY, INC., except consent,  authorizations,  notices and filings disclosed in
Schedule 5.4 to the Credit Agreement, all of which have been obtained or made.

         5. To the best of my knowledge  after due inquiry,  BEST MASONRY & TOOL
SUPPLY,  INC. has obtained and  maintained  all material  licenses,  permits and
authorizations  issued or granted by  Governmental  Authorities  in the State of
Texas which are  necessary or  desirable  for the conduct of BEST MASONRY & TOOL
SUPPLY, INC. business as conducted as of the date of this opinion letter.

                                            Very truly yours,



                                            Donald L. Cuba


<PAGE>
                                 DONALD L. CUBA
                         ATTORNEYS AND COUNSELORS AT LAW
                      Wells Fargo Bank Building, Suite 105
                            8700 Crownhill Boulevard
                            San Antonio, Texas 78209
                              Voice (210) 828-5888
                               Fax (210) 828-9557

                                 August 11, 2000

Bank of America, N.A., as Lender, Administrative Agent
and Issuing Lender
Independence Center, 15th Floor
NC1-001-15-04
101 North Tryon Street
Charlotte, North Carolina  28255

Dear Sirs:

         I have acted as Texas counsel to MAGNA WALL,  INC. in  connection  with
the  negotiation,  preparation,  execution  and  delivery  of each of the Credit
Documents (as defined in the Amended and Restated  Credit  Agreement dated as of
May [ ], 2000 (the "Credit  Agreement") among ISG Resources,  Inc. (successor in
interest to JTM Industries,  Inc.), Industrial Services Group, Inc., the several
lenders from time to time party thereto,  Bank of America,  N.A. (formerly known
as NationsBank,  N.A.), as Administrative  Agent and Issuing Lender and Canadian
Imperial Bank of Commerce,  as  Documentation  Agent) to which it is party.  All
capitalized terms used herein and not otherwise defined herein have the meanings
assigned to them in the Credit Agreement.

         I have examined  executed copies of such Credit Documents and originals
or copies,  certified or otherwise identified to my satisfaction,  of such other
documents,  corporate  records,  certificates  of  public  officials  and  other
instruments I have deemed necessary or advisable for purposes of this opinion. I
have also examined and relied upon  representations and warranties as to factual
matters  contained  in or made  pursuant to the Credit  Agreement  and the other
Credit Documents.

         In such examinations, I have assumed the genuineness of all signatures,
the  authenticity  of  all  documents  submitted  to me  as  originals  and  the
conformity to authentic original  documents of all documents  submitted to me as
certified, conformed or photostatic copies. I have also assumed that all parties
to the Credit Documents,  other than MAGNA WALL, INC. have properly executed and
delivered the Credit  Documents  and that such  execution and delivery have been
properly  authorized  as to each of said  parties and that such parties have the
power fully to perform their respective obligations under the Credit Documents.

         Based upon the foregoing, I am of the opinion that:

         1. MAGNA WALL,  INC. is duly  organized,  validly  existing and in good
standing under the laws of the State of Texas and is qualified to do business in
every  jurisdiction  where such  qualification  is  required,  except  where the
failure  to be so  qualified  would  not,  individually  or  in  the  aggregate,
reasonably be expected to have a Material Adverse Effect.

         2. MAGNA WALL, INC. has all requisite  corporate power and authority to
own and operate its Property, to lease the Property it operates as lessee and to
conduct the business in which it is currently engaged.  MAGNA WALL, INC. has all
requisite power to execute,  deliver and perform its  obligations  under each of
the Credit Documents to which it is or will be a party.

         3. The  execution  and  delivery  by MAGNA  WALL,  INC.  of the  Credit
Documents to which it is a party,  the  performance  by MAGNA WALL,  INC. of its
obligations  thereunder,  including  foreclosure  by  the  Administrative  Agent
against any of the  Collateral  (a) have been duly  authorized  by all requisite
corporate and, if required, stockholder action, and (b) will not violate (i) any
provision  of law,  statute,  rule,  regulation  or  order  of any  Governmental
Authority  in the State of Texas or (ii) any  provision  of the  Certificate  of
Incorporation or By-laws of MAGNA WALL, INC.

         4. No consent or  authorization  of,  filing  with,  notice to or other
similar act by or in respect of any Governmental Authority in the State of Texas
is required to be obtained or made in connection  with the execution,  delivery,
performance,  validity or  enforceability of the Credit Documents to which MAGNA
WALL,  INC. is a party,  by or on behalf of MAGNA WALL,  INC.,  except  consent,
authorizations,  notices and  filings  disclosed  in Schedule  5.4 to the Credit
Agreement, all of which have been obtained or made.

         5. To the best of my knowledge after due inquiry,  MAGNA WALL, INC. has
obtained and maintained all material licenses, permits and authorizations issued
or granted by Governmental Authorities in the State of Texas which are necessary
or desirable for the conduct of MAGNA WALL, INC. business as conducted as of the
date of this opinion letter.

                                            Very truly yours,



                                            Donald L. Cuba
<PAGE>
                                 DONALD L. CUBA
                         ATTORNEYS AND COUNSELORS AT LAW
                      Wells Fargo Bank Building, Suite 105
                            8700 Crownhill Boulevard
                            San Antonio, Texas 78209
                              Voice (210) 828-5888
                               Fax (210) 828-9557

                                 August 11, 2000

Bank of America, N.A., as Lender, Administrative Agent
and Issuing Lender
Independence Center, 15th Floor

NC1-001-15-04
101 North Tryon Street
Charlotte, North Carolina  28255

Dear Sirs:

         I have  acted as Texas  counsel  to DON'S  BUILDING  SUPPLY  L.L.P.  in
connection with the negotiation,  preparation, execution and delivery of each of
the Credit  Documents (as defined in the Amended and Restated  Credit  Agreement
dated as of May [ ], 2000 (the "Credit  Agreement")  among ISG  Resources,  Inc.
(successor in interest to JTM  Industries,  Inc.),  Industrial  Services  Group,
Inc., the several lenders from time to time party thereto, Bank of America, N.A.
(formerly  known as  NationsBank,  N.A.),  as  Administrative  Agent and Issuing
Lender and Canadian Imperial Bank of Commerce,  as Documentation Agent) to which
it is party. All capitalized  terms used herein and not otherwise defined herein
have the meanings assigned to them in the Credit Agreement.

         I have examined  executed copies of such Credit Documents and originals
or copies,  certified or otherwise identified to my satisfaction,  of such other
documents,  corporate  records,  certificates  of  public  officials  and  other
instruments I have deemed necessary or advisable for purposes of this opinion. I
have also examined and relied upon  representations and warranties as to factual
matters  contained  in or made  pursuant to the Credit  Agreement  and the other
Credit Documents.

         In such examinations, I have assumed the genuineness of all signatures,
the  authenticity  of  all  documents  submitted  to me  as  originals  and  the
conformity to authentic original  documents of all documents  submitted to me as
certified, conformed or photostatic copies. I have also assumed that all parties
to the Credit  Documents,  other than DON'S BUILDING SUPPLY L.L.P. have properly
executed and delivered the Credit Documents and that such execution and delivery
have been  properly  authorized as to each of said parties and that such parties
have the power fully to perform their  respective  obligations  under the Credit
Documents.

         Based upon the foregoing, I am of the opinion that:

         1. DON'S BUILDING SUPPLY L.L.P. is duly organized, validly existing and
in good  standing  under the laws of the State of Texas and is  qualified  to do
business in every  jurisdiction  where such  qualification  is required,  except
where  the  failure  to  be so  qualified  would  not,  individually  or in  the
aggregate, reasonably be expected to have a Material Adverse Effect.

         2. DON'S BUILDING SUPPLY L.L.P. has all requisite  authority to own and
operate its Property, to lease the Property it operates as lessee and to conduct
the business in which it is currently engaged.  DON'S BUILDING SUPPLY L.L.P. has
all requisite power to execute,  deliver and perform its obligations  under each
of the Credit Documents to which it is or will be a party.

         3. The execution and delivery by DON'S  BUILDING  SUPPLY L.L.P.  of the
Credit  Documents  to which it is a party,  the  performance  by DON'S  BUILDING
SUPPLY  L.L.P.  of its  obligations  thereunder,  including  foreclosure  by the
Administrative Agent against any of the Collateral (a) have been duly authorized
by all requisite partnership and, if required,  partner action, and (b) will not
violate (i) any  provision of law,  statute,  rule,  regulation  or order of any
Governmental  Authority  in the  State of Texas  or (ii)  any  provision  of the
Certificate  of Limited  Liability  Partnership or Regulations of DON'S BUILDING
SUPPLY L.L.P.

         4. No consent or  authorization  of,  filing  with,  notice to or other
similar act by or in respect of any Governmental Authority in the State of Texas
is required to be obtained or made in connection  with the execution,  delivery,
performance,  validity or  enforceability of the Credit Documents to which DON'S
BUILDING  SUPPLY L.L.P.  is a party,  by or on behalf of DON'S  BUILDING  SUPPLY
L.L.P.,  except  consent,  authorizations,  notices  and  filings  disclosed  in
Schedule 5.4 to the Credit Agreement, all of which have been obtained or made.

         5. To the best of my knowledge after due inquiry, DON'S BUILDING SUPPLY
L.L.P.  has  obtained  and  maintained  all  material   licenses,   permits  and
authorizations  issued or granted by  Governmental  Authorities  in the State of
Texas which are necessary or desirable for the conduct of DON'S BUILDING  SUPPLY
L.L.P. business as conducted as of the date of this opinion letter.

                                            Very truly yours,



                                            Donald L. Cuba
<PAGE>
                               FERRUZZO & FERRUZZO

THOMAS G. FERRUZZO*                   ATTORNEYS AT LAW
JAMES J. FERRUZZO*         A PARTNERSHIP, INCLUDING PROFESSIONAL CORPORATIONS
JAMES K. LEESE*                   2114 NORTH BROADWAY
JOHN R. PELLE                   SANTA ANA, CALIFORNIA 92706
DIRK E. PETCHUL                           May ___, 2000
GREGORY J. FERRUZZO
M. SUSAN WATSON1
SHERRY D. GRAYBEHL2
LINDA J. BERBERIAN
STEVEN T. MYERS
WILLIAM N. VILLARD                                     TELEPHONE (714) 834-9322
JASON D. COHN                                          FAX (714) 834-9358
--------------
*A PROFESSIONAL CORPORATION
1 CERTIFIED TAXATION LAW
SPECIALIST
2 CERTIFIED FAMILY LAW
SPECIALIST

                                                                  I056-001\83454


To the Agents and Lenders
Listed on Schedule 1
Attached Hereto

Dear Sirs:

We have acted in the  limited  role as  California  counsel  to UNITED  TERRAZZO
SUPPLY CO., INC., A CALIFORNIA  CORPORATION in connection with the execution and
delivery of each of the Credit Documents (as defined in the Amended and Restated
Credit  Agreement dated as of May ___, 2000 (the "Credit  Agreement")  among ISG
Resources,  Inc.,  (successor in interest to JTM Industries,  Inc.),  Industrial
Services Group, Inc., the several lenders from time to time party thereto,  Bank
of America, N.A. (formerly known as NationsBank,  N.A.), as Administrative Agent
and Issuing  Lender and Canadian  Imperial  Bank of Commerce,  as  Documentation
Agent) to which it has executed as a party.  All  capitalized  terms used herein
and not  otherwise  defined  herein  have the  meanings  assigned to them in the
Credit Agreement.

We have examined  executed copies of such Credit  Documents  (executed by UNITED
TERRAZZO  SUPPLY CO., INC., A CALIFORNIA  CORPORATION)  and originals or copies,
certified or otherwise identified to our satisfaction,  of such other documents,
corporate  records,  certificates of public  officials and other  instruments we
have deemed  necessary or advisable for purposes of this  opinion.  We have also
examined and relied upon  representations  and warranties as to factual  matters
contained  in or made  pursuant  to the Credit  Agreement  and the other  Credit
Documents.

In such  examinations,  we have assumed the genuineness of all  signatures,  the
authenticity of all documents submitted to us as originals and the conformity to
authentic  original  documents of all  documents  submitted to us as  certified,
conformed or  photostatic  copies.  We have also assumed that all parties to the
Credit  Documents,  other than UNITED  TERRAZZO  SUPPLY CO.,  INC., A CALIFORNIA
CORPORATION,  have properly executed and delivered the Credit Documents and that
such  execution and delivery  have been  properly  authorized as to each of said
parties and that such parties have the power to fully perform  their  respective
obligations under the Credit Documents.


<PAGE>

The phrase "to the best of our knowledge" as used herein, means that the opinion
or statement  is based on the current  actual  knowledge of attorneys  presently
with this firm who have performed services for UNITED TERRAZZO SUPPLY CO., INC.,
A CALIFORNIA  CORPORATION  in connection  with the  transactions  covered by the
Credit Documents.

Although we have  requested  and  received  officer's  certificates  from UNITED
TERRAZZO SUPPLY CO., INC., A CALIFORNIA  CORPORATION as to certain  matters,  we
have not undertaken any independent  investigation to determine the existence or
absence  of facts  (such  as  covered  by  opinion  items 4 and 5 below)  and no
inference as to our  knowledge of the  existence or absence of such facts should
be drawn from the fact of our limited  representation  of UNITED TERRAZZO SUPPLY
CO., INC., A CALIFORNIA CORPORATION.

Based upon the foregoing and subject to such other qualifications,  assumptions,
and limitations as might be set forth herein, we are of the opinion that:

     1.   UNITED  TERRAZZO  SUPPLY CO., INC., A CALIFORNIA  CORPORATION has been
          duly  incorporated  and is validly existing in good standing under the
          laws of the State of California and is qualified to do business in the
          State of  California  and is not qualified to do business in any other
          State.

     2.   UNITED  TERRAZZO  SUPPLY CO., INC., A CALIFORNIA  CORPORATION  has all
          requisite  corporate  power  and  authority  to own  and  operate  its
          Property,  to lease the  Property it operates as lessee and to conduct
          the business in which it is currently engaged.  UNITED TERRAZZO SUPPLY
          CO.,  INC.,  A  CALIFORNIA  CORPORATION  has all  requisite  power  to
          execute,  deliver and perform its obligations under each of the Credit
          Documents to which it has executed as a party.

     3.   The  execution  and delivery by UNITED  TERRAZZO  SUPPLY CO.,  INC., A
          CALIFORNIA CORPORATION of the Credit Documents to which it is a party,
          the  performance  by UNITED  TERRAZZO  SUPPLY CO.,  INC., A CALIFORNIA
          CORPORATION of its obligations  thereunder,  including  foreclosure by
          the  Administrative  Agent against any of the Collateral (a) have been
          duly   authorized  by  all  requisite   corporate  and,  if  required,
          stockholder action, and (b) will not violate (i) any provision of law,
          statute,  rule,  regulation or order of any Governmental  Authority in
          the State of California,  or (ii) any provision of the  certificate of
          incorporation  or by-laws  of UNITED  TERRAZZO  SUPPLY  CO.,  INC.,  A
          CALIFORNIA  CORPORATION.  This  does not  mean  that  each  and  every
          provision of the Credit Documents is effective or that all remedies in
          each  Credit   Document   will  be   available.   Nevertheless,   such
          ineffectiveness   or   unavailability   will   not   result   in   the
          Administrative  Agent being denied the  practical  realization  of the
          general rights and benefits provided in the Credit Documents.

     4.   To the  best  of  our  knowledge  after  due  inquiry  no  consent  or
          authorization of, filing with, notice to or other similar act by or in
          respect of any  Governmental  Authority in the State of  California is
          required  to be  obtained or made in  connection  with the  execution,
          delivery,  performance,  validity  or  enforceability  of  the  Credit
          Documents  to which  UNITED  TERRAZZO  SUPPLY CO.,  INC., A CALIFORNIA
          CORPORATION is a party, by or on behalf of UNITED TERRAZZO SUPPLY CO.,
          INC.,  A  CALIFORNIA  CORPORATION,  except  consent,   authorizations,
          notices and filings disclosed in Schedule 5.4 to the Credit Agreement.

     5.   To the best of our knowledge  after due inquiry UNITED TERRAZZO SUPPLY
          CO.,  INC., A CALIFORNIA  CORPORATION  has obtained and maintained all
          material  licenses,  permits and  authorizations  issued or granted by
          Governmental   Authorities  in  the  State  of  California  which  are
          necessary or desirable for the conduct of UNITED  TERRAZZO SUPPLY CO.,
          INC., A CALIFORNIA CORPORATION business as conducted as of the date of
          this opinion letter.

The foregoing  opinions apply only insofar as the substantive  laws of the State
of  California  and the  federal  laws of the United  States of  America  may be
concerned.

The opinion set forth above are subject to the effect of bankruptcy, insolvency,
reorganization,  arrangement, moratorium, fraudulent transfer, and other similar
laws and legal and equitable principals, relating to, limiting, or affecting the
enforcement of, creditors' rights of remedy.

We  acknowledge  that the Agents and the Lenders and any of their  successors or
assigns as of the date hereof are relying on the  opinions  expressed  herein in
extending  credit  under the terms of the  Credit  Agreement  and the other Loan
Documents and hereby  consent to such reliance by the Agents and the Lenders now
or hereafter parties to the Credit Agreement on the opinions expressed herein.

This opinion  letter is limited to the matters  expressly  stated  herein and no
opinion  or other  statement  may be  inferred  or implied  beyond  the  matters
expressly  stated herein.  This opinion letter may not be relied on by any other
person or entity,  nor may  copies be  delivered  to any other  person or entity
(other than your legal  counsel  and other than as required by law)  without our
prior written consent.

                                       Very truly yours,



                                       By:
                                             THOMAS G. FERRUZZO, on behalf of
                                             FERRUZZO & FERRUZZO

TGF:dla
<PAGE>
                               FERRUZZO & FERRUZZO

THOMAS G. FERRUZZO*                              ATTORNEYS AT LAW
JAMES J. FERRUZZO*            A PARTNERSHIP, INCLUDING PROFESSIONAL CORPORATIONS
JAMES K. LEESE*                               2114 NORTH BROADWAY
JOHN R. PELLE                             SANTA ANA, CALIFORNIA 92706
DIRK E. PETCHUL                                   May ___, 2000
GREGORY J. FERRUZZO
M. SUSAN WATSON1
SHERRY D. GRAYBEHL2
LINDA J. BERBERIAN
STEVEN T. MYERS                                         TELEPHONE (714) 834-9322
WILLIAM N. VILLARD                                         FAX (714) 834-9358
JASON D. COHN                                                WWW.FERRUZZO.COM
-------------------
*A PROFESSIONAL CORPORATION
1 CERTIFIED TAXATION LAW
SPECIALIST
2 CERTIFIED FAMILY LAW
SPECIALIST

                                                                 I056-001\83457



To the Agents and Lenders
Listed on Schedule 1
Attached Hereto

Dear Sirs:

We have acted in the limited  role as  California  counsel to LEWIS W.  OSBORNE,
INC., A CALIFORNIA  CORPORATION in connection with the execution and delivery of
each of the Credit  Documents  (as defined in the Amended  and  Restated  Credit
Agreement  dated  as of  May  ___,  2000  (the  "Credit  Agreement")  among  ISG
Resources,  Inc.,  (successor in interest to JTM Industries,  Inc.),  Industrial
Services Group, Inc., the several lenders from time to time party thereto,  Bank
of America, N.A. (formerly known as NationsBank,  N.A.), as Administrative Agent
and Issuing  Lender and Canadian  Imperial  Bank of Commerce,  as  Documentation
Agent) to which it has executed as a party.  All  capitalized  terms used herein
and not  otherwise  defined  herein  have the  meanings  assigned to them in the
Credit Agreement.

We have examined executed copies of such Credit Documents  (executed by LEWIS W.
OSBORNE, INC., A CALIFORNIA  CORPORATION) and originals or copies,  certified or
otherwise  identified to our  satisfaction,  of such other documents,  corporate
records,  certificates of public officials and other  instruments we have deemed
necessary or advisable for purposes of this  opinion.  We have also examined and
relied upon representations and warranties as to factual matters contained in or
made pursuant to the Credit Agreement and the other Credit Documents.

In such  examinations,  we have assumed the genuineness of all  signatures,  the
authenticity of all documents submitted to us as originals and the conformity to
authentic  original  documents of all  documents  submitted to us as  certified,
conformed or  photostatic  copies.  We have also assumed that all parties to the
Credit Documents,  other than LEWIS W. OSBORNE, INC., A CALIFORNIA  CORPORATION,
have  properly  executed  and  delivered  the  Credit  Documents  and that  such
execution and delivery have been properly  authorized as to each of said parties
and  that  such  parties  have  the  power to  fully  perform  their  respective
obligations under the Credit Documents.


<PAGE>

The phrase "to the best of our knowledge" as used herein, means that the opinion
or statement  is based on the current  actual  knowledge of attorneys  presently
with  this  firm who have  performed  services  for LEWIS W.  OSBORNE,  INC.,  A
CALIFORNIA CORPORATION in connection with the transactions covered by the Credit
Documents.

Although we have  requested and received  officer's  certificates  from LEWIS W.
OSBORNE,  INC.,  A CALIFORNIA  CORPORATION  as to certain  matters,  we have not
undertaken any independent  investigation  to determine the existence or absence
of facts (such as covered by opinion items 4 and 5 below) and no inference as to
our knowledge of the existence or absence of such facts should be drawn from the
fact of our limited  representation  of LEWIS W.  OSBORNE,  INC.,  A  CALIFORNIA
CORPORATION.

Based upon the foregoing and subject to such other qualifications,  assumptions,
and limitations as might be set forth herein, we are of the opinion that:

     1.   LEWIS W.  OSBORNE,  INC.,  A  CALIFORNIA  CORPORATION  has  been  duly
          incorporated  and is validly  existing in good standing under the laws
          of the State of  California  and is  qualified  to do  business in the
          State of  California  and is not qualified to do business in any other
          State.

     2.   LEWIS W.  OSBORNE,  INC., A CALIFORNIA  CORPORATION  has all requisite
          corporate  power and  authority  to own and operate its  Property,  to
          lease the  Property it operates as lessee and to conduct the  business
          in which it is currently engaged. LEWIS W. OSBORNE, INC., A CALIFORNIA
          CORPORATION  has all requisite  power to execute,  deliver and perform
          its  obligations  under each of the Credit  Documents  to which it has
          executed as a party.

     3.   The  execution  and delivery by LEWIS W.  OSBORNE,  INC., A CALIFORNIA
          CORPORATION  of the  Credit  Documents  to which  it is a  party,  the
          performance by LEWIS W. OSBORNE, INC., A CALIFORNIA CORPORATION of its
          obligations  thereunder,  including  foreclosure by the Administrative
          Agent against any of the Collateral  (a) have been duly  authorized by
          all requisite corporate and, if required,  stockholder action, and (b)
          will not violate (i) any provision of law, statute,  rule,  regulation
          or order of any Governmental Authority in the State of California,  or
          (ii) any provision of the certificate of  incorporation  or by-laws of
          LEWIS W. OSBORNE, INC., A CALIFORNIA CORPORATION.

<
         This  does not  mean  that  each  and  every  provision  of the  Credit
         Documents is  effective  or that all  remedies in each Credit  Document
         will be available. Nevertheless, such ineffectiveness or unavailability
         will not result in the Administrative  Agent being denied the practical
         realization of the general  rights and benefits  provided in the Credit
         Documents.

     4.   To the  best  of  our  knowledge  after  due  inquiry  no  consent  or
          authorization of, filing with, notice to or other similar act by or in
          respect of any  Governmental  Authority in the State of  California is
          required  to be  obtained or made in  connection  with the  execution,
          delivery,  performance,  validity  or  enforceability  of  the  Credit
          Documents to which LEWIS W. OSBORNE, INC., A CALIFORNIA CORPORATION is
          a party,  by or on  behalf of LEWIS W.  OSBORNE,  INC.,  A  CALIFORNIA
          CORPORATION,  except  consent,  authorizations,  notices  and  filings
          disclosed in Schedule 5.4 to the Credit Agreement.

     5.   To the best of our knowledge after due inquiry LEWIS W. OSBORNE, INC.,
          A CALIFORNIA  CORPORATION  has obtained  and  maintained  all material
          licenses, permits and authorizations issued or granted by Governmental
          Authorities  in  the  State  of  California  which  are  necessary  or
          desirable  for the conduct of LEWIS W.  OSBORNE,  INC.,  A  CALIFORNIA
          CORPORATION  business  as  conducted  as of the  date of this  opinion
          letter.

The foregoing  opinions apply only insofar as the substantive  laws of the State
of  California  and the  federal  laws of the United  States of  America  may be
concerned.

The opinion set forth above are subject to the effect of bankruptcy, insolvency,
reorganization,  arrangement, moratorium, fraudulent transfer, and other similar
laws and legal and equitable principals, relating to, limiting, or affecting the
enforcement of, creditors' rights of remedy.

We  acknowledge  that the Agents and the Lenders and any of their  successors or
assigns as of the date hereof are relying on the  opinions  expressed  herein in
extending  credit  under the terms of the  Credit  Agreement  and the other Loan
Documents and hereby  consent to such reliance by the Agents and the Lenders now
or hereafter parties to the Credit Agreement on the opinions expressed herein.

This opinion  letter is limited to the matters  expressly  stated  herein and no
opinion  or other  statement  may be  inferred  or implied  beyond  the  matters
expressly  stated herein.  This opinion letter may not be relied on by any other
person or entity,  nor may  copies be  delivered  to any other  person or entity
(other than your legal  counsel  and other than as required by law)  without our
prior written consent.

                                       Very truly yours,


                                       By:_________________________________
                                          THOMAS G. FERRUZZO, on behalf of
                                          FERRUZZO & FERRUZZO

<PAGE>
                                                                     EXHIBIT L-3




                                                             W. Jeffery Fillmore

                                                                     Direct Dial
                                                                    801 536-6768
                                                                          E-Mail
                                                           JFillmore@pblutah.com

                                      June 7, 2000



To the Agents and Lenders Listed
on Schedule 1 Attached Hereto

Dear Sirs:

         We have acted as Utah  counsel to ISG  Resources,  Inc.  (successor  in
interest to JTM Industries,  Inc.) (the "Borrower"),  Industrial Services Group,
Inc.  (the  "Parent"),  ISG  Capital  Corporation  and all  Subsidiary  Grantors
(collectively,  the  Borrower,  the  Parent,  ISG  Capital  Corporation  and the
Subsidiary Grantors are referred to herein as the "Grantors") in connection with
the  execution  and delivery of the Credit  Documents (as defined in the Amended
and Restated Credit Agreement dated as of May 26, 2000 (the "Credit  Agreement")
among the  Borrower,  the Parent,  the several  lenders  from time to time party
thereto,  Bank of  America,  N.A.  (formerly  known as  NationsBank,  N.A.),  as
Administrative Agent and Issuing Lender, and Canadian Imperial Bank of Commerce,
as Documentation  Agent) to which it is party. All capitalized terms used herein
and not  otherwise  defined  herein  have the  meanings  assigned to them in the
Credit  Agreement  or the  Security  Agreement,  as  referenced  in  the  Credit
Agreement.

         We have examined executed copies of such Credit Documents and originals
or copies, certified or otherwise identified to our satisfaction,  of such other
documents,  corporate  records,  certificates  of  public  officials  and  other
instruments we have deemed  necessary or advisable for purposes of this opinion.
We have also  examined  and relied upon  representations  and  warranties  as to
factual  matters  contained in or made pursuant to the Credit  Agreement and the
other Credit Documents.

         In  such   examinations,   we  have  assumed  the  genuineness  of  all
signatures,  the authenticity of all documents  submitted to us as originals and
the conformity to authentic original documents of all documents  submitted to us
as certified,  conformed or  photostatic  copies.  We have also assumed that all
parties to the Credit Documents,  other than the Grantors have properly executed
and  delivered the Credit  Documents  and that such  execution and delivery have
been  properly  authorized as to each of said parties and that such parties have
the power  fully to  perform  their  respective  obligations  under  the  Credit
Documents.

         Based upon the foregoing, we are of the opinion that:

         1. The execution  and delivery by the Grantors of the Credit  Documents
to which each is a party and the performance by the Grantors of their respective
obligations thereunder will not (a) violate any provision of law, statute, rule,
regulation  or order of any  Governmental  Authority in the State of Utah or (b)
except for the Liens of the  Collateral  Documents,  result in the  creation  or
imposition of any Liens upon or with respect to any property or assets now owned
or hereafter acquired by the Grantors located in Utah.

         2. No consent or  authorization  of or filing with,  notice to or other
similar act by or in respect of any Governmental  Authority in the State of Utah
is  required  to be  obtained  or made in  connection  with  (a) the  execution,
delivery,  performance,  validity or  enforceability  of the Credit  Document to
which any  Grantor  is a party by or on behalf of any such  Grantor,  or (b) the
exercise  by the  Administrative  Agent of the  rights  and  remedies  under the
Security Agreement,  including  foreclosure by the Administrative  Agent against
any of the  Collateral,  except (i) for the recording of the filing of financing
statements  in the  forms  attached  hereto  as  Exhibits  A, B, C, D and E (the
"Financing Statements") in the appropriate state and county offices in the State
of Utah to perfect the liens  created by the  Collateral  Documents and (ii) the
recording of any trust deed lien or mortgage in the  appropriate  county offices
in the State of Utah with respect to the portion of the Collateral  constituting
real estate.

         3.  So  long  as the  Secured  Parties  (a)  file,  in the  appropriate
location, the Financing Statements, (b) retain possession of Pledged Securities,
(c) obtain,  with respect to Deposit Accounts,  the execution by the appropriate
parties of the Depository Bank Agreements and effect a blockage of such accounts
pursuant to the terms of such  agreements,  and (d) obtain,  on the  appropriate
Financing Statements, the signature, as debtor, of the particular Grantor having
rights in such Collateral as is described in the applicable Financing Statement,
the  provisions of the Security  Agreement  are  effective  both with respect to
Collateral  which is the subject of Financing  Statements  referenced  below and
with  respect  to such  financing  statements  as have been  signed  by  certain
Grantors  and  previously  filed in the  State of Utah  bearing  filing  numbers
98-598234,  99-630614,  00-673367,  00-673368  and  00-674445,  to  grant to the
Administrative Agent for the benefit of the Secured Parties, as security for the
payment and  performance of the  obligations,  (i) a legal,  valid,  binding and
perfected  security  interest,  enforceable in accordance  with the terms of the
Security Agreement,  in all Collateral (other than real estate) described in the
Financing  Statements  or  described in clauses (b) and (c) above and handled as
provided  therein,  located in the State of Utah as of the date  hereof and (ii)
when the Grantors shall have acquired rights therein,  legal, valid, binding and
perfected  security  interests,  enforceable in accordance with the terms of the
Security Agreement, in all such Collateral,  hereafter acquired by the Grantors,
except as provided in Utah Code Ann.  70A-9-108  with respect to after  acquired
collateral and Utah Code Ann. 70A-9-204 with respect to consumer goods.

         4. The Financing  Statements  relating to the Collateral (as defined in
the  Security  Agreement)  are in proper  form for filing  with the  Division of
Corporations  and Commercial  Code of the Department of Commerce of the State of
Utah (the  "Division")  or the office of County  Recorder  of Salt Lake  County,
Utah, as applicable,  and assuming the debtors listed therein have rights in the
Collateral  described therein,  the filing of the Financing  Statements with the
Division or the County  Recorder,  as  applicable,  will  perfect  the  security
interests  created under the Security  Agreement in such Collateral owned on the
date hereof and  hereafter  acquired  (except,  in  connection  with  Collateral
hereafter  acquired,  with respect to (a) any Collateral  constituting  consumer
goods and (b) as otherwise provided in Utah Code Ann. 70A-9-108), and located in
the State of Utah to the extent that such security interests can be perfected by
the filing of  financing  statements;  and no further  filing or refiling or any
other  action is  necessary in the State of Utah in order to perfect or maintain
such security  interests,  except that continuation  statements must be filed in
the period of six months prior to the  expiration of five years from the date of
the  original  filings in order to  maintain  the  effectiveness  of the filings
referred to above.

         5. Other than nominal recording or filing fees, no fees, taxes or other
charges  are  due or  payable  in the  State  of  Utah in  connection  with  the
execution,  delivery,  filing and recording of the  Collateral  Documents or the
Financing Statements.

         6. The question of whether,  in the Credit  Documents  (a) the New York
choice of law  provision  and (b) the  choice of New York for  jurisdiction  and
venue  purposes,  is  enforceable,  is uncertain as a consequence  of a decision
issued by the Utah Supreme Court in Prows v. Pinpoint Retail Systems,  Inc., 868
P.2d 809 (Utah 1993). The opinion appears to establish that a contract provision
which  selects the law,  jurisdiction  and venue of a  particular  state will be
enforced only if that state has some interest in the  determination of the case.
A reasonable  explanation for the choice may be sufficient to justify  selection
of a  particular  state even in the  absence of the state  having a  substantial
relationship to the parties.

         In Prows, a Utah company filed a lawsuit in the State of Utah against a
Canadian  company for breach of contract.  The Utah plaintiff  also named,  as a
defendant,  one of its Utah  customers  on tort  theories  that were  founded on
substantially  the same  facts of the  case,  but not in the form of a breach of
contract  with the  plaintiff.  The claims  against the Utah  customer  were for
interference of contract and prospective  economic  advantage arising out of the
contract  with the  Canadian  company.  The  contract at issue with the Canadian
company had a New York choice of law and choice of forum provision. The Canadian
company sought to dismiss the lawsuit for improper venue.  The Canadian  company
argued  that New York law,  as  selected  by the  contract,  would  enforce  the
accompanying choice of forum provision. The Utah Supreme Court relied heavily on
the Second  Restatement of Conflict of Laws,  which provides in material part as
follows:

         ...  (2) The law of the state  chosen by the  parties  to govern  their
contractual  rights and duties will be applied,  even if the particular issue is
one which the parties could not have resolved by an explicit  provision in their
agreement directed to that issue, unless...

                  (a) the chosen state has no  substantial  relationship  to the
parties  or the  transaction  and  there is no other  reasonable  basis  for the
parties [sic] choice.

         Although not applicable to the facts before the court, the Utah Supreme
Court went on to state that the parties' agreement as to the place of the action
would be given effect unless it is unfair or unreasonable.

         The Court then  concluded that it was not bound by New York law because
New York had no interest in the  determination  of a case between a Utah company
and a Canadian  company and because the plaintiff has established  that New York
was so  inconvenient  a forum that it would be unjust to compel it to bring suit
there.  With respect to the choice of law,  jurisdiction and venue provisions in
the Credit  Documents,  if it can be shown that New York has an  interest in the
outcome of the matter  because of the  location in New York of offices of one or
more of the  Secured  Parties  or,  even  if the  parties  have  no  substantial
relationship  to New  York,  if  there is a  reasonable  basis  for the  parties
selection of New York, as provided in the Second Restatement,  it is likely that
the  referenced  provisions  would,  under the  guidelines of the Prows case, be
enforceable, although this conclusion is not entirely free from doubt.

         7. It is not necessary for the Agents, the Issuing Lender or any of the
Lenders to obtain any governmental certification of authority,  license, permit,
consent  or  qualification  in the  State  of Utah in  order  to  carry  out the
transactions   contemplated  in  the  Credit   Documents,   assuming  that  such
transactions are such parties' only transactions in Utah.

         8. Payment by ISG Capital  Corporation of the interest,  fees and other
charges  provided  for in the Credit  Documents  will not violate any usury laws
currently in effect in the State of Utah.

         9.  Except  with  respect  to  (a)  that  portion  of  any   Collateral
constituting  consumer goods and (b) goods  hereafter  acquired,  as provided in
Utah Code Ann. 70A-9-108,  the priority of the interests created by the Security
Agreement  which have  attached  will not be affected by advances made under the
Credit  Agreement  after the dates on which the Financing  Statements  are filed
(each a "Filing Date") or by a series of repayments and  reborrowings  after the
respective Filing Dates and any such advances and reborrowings  shall be secured
by the Security  Agreement as of the respective  Filing Dates and shall have the
same  priority  over any  liens  and  encumbrances  against  the  Collateral  as
borrowings  and advances made under the Credit  Agreement,  as of the respective
Filing Dates.

         Our opinions set forth above are subject to the  following  exceptions,
qualifications and limitations:

         A. We are only  licensed to practice in Utah,  and the opinions  herein
given are based upon the  assumption  that Utah law does not  materially  differ
from New York law with respect to the matters as to which we are opining.

         B.  The   effect  of  any   bankruptcy,   insolvency,   reorganization,
moratorium,  arrangement or similar laws affecting the enforcement of creditors'
rights generally,  including without limitation the effect of statutory or other
laws regarding fraudulent or preferential transfers.

         C. General principles of equity,  regardless of whether  enforceability
is considered, in proceedings at equity or at law including, without limitation,
concepts  of  materiality,  reasonableness,  good  faith and fair  dealing,  the
ability  to obtain  the  remedy of  specific  performance  of an  obligation  or
injunctive  relief, to assert setoff rights and the doctrines of subrogation and
estoppel.

         D. We express no opinion as to whether a court will  enforce the rights
of Lender to exercise remedies upon the happening of a nonmaterial breach of the
Credit Documents.

         E. We express no  opinion as to the  enforceability  of any term of the
Credit  Documents  relating to the  jurisdiction  of or venue in any court,  the
waivers of substantive rights under statute or applicable law, including but not
limited to the waiver of jury trials, defenses or other remedies or establishing
evidentiary standards.

         F. We express no opinion as to the  sufficiency  of the  description of
Collateral or as to the relative priority of liens on any of the Collateral.

         G. We  express  no  opinion  as to whether or not Lender has a security
interest in money or instruments or in patents, patent applications, trademarks,
trademark applications, copyrights or copyright applications.

         H. We express no opinion as to whether  Lender has a security  interest
in goods  covered by a  certificate  of title or mobile goods of a type normally
used in more  than one  jurisdiction  if the goods are  equipment  or  inventory
leased or held for lease by the debtor and are not covered by a  certificate  of
title.

         I. We express  no opinion as to the rights of Lender as secured  party,
vis-a-vis  the  rights  of a  buyer  described  in  Utah  Code  Ann.  70A-9-307,
pertaining to the protection of buyers of goods,  a purchaser  described in Utah
Code Ann.  70A-9-308,  pertaining to purchases of chattel paper and instruments,
the rights of the persons identified in Utah Code Ann. 70A-9-309,  pertaining to
purchases of instruments,  documents and securities,  or of a person who, in the
ordinary course of his business  furnishes services or materials with respect to
goods subject to a security interest,  as provided in Utah Code Ann.  70A-9-310,
pertaining to priorities of liens arising by operation of law.

         J. The opinions given above as to the perfection of a security interest
in personal property do not cover transactions excluded from the coverage of the
Utah Uniform  Commercial Code pursuant to Section 9-102 and Section 9-104 except
as otherwise specifically indicated with respect to Deposit Accounts. We express
no opinion as to the perfection and effect of perfection or  non-perfection of a
security interest in any Collateral  governed by any laws other than the laws of
the State of Utah as set forth in the Uniform  Commercial  Codes of such states.
The opinions given above do not apply to personal property subject to perfection
procedures other than the filing of financing statements in Utah pursuant to the
Utah Uniform  Commercial Code, except as specifically  indicated with respect to
Deposit Accounts and Pledged Securities. Part 5 of Article 9 of the Utah Uniform
Commercial  Code may limit or  otherwise  affect the  exercise  of remedies by a
Secured Party. Furthermore, perfection of a security interest in proceeds may be
limited or otherwise  affected by  provisions  of Section  9-306 of Utah Uniform
Commercial  Code.  A security  interest  perfected  by the  filing of  financing
statements may become  unperfected if Collateral located in one state is removed
from that state, if a debtor's chief executive  office is moved to another state
and  appropriate  steps  are not  taken  in that  other  state to  maintain  the
perfected  security  interest,  or if the financing  statements become seriously
misleading.

         K. Our opinion with respect to the perfection of a security interest in
Deposit  Accounts  assumes  that in addition  to the  execution  of  appropriate
Depository Bank Agreements, a blockage of such accounts (e.g. the implementation
of a  prohibition  on the  ability  of the  account  holder to draw funds on the
account) will be effected.  To our knowledge,  after due inquiry,  no Utah court
has opined as to whether a blockage  must be  effectuated  in order to perfect a
security interest in such accounts,  or whether even a blockage is sufficient to
perfect a security  interest in such an account.  The courts of other states are
split on the  issue of how a secured  party  perfects  a  security  interest  in
Deposit Accounts.  Accordingly, it may not be necessary under Utah law to effect
a blockage in order to perfect a security interest in Deposit  Accounts.  On the
other hand, the issuance of a blockage  notice may not be sufficient  under Utah
law to perfect a security interest in such an account.  Nonetheless,  we believe
it to be more probable than not that at least upon issuance of a blockage notice
by the  Administrative  Agent  pursuant  to the  terms  of the  Depository  Bank
Agreements and the implementation of the blockage by the Depository Bank, a Utah
court would rule that Lender would thereafter hold a perfected security interest
in such an account.

         L. Our opinion is based only upon  current Utah law and we disclaim any
obligation to advise you as to subsequent changes in the law.

         We acknowledge that the Agents and the Lender as of the date hereof are
relying on the opinions  expressed herein in extending credit under the terms of
the Credit  Agreement and the other Loan  Documents  and hereby  consent to such
reliance by the Agents and the Lenders  now or  hereafter  parties to the Credit
Agreement  on the  opinions  expressed  herein.  This  opinion is solely for the
benefit of the Agents and Lenders listed on Schedule 1 and their  successors and
assigns  and may not be relied upon or used by,  circulated,  quoted or referred
to, or copies hereof  delivered  to, any other person  without our prior written
approval.  We understand that you and any lender will  exclusively  rely on this
opinion letter in connection with the due authorization,  execution and delivery
of the documents  referred to herein.  The opinions expressed in this letter are
rendered  as of the date hereof and we disclaim  any  obligation  to update this
opinion  letter for events  occurring or coming to our attention  after the date
hereof.

                                          Very truly yours,

                                          PARSONS BEHLE & LATIMER





<PAGE>



SCHEDULE 1
LENDERS

Bank of America, N.A., as Tranche A Lender, Tranche B Lender,
Administrative Agent and Issuing Lender
Independence Center, 15th Floor
NC1-001-15-04
101 North Tryon Street
Charlotte, North Carolina  28255


Canadian Imperial Bank of Commerce, as Tranche A Lender and Documentation Agent
425 Lexington Avenue, 3rd Floor
New York, New York  10017


Zions First National Bank, as Tranche A Lender and Tranche B Lender
1 South Main Street
Salt Lake City, Utah  84111
<PAGE>

                                                        TELEPHONE (714) 834-9322
                                                              FAX (714) 834-9358
                                                                WWW.FERRUZZO.COM

                               FERRUZZO & FERRUZZO

THOMAS G. FERRUZZO*               ATTORNEYS AT LAW
JAMES J. FERRUZZO*       A PARTNERSHIP, INCLUDING PROFESSIONAL CORPORATIONS
JAMES K. LEESE*                  2114 NORTH BROADWAY
JOHN R. PELLE                   SANTA ANA, CALIFORNIA 92706
DIRK E. PETCHUL                     June 6, 2000
GREGORY J. FERRUZZO
M. SUSAN WATSON1
SHERRY D. GRAYBEHL2
LINDA J. BERBERIAN
STEVEN T. MYERS
WILLIAM N. VILLARD
JASON D. COHN
-------------------------
*A PROFESSIONAL CORPORATION
1 CERTIFIED TAXATION LAW
SPECIALIST
2 CERTIFIED FAMILY LAW
SPECIALIST

                                                                  I056-001\83784

To the Agents and Lenders
Listed on Schedule 1
Attached Hereto

Dear Sirs:

We have acted in the limited  role as  California  counsel to LEWIS W.  OSBORNE,
INC.,  A CALIFORNIA  CORPORATION  and UNITED  TERRAZZO  SUPPLY CO., A CALIFORNIA
CORPORATION  (collectively  referred  to as the  "California  Subsidiaries")  in
connection  with the execution and delivery of each of the Credit  Documents (as
defined in the Amended and Restated  Credit  Agreement dated as of May ___, 2000
(the "Credit  Agreement") among ISG Resources,  Inc.,  (successor in interest to
JTM Industries, Inc.), Industrial Services Group, Inc., the several lenders from
time  to  time  party  thereto,   Bank  of  America,  N.A.  (formerly  known  as
NationsBank,  N.A.),  as  Administrative  Agent and Issuing  Lender and Canadian
Imperial  Bank of  Commerce,  as  Documentation  Agent) to which the  California
Subsidiaries have executed as parties. All capitalized terms used herein and not
otherwise  defined  herein  have the  meanings  assigned  to them in the  Credit
Agreement or the Security Agreement as referenced in the Credit Agreement.

We have  examined  executed  copies of such Credit  Documents  (executed  by the
California  Subsidiaries)  and  originals  or  copies,  certified  or  otherwise
identified to our  satisfaction,  of such other  documents,  corporate  records,
certificates of public officials and other  instruments we have deemed necessary
or advisable for purposes of this opinion. We have also examined and relied upon
representations  and  warranties  as to  factual  matters  contained  in or made
pursuant to the Credit Agreement and the other Credit Documents.

In such  examinations,  we have assumed the genuineness of all  signatures,  the
authenticity of all documents submitted to us as originals and the conformity to
authentic  original  documents of all  documents  submitted to us as  certified,
conformed or  photostatic  copies.  We have also assumed that all parties to the
Credit Documents, other than the California Subsidiaries, have properly executed
and  delivered the Credit  Documents  and that such  execution and delivery have
been  properly  authorized as to each of said parties and that such parties have
the  power to fully  perform  their  respective  obligations  under  the  Credit
Documents.


<PAGE>
Based upon the foregoing and subject to such other qualifications,  assumptions,
and limitations as might be set forth herein, we are of the opinion that:

     1.   The  execution  and  delivery by the  California  Subsidiaries  of the
          Credit  Documents to which each is a party and the  performance by the
          California  Subsidiaries of their  respective  obligations  thereunder
          will  not   constitute  a  material   violation   by  the   California
          Subsidiaries   of  any  applicable   provision  of  statutory  law  or
          governmental regulation covered by this letter.

     2.   No  consent  or  authorization  of a filing  with,  notice to or other
          similar  act by or in respect  of any  governmental  authority  in the
          State of California  was required to be obtained or made in connection
          with  (a)  the   execution,   delivery,   performance,   validity   or
          enforceability  of  the  Credit  Documents  to  which  the  California
          Subsidiaries   are  a  party  by  or  on  behalf  of  the   California
          Subsidiaries,  except  consents,  authorizations,  notices and filings
          disclosed in Schedule 5.4 to the Credit  Agreement or (b) the exercise
          by the  Administrative  Agent of the  rights  and  remedies  under the
          Security Agreement,  including foreclosure by the Administrative Agent
          against any of the  Collateral,  except (i) for the  recording and the
          filing of financing  statements in the proper forms in the appropriate
          state and county  offices in the State of  California  to reflect  the
          liens  created by the  Collateral  Documents and (ii) the recording of
          any trust deed lien or mortgage in the  appropriate  county offices of
          the State of California  with respect to the portion of the Collateral
          constituting real property.

     3.   The provisions of the Security Agreement are effective to grant to the
          Administrative  Agent  for the  benefit  of the  Secured  Parties,  as
          security for the payment and  performance of the  obligations,  except
          for Cash  Collateral,  proceeds from the sale of the Collateral,  real
          property,  property  requiring  control  or  possession  to  perfect a
          security  interest  except those items of  Collateral  excluded by the
          California  Commercial Code, and after acquired  property (a) a legal,
          valid,  binding  and  perfected  security  interest,   enforceable  in
          accordance with the terms of the Security Agreement, in all Collateral
          described  therein  located in the State of  California as of the date
          hereof  except those items of  Collateral  excluded by the  California
          Commercial Code, and (b) when the California  Subsidiaries  shall have
          acquired rights therein,  legal, valid, binding and perfected security
          interests,  enforceable  in accordance  with the terms of the Security
          Agreement,  in all such Collateral  hereafter acquired by the Grantors
          except  for  after  acquired  Collateral  excluded  by the  California
          Commercial Code and real property;  provided, however, the priority of
          any security interests has not been considered.


<PAGE>

     4.   The Financing  Statements  attached hereto as Exhibits "A" through "D"
          relating to the Collateral (as defined in the Security  Agreement) are
          in  proper  form  for  filing  with  the  Secretary  of the  State  of
          California  and the filing  thereof in the offices of the Secretary of
          the State of California and the County Clerk of the County wherein the
          Collateral exists,  respectively,  will perfect the security interests
          created under the Security  Agreement in such Collateral  owned on the
          date  hereof  and  hereafter  acquired  and  located  in the  State of
          California to the extent that such security interests can be perfected
          by the  filing  of  financing  statements;  and no  further  filing or
          refiling or any other action is  necessary in the State of  California
          in order to perfect or maintain such security  interests,  except that
          continuation  statements must be filed prior to the expiration of five
          (5) years from the date of the  original  filings in order to maintain
          the effectiveness of the filings referred to above.

     5.   Other than nominal  recording or filing fees, no fees, taxes, or other
          charges are due or payable in the State of  California  in  connection
          with the execution,  delivery,  filing and recording of the Collateral
          Documents or the Financing Statements.

     6.   A  California  court will  apply New York law to govern  the  parties'
          contractual  rights and duties in the Credit  Documents  unless either
          (a) the  State  of New  York has no  substantial  relationship  to the
          parties or to the transaction,  and there is no other reasonable basis
          for the  parties  choice of New York law, or (b)  California  or (some
          other state) has a materially greater interest in the determination of
          the particular issue before the court, and application of New York law
          would be contrary to a fundamental policy of California (or some other
          state).

     7.   Assuming  the Agents and  Lenders  are exempt  financial  institutions
          under  California  law, the payment by the California  Subsidiaries of
          the  interest,  fees,  and other  charges  provided  for in the Credit
          Documents  will not violate any usury laws  currently in effect in the
          State of California.

     8.   Except with respect to (a) that portion of the Collateral constituting
          consumer  goods and (b) goods  hereafter  acquired as  provided  under
          California Commercial Code Section 9108, the priority of the interests
          created by the Security  Agreement  which have  attached,  will not be
          affected by advances made under the Credit  Agreement  after the dates
          on which the Financing  Statements are filed (each a "Filing Date") or
          by a series of repayments and reborrowings after the respective Filing
          Dates and any such advances and  reborrowings  shall be secured by the
          Security  Agreement as of the  respective  Filing Dates and shall have
          the  same  priority  over  any  liens  and  encumbrances  against  the
          Collateral as borrowings and advances made under the Credit Agreement,
          as of the respective Filing Dates.

Our  opinions  set  forth  above  are  subject  to  the  following   exceptions,
qualifications and limitations:

     A.   We are only licensed to practice in California and the opinions herein
          given are  based  upon the  assumption  that  California  law does not
          materially  differ from New York law with respect to the matters as to
          which we are opining.

     B.,  The effect of any bankruptcy, insolvency,  representation,  moratorium
          arrangement  or similar laws  affecting the  enforcement of creditors'
          rights generally, including without limitation the effect of statutory
          or other laws regarding fraudulent or preferential transfers.

     C.   General principals of equity,  regardless of whether enforceability is
          considered  in  proceedings  at  equity or at law  including,  without
          limitation,  concepts of materiality,  reasonableness,  good faith and
          fair dealing, the ability to obtain the remedy of specific performance
          of an obligation or injunctive relief, to assert setoff rights and the
          doctrines of subrogation and estoppel.

     D.   We express no opinion as to whether a court will enforce the rights of
          a Lender to exercise  remedies  upon the  happening  of a  nonmaterial
          breach of the Credit Documents.

     E.   We  express no  opinion  as to the  enforceability  of any term of the
          Credit  Documents  relating  to the  jurisdiction  of or  venue in any
          court,  the waivers of substantive  rights under statute or applicable
          law, including but not limited to the waiver of jury trials,  defenses
          or other remedies or establishing evidentiary standards.

     F.   We  express no opinion as to the  sufficiency  of the  description  of
          Collateral  or as to the  relative  priority  of  liens  on any of the
          Collateral.

     G.   We  express  no  opinion  as to  whether  or not Lender has a security
          interest in money or instruments or in patents,  patent  applications,
          trademarks,   trademark   applications,    copyrights   or   copyright
          applications.

     H.   We express no opinions as to whether Lender has a security interest in
          goods  covered  by a  certificate  of title or mobile  goods of a type
          normally used in more than one jurisdiction if the goods are equipment
          or  inventory  leased  or held  for  lease by the  debtor  and are not
          covered by a certificate of title.

     I.   The opinions given above as to the  perfection of a security  interest
          in  personal  property  do not cover  transactions  excluded  from the
          coverage of the California  Commercial  Code. We express no opinion as
          to the  perfection  and effect of  perfection or  non-perfection  of a
          security  interest in any  Collateral  governed by any laws other than
          the  laws of the  State of  California  as set  forth  in the  Uniform
          Commercial Codes of such states. The opinions given above do not apply
          to personal  property subject to perfection  procedures other than the
          filing  of  financing   statements  in  California   pursuant  to  the
          California  Commercial  Code,  Deposit,  Part  5 or  Article  9 of the
          California  Commercial Code may limit or otherwise affect the exercise
          of remedies by a Secured Party. Furthermore,  perfection of a security
          interest  in  proceeds  may  be  limited  or  otherwise   affected  by
          provisions  of  Section  9306 of the  California  Commercial  Code.  A
          security interest perfected by the filing of financing  statements may
          become  unperfected if Collateral located in one state is removed from
          that state, if a debtor's chief  executive  office is moved to another
          state  and  appropriate  steps are not  taken in that  other  state to
          maintain  the  perfected  security  interest,   or  if  the  financing
          statements become seriously misleading.

     J.   Our opinion is based only upon current  California law and we disclaim
          any obligation to advise you as to subsequent changes in the law.

We acknowledge that the Agents and the Lenders as of the date hereof are relying
on the  opinions  expressed  herein in  extending  credit under the terms of the
Credit  Agreement  and the other  Loan  Documents  and  hereby  consent  to such
reliance by the Agents and the Lenders  now or  hereafter  parties to the Credit
Agreement  on the  opinions  expressed  herein.  This  opinion is solely for the
benefit of the Agents and Lenders listed on Schedule 1 and their  successors and
assigns  and may not be relied upon or used by,  circulated,  quoted or referred
to, or copies hereof  delivered to any other  persons  without our prior written
approval.  We understand that you and any lender will  exclusively  rely on this
opinion letter in connection with the due authorization,  execution and delivery
of the documents  referred to herein.  The opinions expressed in this letter are
rendered  as of the date hereof and we disclaim  any  obligation  to update this
opinion  letter for events  occurring or coming to our attention  after the date
hereof.

                                           Very truly yours,



                                            By:_________________________________
                                                THOMAS G. FERRUZZO, on behalf of
                                                FERRUZZO & FERRUZZO
TFG:dla

<PAGE>


                                 DONALD L. CUBA
                         ATTORNEYS AND COUNSELORS AT LAW
                      Wells Fargo Bank Building, Suite 105
                            8700 Crownhill Boulevard
                            San Antonio, Texas 78209
                              Voice (210) 828-5888
                               Fax (210) 828-9557

                                  May 26, 2000

To the  Administrative  Agent
and  each  of the  Lenders  party
to the  Credit Agreement,
from time to time, referred to below:

Dear Sirs:

         I have  acted as Texas  counsel to MAGNA  WALL,  INC.,  DON'S  BUILDING
SUPPLY,  L.L.P.,  and  BEST  MASONRY  &  TOOL  SUPPY,  INC.  (collectively,  the
"Grantors")  in  connection  with the  negotiation,  preparation,  execution and
delivery of the Credit  Documents (as defined in the Amended and Restated Credit
Agreement dated as of May 26, 2000 (the "Credit Agreement") among ISG Resources,
Inc. (successor in interest to JTM Industries, Inc.), Industrial Services Group,
Inc., the several lenders from time to time party thereto, Bank of America, N.A.
(formerly  known as  NationsBank,  N.A.),  as  Administrative  Agent and Issuing
Lender, and Canadian Imperial Bank of Commerce, as Documentation Agent) to which
it is party. All capitalized  terms used herein and not otherwise defined herein
have  the  meanings  assigned  to them in the  Credit  Agreement.  All  opinions
rendered hereunder are made only insofar as the laws of the State of Texas would
apply.

          I have examined executed copies of such Credit Documents and originals
or copies,  certified or otherwise identified to my satisfaction,  of such other
documents,  corporate  records,  certificates  of  public  officials  and  other
instruments I have deemed necessary or advisable for purposes of this opinion. I
have also examined and relied upon  representations and warranties as to factual
matters  contained  in or made  pursuant to the Credit  Agreement  and the other
Credit Documents.

         In such examinations, I have assumed the genuineness of all signatures,
the  authenticity  of  all  documents  submitted  to me  as  originals  and  the
conformity to authentic original  documents of all documents  submitted to me as
certified, conformed or photostatic copies. I have also assumed that all parties
to the Credit  Documents,  other than the Grantors  have  properly  executed and
delivered the Credit  Documents  and that such  execution and delivery have been
properly  authorized  as to each of said  parties and that such parties have the
power fully to perform their respective obligations under the Credit Documents.

         Based upon the foregoing, I am of the opinion that:

         1. The  execution  and  delivery by each of the  Grantors of the Credit
Documents to which it is a party and the  performance by each of the Grantors of
its obligations  thereunder will not (a) violate any provision of law,  statute,
rule, regulation or order of any Governmental Authority in the State of Texas or
(b) except for the Liens of the Collateral Documents,  result in the creation or
imposition of any Liens upon or with respect to any property or assets now owned
or hereafter acquired by the Grantors or any of them located in Texas.

         2. No consent or  authorization  of or filing with,  notice to or other
similar act by or in respect of any Governmental Authority in the State of Texas
is  required  to be  obtained  or made in  connection  with  (a) the  execution,
delivery,  performance,  validity or  enforceability  of the Credit  Document to
which any Grantor is a party by or on behalf of any  Grantor,  except  consents,
authorization  notices  and  filings  disclosed  in  Schedule  5.4 to the Credit
Agreement,  all of which have been  obtained or made or (b) the  exercise by the
Administrative  Agent of the rights and remedies  under the Security  Agreement,
including foreclosure by the Administrative Agent against any of the Collateral,
except for the  recording  or the filing of  financing  statements  in the forms
attached hereto as Exhibits "A" through "C" (the "Financing  Statements") in the
appropriate  state and county offices in the State of Texas to perfect the liens
created by the Collateral Documents.

         3. The  provisions of the Security  Agreement are effective to grant to
the Administrative Agent for the benefit of the Secured Parties, as security for
the payment and  performance  of the  obligations,  except for Cash  Collateral,
proceeds  from  the  sale  of the  Collateral,  property  requiring  control  or
possession to perfect a security  interest,  and after  acquired  property (a) a
legal, valid, binding and perfected security interest, enforceable in accordance
with the terms of the Security  Agreement,  in all Collateral  described therein
located in the State of Texas as of the date  hereof  and (b) when the  Grantors
shall have acquired rights therein, legal, valid, binding and perfected security
interests,  enforceable in accordance with the terms of the Security  Agreement,
in all such Collateral  hereafter acquired by the Grantors;  provided,  however,
the priority of any security interest has not been considered.

         4. The Financing  Statements  relating to the Collateral (as defined in
the  Security  Agreement)  are in proper form for filing with the  Secretary  of
State  of the  State of Texas  and the  filing  thereof  in the  offices  of the
Secretary  of the State of Texas and the County  Clerk of Bexar  County,  Texas,
respectively,  will perfect the security  interests  created  under the Security
Agreement in such Collateral owned on the date hereof and hereafter acquired and
located in the State of Texas to the extent that such security  interests can be
perfected  by the  filing of  financing  statements;  and no  further  filing or
refiling  or any  other  action is  necessary  in the State of Texas in order to
perfect or maintain such security interests, except that continuation statements
must be filed in the period of six months prior to the  expiration of five years
from the date of the original filings in order to maintain the  effectiveness of
the filings referred to above.

         5. Other than nominal recording or filing fees, no fees, taxes or other
charges  are due or  payable  in the  State  of  Texas  in  connection  with the
execution,  delivery,  filing and recording of the  Collateral  Documents or the
Financing Statements.

         6. The choice of New York law included in the Credit Documents is valid
and binding under the laws of the State of Texas and any  political  subdivision
thereof.

         7.  Payment by the  Grantors of the  interest,  fees and other  charges
provided for in the Credit  Documents  will not violate any usury laws currently
in effect in the State of Texas.

         8. The  priority  of the liens and  security  interests  created by the
Security  Agreement  will not be  affected  by  advances  made  under the Credit
Agreement  after the dates on which the Financing  Statements  are filed (each a
"Filing  Date")  or  by a  series  of  repayments  and  reborrowings  after  the
respective Filing Dates and any such advances and reborrowings  shall be secured
by the Security  Agreement as of the respective  Filing Dates and shall have the
same  priority  over any  liens  and  encumbrances  against  the  Collateral  as
borrowings  and advances made under the Credit  Agreement,  as of the respective
Filing Dates.

         I acknowledge that the Agents and the Lenders as of the date hereof are
relying on the opinions  expressed herein in extending credit under the terms of
the Credit  Agreement and the other Loan  Documents  and hereby  consent to such
reliance by the Agents and the Lenders  now or  hereafter  parties to the Credit
Agreement on the opinions expressed herein.

                                                     Very truly yours,



                                                     Donald L. Cuba



<PAGE>
                                                                     EXHIBIT L-4


To Call Writer Direct:
212 446-4800

                                  May 26, 2000

To the  Administrative  Agent and each of the  Tranche  B  Lenders
party to the Credit Agreement from time to time referred to below
c/o Bank of America, N.A.
Independence Center, 15th Floor

NCI-001-15-04
101 North Tryon Street
Charlotte, NC  28255

                  Re:      Citicorp Venture Capital, Ltd.

Ladies and Gentlemen:

         We are issuing  this opinion  letter in our  capacity as special  legal
counsel to Citicorp Venture Capital,  Ltd., a New York corporation  ("CVC"),  in
response  to the  requirement  in Section  4.1(c)(iv)  of the Amended and Credit
Agreement (the "Credit  Agreement"),  dated as of May 26, 2000, by and among ISG
Resources,  Inc., Industrial Services Group, Inc., the several Lenders from time
to time party  thereto,  Bank of  America,  N.A.,  as  Administrative  Agent and
Issuing Lender, and Canadian Imperial Bank of Commerce,  as Documentation  Agent
(the Tranche B Lenders are herein collectively referred to as "you"). Terms used
and not defined  herein  shall have the  meanings  assigned to such terms in the
Tranche B Put Agreement (the "Put Agreement").

         Subject  to  the  assumptions,  qualifications,  exclusions  and  other
limitations which are identified in this letter and in the schedules attached to
this letter, we advise you that:

1.   CVC is a  corporation  existing  and in good  standing  under the  Business
     Corporation Law of the State of New York.

2.   CVC has the corporate power to enter into and perform its obligations under
     the Put Agreement.

3.   The Board of Directors of CVC has adopted by requisite vote the resolutions
     necessary to authorize  execution,  delivery and  performance by CVC of the
     Put Agreement.

4.   CVC has duly executed and delivered the Put Agreement.

<PAGE>

5.   The  Put  Agreement  is a  valid  and  binding  obligation  of  CVC  and is
     enforceable against CVC in accordance with its terms.

6.   The  execution  and  delivery by CVC of the Put  Agreement to which it is a
     party and  performance of its  obligations  thereunder will not (a) violate
     any  provisions  of the  Certificate  of  Incorporation  or by-laws of such
     Person,  or (b)  constitute  a  material  violation  by such  Person of any
     applicable provision of statutory law or governmental regulation covered by
     this  letter,  or (c) breach,  or result in a default  under,  any Material
     Contract,  except  such  breach or  default  that could not  reasonably  be
     expected to have a Material  Adverse  Effect,  provided  that we express no
     opinion with respect to violations under cross-default provisions referring
     to or based upon agreements that are not included in such contracts or with
     respect to compliance with financial covenants or tests.

         In  preparing  this  letter,  we have relied  without  any  independent
verification upon the assumptions recited in Schedule B to this letter and upon:
(i)   information   contained  in   certificates   obtained  from   governmental
authorities;  (ii)  factual  information  represented  to be  true  in  the  Put
Agreement;  (iii) factual  information  provided to us in a support  certificate
signed by CVC; and (iv) factual  information  we have  obtained  from such other
sources as we have deemed reasonable. We have assumed without investigation that
there has been no relevant  change or development  between the dates as of which
the information  cited in the preceding  sentence was given and the date of this
letter and that the  information  upon which we have relied is accurate and does
not  omit   disclosures   necessary  to  prevent  such  information  from  being
misleading.  For  purposes  of each  opinion  in  paragraph  1,  we have  relied
exclusively  upon a  certificate  issued  by a  governmental  authority  in each
relevant  jurisdiction,  and  such  opinion  is  not  intended  to  provide  any
conclusion or assurance beyond that conveyed by that certificate.

         While we have not conducted any independent  investigation to determine
facts upon which our  opinions  are based or to obtain  information  about which
this letter  advises  you, we confirm  that we do not have any actual  knowledge
which has caused us to conclude that our reliance and  assumptions  cited in the
preceding  paragraph are  unwarranted or that any  information  supplied in this
letter is wrong. The term "actual knowledge"  whenever it is used in this letter
with  respect to our firm means  conscious  awareness at the time this letter is
delivered  on the date it bears by the  following  Kirkland & Ellis  lawyers who
have had  significant  involvement  with  negotiation  or preparation of the Put
Agreement  (herein  called  "our  Designated  Transaction  Lawyers"):  J. Andrew
Lindholm.

         Our  advice on every  legal  issue  addressed  in this  letter is based
exclusively  on the  internal  law of New York or the  federal law of the United
States.  Issues  addressed by this letter may be governed in whole or in part by
other  laws,  but we express no opinion as to whether  any  relevant  difference
exists  between the laws upon which our  opinions  are based and the laws of New
York or any other laws which may  actually  govern.  Our opinions are subject to
all  qualifications  in Schedule A attached hereto and do not cover or otherwise
address any law or legal issue which is identified in the attached Schedule C or
any  provision  in the Put  Agreement  of any type  identified  in  Schedule  D.
Provisions  in the Put  Agreement  which are not  excluded  by Schedule D or any
other part of this letter or its attachments are called the "Relevant  Agreement
Terms."

         Our advice on each legal issue addressed in this letter  represents our
opinion as to how that issue would be resolved  were it to be  considered by the
highest  court of the  jurisdiction  upon whose law our opinion on that issue is
based.  The manner in which any particular  issue would be treated in any actual
court case would  depend in part on facts and  circumstances  particular  to the
case,  and this  letter is not  intended to  guarantee  the outcome of any legal
dispute  which may  arise in the  future.  It is  possible  that  some  Relevant
Agreement Terms may not prove  enforceable for reasons other than those cited in
this letter should an actual enforcement action be brought,  but (subject to all
the exceptions,  qualifications,  exclusions and other limitations  contained in
this letter)  such  unenforceability  would not in our opinion  prevent you from
realizing  the  principal  benefits  purported  to be provided  by the  Relevant
Agreement Terms.

         This letter speaks as of the time of its delivery on the date it bears.
We do not assume any  obligation to provide you with any  subsequent  opinion or
advice by reason of any fact about which our Designated  Transaction Lawyers did
not have actual  knowledge at that time,  by reason of any change  subsequent to
that time in any law covered by any of our  opinions,  or for any other  reason.
The attached schedules are an integral part of this letter, and any term defined
in this letter or any schedule has that defined  meaning  wherever it is used in
this letter or in any schedule to this letter.

         You may rely  upon  this  letter  only for the  purpose  served  by the
provision in the Merger Agreement cited in the initial  paragraph of this letter
in response to which it has been delivered.  Without our written consent: (i) no
person other than you may rely on this letter for any purpose;  (ii) this letter
may not be cited or  quoted  in any  financial  statement,  prospectus,  private
placement  memorandum  or other similar  document;  (iii) this letter may not be
cited or quoted in any other  document or  communication  which might  encourage
reliance  upon this  letter by any  person or for any  purpose  excluded  by the
restrictions  in this  paragraph;  and (iv)  copies  of this  letter  may not be
furnished to anyone for purposes of  encouraging  such  reliance,  provided that
copies  of this  letter  may be  furnished  to  prospective  Eligible  Assignees
pursuant to Section  10.3(b) of the Credit  Agreement for purposes of disclosure
only and may be relied upon by such  Person  upon such Person  becoming a Lender
pursuant to the terms and conditions of the Credit Agreement.

                                   Sincerely,

                                   Kirkland & Ellis


<PAGE>

                                   Schedule A

                             General Qualifications

         All of our  opinions  ("our  opinions")  in the  letter  to which  this
Schedule is attached  ("our  letter") are subject to each of the  qualifications
set forth in this Schedule.

1.   Bankruptcy and Insolvency Exception. Each of our opinions is subject to the
     effect of bankruptcy, insolvency, reorganization,  receivership, moratorium
     and other similar laws. This exception includes:

          a.   the Federal  Bankruptcy Code and thus comprehends,  among others,
               matters of turn-over, automatic stay, avoiding powers, fraudulent
               transfer,  preference,  discharge,  conversion of a  non-recourse
               obligation into a recourse  claim,  limitations on ipso facto and
               anti-assignment clauses and the coverage of pre-petition security
               agreements  applicable to property  acquired  after a petition is
               filed;

          b.   all   other   Federal   and   state    bankruptcy,    insolvency,
               reorganization,   receivership,   moratorium,   arrangement   and
               assignment  for the  benefit of  creditors  laws that  affect the
               rights of creditors generally or that have reference to or affect
               only creditors of specific types of debtors;

          c.   state fraudulent transfer and conveyance laws; and

          d.   judicially  developed doctrines in this area, such as substantive
               consolidation of entities and equitable subordination.

2.   Equitable  Principles  Limitation.  Each of our  opinions is subject to the
     effect of general  principles of equity,  whether applied by a court of law
     or equity. This limitation includes principles:

          a.   governing the  availability of specific  performance,  injunctive
               relief or other  equitable  remedies,  which  generally place the
               award of such  remedies,  subject to certain  guidelines,  in the
               discretion of the court to which  application  for such relief is
               made;

          b.   affording equitable defenses (e.g., waiver,  laches and estoppel)
               against a party seeking enforcement;

          c.   requiring  good  faith and fair  dealing in the  performance  and
               enforcement of a contract by the party seeking its enforcement;

          d.   requiring reasonableness in the performance and enforcement of an
               agreement by the party seeking enforcement of the contract;

          e.   requiring  consideration  of the  materiality of (i) a breach and
               (ii)  the  consequences  of  the  breach  to  the  party  seeking
               enforcement;

          f.   requiring  consideration of the impracticability or impossibility
               of performance at the time of attempted enforcement; and

          g.   affording  defenses  based  upon  the  unconscionability  of  the
               enforcing party's conduct after the
                  parties have entered into the contract.

3.   Other Common Qualifications.  Each of our opinions is subject to the effect
     of rules of law that:

          a.   limit or affect the  enforcement of provisions of a contract that
               purport to waive,  or to require  waiver of, the  obligations  of
               good faith, fair dealing, diligence and reasonableness;

          b.   provide  that  forum  selection  clauses  in  contracts  are  not
               necessarily binding on the court(s) in the forum selected;

          c.   limit the  availability  of a remedy under certain  circumstances
               where another remedy has been elected;

          d.   provide  a time  limitation  after  which  a  remedy  may  not be
               enforced;

          e.   limit the enforceability of provisions releasing,  exculpating or
               exempting a party from, or requiring  indemnification  of a party
               for, liability for its own action or inaction,  to the extent the
               action or inaction  involves  negligence,  recklessness,  willful
               misconduct,  unlawful  conduct,  violation  of  public  policy or
               litigation  against  another party  determined  adversely to such
               party;

          f.   may,  where  less than all of a  contract  may be  unenforceable,
               limit  the  enforceability  of the  balance  of the  contract  to
               circumstances  in  which  the  unenforceable  portion  is  not an
               essential part of the agreed exchange;

          g.   govern and afford judicial discretion regarding the determination
               of damages and  entitlement  to attorneys'  fees and other costs;
               and

          h.   may permit a party that has materially  failed to render or offer
               performance  required by the contract to cure that failure unless
               (i)  permitting a cure would  unreasonably  hinder the  aggrieved
               party from making  substitute  arrangements for  performance,  or
               (ii) it was important in the circumstances to the aggrieved party
               that performance occur by the date stated in the contract.

4.   Referenced Provision Qualification.  In addition, our opinions,  insofar as
     they  relate  to  the  validity,  binding  effect  or  enforceability  of a
     provision in the Put  Agreement  requiring  CVC to perform its  obligations
     under, or to cause any other person to perform its obligations  under,  any
     provision (a  "Referenced  Provision") of such Put Agreement are subject to
     the  same  qualifications  as the  corresponding  opinion  in  this  letter
     relating  to the  validity,  binding  effect  and  enforceability  of  such
     Referenced  Provision.  Requirements  in the Put Agreement that  provisions
     therein may only be waived or amended in writing may not be  enforceable to
     the extent that an oral agreement or an implied agreement by trade practice
     or course of conduct has been created modifying any such provision.




<PAGE>

                                   Schedule B

                                   Assumptions

         For purposes of our letter, we have relied, without investigation, upon
each of the following assumptions:

1.   You are existing and in good standing in your jurisdiction of organization.

2.   The Put Agreement constitutes valid and binding obligation of yours and are
     enforceable   against  you  in  accordance   with  its  terms  (subject  to
     qualifications,   exclusions  and  other   limitations   similar  to  those
     applicable to our letter).

3.   You have satisfied those legal  requirements  that are applicable to you to
     the extent  necessary to entitle you to enforce the Put  Agreement  against
     CVC.

4.   Each  document  submitted to us for review is accurate and  complete,  each
     such document that is an original is authentic,  each such document that is
     a copy conforms to an authentic  original,  and all signatures  (other than
     those of or on behalf of CVC) on each such document are genuine.

5.   There has not been any mutual mistake of fact or  misunderstanding,  fraud,
     duress or undue influence.

6.   The  conduct of the  parties to the Put  Agreement  has  complied  with any
     requirement of good faith, fair
         dealing and  conscionability.

7.   You have acted in good faith and without notice of any defense  against the
     enforcement  of any rights  created by, or adverse claim to any property or
     security interest transferred or created as part of, the Transactions.

8.   There are no agreements  or  understandings  among the parties,  written or
     oral,  and there is no usage of trade or course or prior  dealing among the
     parties that would, in either case, define, supplement or qualify the terms
     of the Put Agreement.

9.   The  constitutionality or validity of a relevant statute,  rule, regulation
     or agency action is not in issue.

10.  All  parties to the  Transactions  will act in  accordance  with,  and will
     refrain  from  taking  any  action  that is  forbidden  by,  the  terms and
     conditions of the Put Agreement.

11.  CVC will not in the  future  take any  discretionary  action  (including  a
     decision not to act) permitted under the Put Agreement that would result in
     a  violation  of law or  constitute  a breach  or  default  under any other
     agreements or court orders to which CVC may be subject.

12.  CVC  has  obtained  (and  will  in  the  future  obtain)  all  permits  and
     governmental  approvals  required,  and has taken  (and will in the  future
     take)  all  actions   required,   relevant  to  the   consummation  of  the
     Transactions or performance of the Put Agreement.

13.  All information  required to be disclosed in connection with any consent or
     approval  by CVC's  Board  of  Directors  or  stockholders  (or  equivalent
     governing  group) and all other  information  required to be  disclosed  in
     connection  with any issue  relevant to our opinions has in fact been fully
     and fairly disclosed to all persons to whom it is required to be disclosed.

14.  CVC's  certificate of incorporation (or equivalent  governing  instrument),
     all amendments to that certificate,  all resolutions  adopted  establishing
     classes or series of stock  under that  certificate,  CVC's  bylaws and all
     amendments  to  its  bylaws  have  been  adopted  in  accordance  with  all
     applicable legal requirements.

15.  Each person who has taken any action relevant to any of our opinions in the
     capacity  of  director  or officer  was duly  elected to that  director  or
     officer position and held that position when such action was taken.


<PAGE>

                                   Schedule C

                          Excluded Law and Legal Issues

         None of the  opinions  or  advice  contained  in our  letter  covers or
otherwise addresses any of the following laws, regulations or other governmental
requirements or legal issues:

1.   Federal  securities laws and regulations  (including the Investment Company
     Act of 1940 and all other laws and  regulations  administered by the United
     States  Securities  and  Exchange  Commission),  state  "Blue Sky" laws and
     regulations,  and laws and  regulations  relating to commodity  (and other)
     futures and indices and other similar instruments;

2.   Federal Reserve Board margin regulations;

3.   pension and employee benefit laws and regulations (e.g., ERISA);

4.   Federal and state antitrust and unfair competition laws and regulations;

5.   Federal  and  state  laws and  regulations  concerning  filing  and  notice
     requirements   other  than  requirements   applicable  to   charter-related
     documents such as a certificate of merger;

6.   compliance with fiduciary duty requirements;

7.   the statues and ordinances,  the administrative decisions and the rules and
     regulations  of  counties,  towns,  municipalities  and  special  political
     subdivisions  (whether created or enabled through legislative action at the
     Federal,  state or  regional  level -- e.g.,  water  agencies,  joint power
     districts,  turnpike and tollroad  authorities,  rapid transit districts or
     authorities,  and port  authorities)  and judicial  decisions to the extent
     that they deal with any of the foregoing;

8.   the  characterization  of a transaction  as one involving the creation of a
     lien on real  property or a security  interest in  personal  property,  the
     characterization of a contract as one in a form sufficient to create a lien
     or a security interest, the creation, attachment,  perfection,  priority or
     enforcement  of a lien on real property or a security  interest in personal
     property or matters  involving  ownership  or title to any real or personal
     property;

9.   fraudulent transfer and fraudulent conveyance laws;

10.  Federal and state environmental laws and regulations;

11.  Federal and state land use and subdivision laws and regulations;

12.  Federal and state tax laws and regulations;

13.  Federal patent, trademark and copyright, state trademark, and other Federal
     and state intellectual property laws and regulations;

14.  Federal and state racketeering laws and regulations (e.g., RICO);

15.  Federal and state health and safety laws and regulations (e.g., OSHA);

16.  Federal and state labor laws and regulations;

17.  Federal and state laws,  regulations  and policies  concerning (i) national
     and local emergency,  (ii) possible judicial deference to acts of sovereign
     states, and (iii) criminal and civil forfeiture laws;

18.  other Federal and state statutes of general  application to the extent they
     provide  for  criminal   prosecution  (e.g.,  mail  fraud  and  wire  fraud
     statutes);

19.  any laws,  regulations,  directives  and executive  orders that prohibit or
     limit the  enforceability  of obligations  based on attributes of the party
     seeking  enforcement  (e.g.,  the  Trading  with  the  Enemy  Act  and  the
     International Emergency Economic Powers Act); and

20.  the  effect  of any  law,  regulation  or  order  which  hereafter  becomes
     effective.

         We have not undertaken any research for purposes of determining whether
CVC or any of the  Transactions  which  may  occur  in  connection  with the Put
Agreement is subject to any law or other governmental  requirement other than to
those  laws  and  requirements  which  in  our  experience  would  generally  be
recognized as applicable in the absence of research by lawyers in New York,  and
none of our opinions covers any such law or other requirement  unless (i) one of
our Designated  Transaction Lawyers had actual knowledge of its applicability at
the time  our  letter  was  delivered  on the  date it bears  and (ii) it is not
excluded from  coverage by other  provisions in our letter or in any Schedule to
our letter.


<PAGE>

                                   Schedule D

                               Excluded Provisions

         None of the opinions in the letter to which this Schedule D is attached
covers or otherwise addresses any of the following types of provisions which may
be contained in the Put Agreement:

1.   Choice-of-law provisions.

2.   Indemnification  for negligence,  willful misconduct or other wrongdoing or
     strict product  liability or any  indemnification  for liabilities  arising
     under securities laws.

3.   Waivers of (i) legal or equitable defenses, (ii) the benefits of statutory,
     regulatory, or constitutional rights, unless and to the extent the statute,
     regulation,  or constitution explicitly allows waiver, (iii) other benefits
     to the extent they cannot be waived under applicable law.

4.   Time-is-of-the-essence clauses.

5.   Provisions  which provide a time limitation after which a remedy may not be
     enforced.

6.   Agreements to submit to the  jurisdiction of any particular  court or other
     governmental  authority  (either as to  personal  jurisdiction  and subject
     matter  jurisdiction);  provisions  restricting access to courts; waiver of
     the right to jury trial;  waiver of service of process  requirements  which
     would  otherwise be  applicable;  and  provisions  otherwise  purporting to
     affect the jurisdiction and venue of courts.

7.   Provisions appointing one party as an attorney-in-fact for an adverse party
     or providing that the decision of any particular  person will be conclusive
     or binding on others.

8.   Provisions  purporting  to  limit  rights  of  third  parties  who have not
     consented thereto or purporting to grant rights to third parties.

9.   Provisions which purport to award attorneys' fees solely to one party.

10.  Provisions  in the Put Agreement  requiring CVC to perform its  obligations
     under,  or to cause any other person to perform its  obligations  under, or
     stating that any action will be taken as provided in or in accordance with,
     any agreement or other document that is not the Put Agreement.

11.  Provisions,  if  any,  which  are  contrary  to the  public  policy  of any
     jurisdiction.


<PAGE>
                                                                       EXHIBIT M

                                    [FORM OF]
                        OFFICER'S COMPLIANCE CERTIFICATE

         For the fiscal quarter ended (the "Financial Statement Date").

         I,___________,  _____________________  of ISG  Resources,  Inc., a Utah
corporation  (successor  to JTM  Industries,  Inc.,  a Texas  corporation)  (the
"Borrower"),  hereby certify on behalf of the Borrower,  in connection  with the
Amended and Restated Credit  Agreement dated as of May [___],  2000 (as amended,
modified,  restated or supplemented  from time to time, the "Credit  Agreement";
all of the defined  terms in the Credit  Agreement  are  incorporated  herein by
reference)  among the  Borrower,  Industrial  Services  Group,  Inc., a Delaware
corporation,   the  financial   institutions   party  thereto  as  lenders  (the
"Lenders"),  Bank of America,  N.A.  (formerly known as  NationsBank,  N.A.), as
Administrative Agent and Issuing Lender, and Canadian Imperial Bank of Commerce,
as Documentation Agent, that:

         a.       No Default or Event of Default has occurred and is  continuing
                  [or, if any Event of Default  does  exist,  specify the nature
                  and extent thereof and what action  Borrower  proposes to take
                  with respect thereto];

         b.       Since  [insert  date of the most recent  financial  statements
                  delivered  under  the  Credit  Agreement],  there  has been no
                  material   change  in  the   generally   accepted   accounting
                  principles   applied  in  the  preparation  of  the  financial
                  statements of the Borrower and its  Consolidated  Subsidiaries
                  [or, if any such change, a description of such change];

         c.       Delivered  herewith  are detailed  calculations  demonstrating
                  compliance with the financial  covenants  contained in Section
                  7.19 of the Credit  Agreement  as of the  Financial  Statement
                  Date.

         This       day of          ,       .
              -----       ----------  ------

                                 ISG RESOURCES, INC.,
                                 a Utah corporation

                                 By:_________________________________
                                 Name:
                                 Title:


<PAGE>



                       Attachment of Officer's Certificate

                       Computation of Financial Covenants
<PAGE>













                             TRANCHE B PUT AGREEMENT

                            Dated as of May 26, 2000

                                      among

                         CITICORP VENTURE CAPITAL, LTD.,

                          THE SEVERAL TRANCHE B LENDERS

                         FROM TIME TO TIME PARTY HERETO,

                              ISG RESOURCES, INC.,

                                       and

                             BANK OF AMERICA, N.A.,

                             as Administrative Agent


<PAGE>




                                TABLE OF CONTENTS

Section                                                                     Page

Section 1.        Put Option...................................................1

Section 2.        Waivers......................................................2

Section 3.        Representations, Warranties and Covenants....................4

Section 4.        Amendments, Etc..............................................7

Section 5.        Notices, Etc.................................................7

Section 6.        No Waiver; Remedies..........................................7

Section 7.        Continuing Obligation........................................7

Section 8.        Assignments..................................................8

Section 9.        Counterparts.................................................8

Section 10.       Savings Clause...............................................8

Section 11.       Survival of Agreement........................................8

Section 12.       Entire Agreement.............................................9

Section 13.       Headings.....................................................9

Section 14.       Governing Law................................................9

Section 15.       Jurisdiction; Consent to Service of Process..................9


<PAGE>

         TRANCHE B PUT AGREEMENT (this "Put Agreement") dated as of May 26, 2000
among CITCORP VENTURE CAPITAL, LTD., a New York Corporation (the "Sponsor"), the
Lenders with respect to Tranche B Revolving Loans from time to time party to the
Credit  Agreement  referred to below (the "Tranche B Lenders"),  ISG  RESOURCES,
INC.  (successor to JTM Industries,  Inc.), a Utah corporation (the "Borrower"),
and  BANK  OF  AMERICA,   N.A.   (formerly  known  as  NationsBank,   N.A.),  as
Administrative Agent under the Credit Agreement.

         WHEREAS,  the Sponsor is the direct owner of 100% of the Capital  Stock
of Industrial  Services Group,  Inc. (the "Parent") and the Parent is the direct
owner of 100% of the Capital Stock of the Borrower.

         WHEREAS,  the  Borrower is party to that  certain  Amended and Restated
Credit Agreement dated as of May 26, 2000 (as amended, restated, supplemented or
modified  from time to time,  the  "Credit  Agreement")  among the  Parent,  the
Borrower,  the Lenders,  Bank of America,  N.A.  (formerly known as NationsBank,
N.A.), as Issuing Lender and Administrative Agent, and Canadian Imperial Bank of
Commerce, as Documentation Agent.  Capitalized terms used but not defined herein
have the meanings assigned thereto in the Credit Agreement.

         WHEREAS,  the  Tranche B  Lenders  have  respectively  agreed to extend
credit to the Borrower,  evidenced by the Tranche B Revolving Loans and pursuant
to and upon the terms and subject to the  conditions  precedent set forth in the
Credit Agreement.

         WHEREAS,  the  obligations of the Tranche B Lenders to extend credit to
the  Borrower  evidenced  by the Tranche B Revolving  Loans and  pursuant to the
Credit  Agreement  are  conditioned  on, among other  things,  the execution and
delivery by the Sponsor of an agreement  in the form  hereof,  pursuant to which
the parties hereto wish to provide for a put option whereby any Tranche B Lender
may require the Sponsor to purchase  all or a portion of such Tranche B Lender's
Tranche B Revolving  Loans upon the  occurrence  and  continuance of an Event of
Default.

         NOW,   THEREFORE,   in   consideration   of  the   foregoing   and  the
representations,  covenants and agreements  contained herein,  and certain other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         Put Option.  (a) At any time upon the occurrence and  continuance of an
Event  of  Default,  on at  least  fourteen  Business  Days  written  notice  in
substantially  the form of Exhibit A attached  hereto to the  Sponsor  (the "Put
Notice"),  each  Tranche B Lender shall have the option and right to sell to the
Sponsor,  without  recourse  to  any  such  Tranche  B  Lender  after  any  such
assignment,  and the  Sponsor  hereby  agrees to  purchase,  at par,  all or any
portion  of  the  Tranche  B  Revolving  Loans  of any  such  Tranche  B  Lender
outstanding on the date (the "Effective Date") of the effectiveness of a related
Assignment and Acceptance  (pursuant to which  Assignment  and  Acceptance,  the
Sponsor shall be assigned,  any such Tranche B Lender's  rights and  obligations
under the Credit Agreement,  including, without limitation, the interests in the
Commitments  with respect to the Tranche B Revolving Loans of any such Tranche B
Lender, together with unpaid Fees accrued in respect of the assigned Commitments
to the  Effective  Date and unpaid  interest  accrued on the assigned  Tranche B
Revolving Loans to the Effective Date), in accordance with the terms and subject
to the conditions of the Credit Agreement and the Assignment and Acceptance (any
such purchase pursuant to this Section 1(a) being a "Put").

                  (b) The Sponsor,  the Borrower,  the Administrative  Agent and
         any such  Tranche  B Lender  delivering  a Put  Notice  to the  Sponsor
         pursuant to Section  1(a) of this Put  Agreement  each hereby  agree to
         execute an  Assignment  and  Acceptance  within three  Business Days of
         receipt by the Sponsor of the Put Notice.

         Waivers.  The Sponsor hereby waives  presentment  to, demand of payment
from and  protest to the  Borrower  of any of the Credit  Obligations,  and also
waives promptness, diligence, notice of acceptance of its obligations hereunder,
any other  notice  with  respect to any of the Credit  Obligations  and this Put
Agreement and any requirement that the Administrative Agent or any other Secured
Party  protect,  secure,  perfect  or insure  any Lien or any  property  subject
thereto.  The Sponsor  further waives any right to require that resort be had by
the  Administrative  Agent or any other  Secured  Party to any security held for
payment of the Credit  Obligations or to any balance of any deposit,  account or
credit on the books of the  Administrative  Agent or any other  Secured Party in
favor of the  Borrower or any other  person.  The Sponsor  hereby  consents  and
agrees to each of the  following  to the fullest  extent  permitted  by law, and
agrees that the  Sponsor's  obligations  under this Put  Agreement  shall not be
released,  diminished,  impaired,  reduced or  adversely  affected by any of the
following,  and waives any rights (including rights to notice) which the Sponsor
might otherwise have as a result of or in connection with any of the following:

                  (b)  any  extension,  modification,  decrease,  alteration  or
         rearrangement  of all or any  part  of the  Credit  Obligations  or any
         instrument  executed  in  connection  therewith,  or  any  contract  or
         understanding with the Borrower,  the  Administrative  Agent, the other
         Secured  Parties,  or  any  other  person,  pertaining  to  the  Credit
         Obligations;

                  (c) any adjustment, indulgence, forbearance or compromise that
         might be  granted  or given by the  Administrative  Agent or any  other
         Secured  Party to the  Borrower  or any  person  liable  on the  Credit
         Obligations;  or the failure of the  Administrative  Agent or any other
         Secured Party to assert any claim or demand or to exercise any right or
         remedy against the Borrower under the provisions of any Credit Document
         or otherwise; or any rescission,  waiver, amendment or modification of,
         or any  release  from any of the terms or  provisions  of,  any  Credit
         Document, any guarantee or any other agreement;

                  (d)  the  insolvency,   bankruptcy  arrangement,   adjustment,
         composition,  liquidation,  disability, dissolution or lack of power of
         the  Borrower or any other person at any time liable for the payment of
         all or  part  of the  Credit  Obligations;  or any  dissolution  of the
         Borrower, or any change,  restructuring or termination of the existence
         of the  Borrower,  or any sale,  lease or transfer of any or all of the
         assets of the Borrower, or any change in the partners or members of the
         Borrower;  or any default,  failure or delay, willful or otherwise,  in
         the performance of the Credit Obligations;

                  (e) the invalidity,  illegality or  unenforceability of all or
         any  part of the  Credit  Obligations,  or any  document  or  agreement
         executed  in  connection  with the Credit  Obligations,  for any reason
         whatsoever, including the fact that the Credit Obligations, or any part
         thereof,  exceed the amount  permitted  by law, the act of creating the
         Credit  Obligations or any part thereof is ultra vires, the officers or
         representatives  executing  the  documents  or  otherwise  creating the
         Credit  Obligations  acted in excess  of their  authority,  the  Credit
         Obligations  violate  applicable  usury laws,  the  Borrower  has valid
         defenses, claims or offsets (whether at law, in equity or by agreement)
         which render the Credit Obligations  wholly or partially  uncollectible
         from the Borrower, the creation, performance or repayment of the Credit
         Obligations (or the execution, delivery and performance of any document
         or instrument  representing part of the Credit  Obligations or executed
         in  connection  with the  Credit  Obligations  or given to  secure  the
         repayment of the Credit Obligations) is illegal, uncollectible, legally
         impossible or unenforceable, or the documents or instruments pertaining
         to the Credit  Obligations  have been forged or otherwise are irregular
         or not genuine or authentic;

                  (f) any  full  or  partial  release  of the  liability  of the
         Borrower on the Credit Obligations or any part thereof, or of any other
         person  now  or  hereafter  liable,  whether  directly  or  indirectly,
         jointly,   severally,  or  jointly  and  severally,  to  pay,  perform,
         guarantee or assure the payment of the Credit  Obligations  or any part
         thereof,  it being  recognized,  acknowledged and agreed by the Sponsor
         that the Sponsor  may be required to pay the  portions of the Tranche B
         Revolving Loans it has agreed to purchase pursuant to the Put hereunder
         in full without  assistance  or support of any other person or reliance
         on the  Collateral  or any  Guarantor,  and the  Sponsor  has not  been
         induced  to  enter  into  this  Put   Agreement   on  the  basis  of  a
         contemplation,  belief,  understanding  or agreement that other parties
         other  than  the  Borrower   will  be  liable  to  perform  the  Credit
         Obligations,  or the  Secured  Parties  will look to other  parties  to
         perform the Credit Obligations;

                  (g) the taking or accepting of any other security,  collateral
         or guaranty,  or other assurance of payment, for all or any part of the
         Credit Obligations;

                  (h)   any   release,   surrender,   exchange,   subordination,
         deterioration, waste, loss or impairment (including negligent, willful,
         unreasonable  or  unjustifiable  impairment)  of any  Letter of Credit,
         collateral,  property or security,  at any time  existing in connection
         with, or assuring or securing payment of, all or any part of the Credit
         Obligations;

                  (i) the failure of the Administrative Agent, any other Secured
         Party or any other person to exercise  diligence or reasonable  care in
         the preservation,  protection,  enforcement,  sale or other handling or
         treatment of all or any part of such collateral, property or security;

                  (j) the fact that any collateral,  security, security interest
         or lien  contemplated  or intended  to be given,  created or granted as
         security  for the  repayment  of the  Credit  Obligations  shall not be
         properly  perfected or created,  or shall prove to be  unenforceable or
         subordinate to any other security interest or lien, it being recognized
         and agreed by the Sponsor  that the Sponsor is not  entering  into this
         Put Agreement in reliance on, or in  contemplation  of the benefits of,
         the  validity,  enforceability,  collectibility  or  value  of any such
         collateral, security, security interest or lien;

                  (k) any payment by the Borrower to the Administrative Agent or
         any other  Secured  Party being held to  constitute a preference  under
         Title 11 of the United States Code or any similar Federal or state law,
         or for any reason the  Administrative  Agent or any other Secured Party
         being  required  to  refund  such  payment  or pay such  amount  to the
         Borrower or someone else;

                  (l) any other action taken or omitted to be taken with respect
         to the Credit  Obligations,  or the security and  collateral  therefor,
         whether  or not such  action or  omission  prejudices  the  Sponsor  or
         increases the likelihood  that the Sponsor will be required to purchase
         any portion of the Tranche B Revolving  Loans it has agreed to purchase
         pursuant to Put hereunder,  it being the  unambiguous  and  unequivocal
         intention  of the  Sponsor  that  the  Sponsor  shall be  obligated  to
         purchase any portion of the Tranche B Revolving  Loans it has agreed to
         purchase pursuant to the terms and conditions of the Put hereunder;

                  (m) the fact that all or any of the Credit  Obligations  cease
         to  exist  by  operation  of  law,  including  by way  of a  discharge,
         limitation or tolling thereof under applicable bankruptcy laws; or

                  (n)  any  other   circumstance   (including   any  statute  of
         limitations)  that  might  in any  manner  or to any  extent  otherwise
         constitute  a defense  available  to, vary the risk of, or operate as a
         discharge of, the Borrower or the Sponsor as a matter of law or equity.

It is understood and agreed that the Tranche B Lenders and the Borrower will not
(i) increase the stated  principal amount or the rate of interest of the Tranche
B Revolving  Loans or (ii) change,  amend,  modify,  or alter the  provisions of
Section 8.1(a) of the Credit  Agreement,  in each case without the prior written
consent of the Sponsor.  All waivers herein contained shall be without prejudice
to the  Tranche B Lenders  at their  respective  option to proceed  against  the
Sponsor or any other person, whether by separate action or by joinder.

         Representations,   Warranties   and   Covenants.   The  Sponsor  hereby
represents, warrants and covenants as follows:

                  (b) The Sponsor (i) is a corporation  duly organized,  validly
         existing  and good  standing  under  the laws of the State of New York,
         (ii) has all  requisite  power and  authority  to own its  property and
         assets and to carry on its business as now conducted and as proposed to
         be conducted,  (iii) is qualified to do business in every  jurisdiction
         where  qualification  is required  except  where the failure to qualify
         would not  result in a  material  adverse  effect on (a) the  financial
         condition,   operations,   business,  assets,  liabilities  (actual  or
         contingent), historical cash flows or prospects of the Sponsor, (b) the
         ability of the Sponsor to perform its obligations  hereunder or (c) the
         material  rights and  remedies of the Tranche B Lenders  hereunder  and
         (iv) has the  corporate  power and  authority  to execute,  deliver and
         perform its obligations hereunder.

                  (c) The execution,  delivery and performance by the Sponsor of
         this  Put  Agreement  (i) has been  duly  authorized  by all  requisite
         corporate  action,  and (ii) will not (A) violate (1) any  provision of
         law,  statute,  rule or regulation,  or the articles of  incorporation,
         by-laws, or other constitutive  documents of the Sponsor, (2) any order
         of any  Governmental  Authority  applicable to the Sponsor,  or (3) any
         provisions of any indenture, agreement or other instrument to which the
         Sponsor is a party or by which any of its property may be bound, or (B)
         be in conflict with, result in a breach of or constitute (alone or with
         notice or lapse of time or both) a default  or give rise to  increased,
         additional,  accelerated  or guaranteed  rights of any person under any
         such indenture, agreement or other instrument.

                  (d) This Put Agreement has been duly executed and delivered by
         the Sponsor and constitutes the legal,  valid and binding obligation of
         the Sponsor  enforceable  against the  Sponsor in  accordance  with its
         terms.

                  (e) No consent or approval of,  registration or filing with or
         any other action by (i) any Governmental Authority,  (ii) any creditor,
         partner, member or shareholder of the Sponsor or (iii) any other person
         is or will be  required  in  connection  with  the  performance  by the
         Sponsor of this Put Agreement except such as have been made or obtained
         and in full force and effect.

                  (f) The unaudited  consolidated  balance sheets of the Sponsor
         as of, and the related  statements  of earnings and  statements of cash
         flows of the Sponsor for the  quarterly  period  ended March 31,  2000,
         have  heretofore  been  furnished  to the  Administrative  Agent.  Such
         financial  statements  (including the notes thereto)  present fairly in
         all material  respects (on the basis disclosed in the footnotes to such
         financial statements) the consolidated financial condition,  results of
         operations  and cash flows of the  Sponsor as of such date and for such
         period. During the period from March 31, 2000 to and including the date
         hereof, there has been no material change in the financial condition of
         the  Sponsor  which  is  not  reflected  in  the  foregoing   financial
         statements or in the notes thereto.  The foregoing financial statements
         disclose all material liabilities, actual or contingent, of the Sponsor
         as of the date thereof.

                  (g) In the event any (i) default  occurs in the due observance
         or performance  by the Sponsor of any covenant,  condition or agreement
         contained herein, or (ii) representation or warranty made herein or any
         representation,  warranty,  statement or  information  contained in any
         certificate or financial  statement  furnished  pursuant hereto,  shall
         prove to have been false or misleading in any material  respect when so
         made, deemed made or furnished, then the same shall constitute an Event
         of Default as provided in Article VIII of the Credit Agreement.

                  (h) There are no conditions  precedent to the effectiveness of
         this Put  Agreement  that  have not been  satisfied  or  waived  by the
         Sponsor.

                  (i) The Sponsor has,  independently  and without reliance upon
         the  Administrative  Agent or any other Secured Party and based on such
         documents and  information as it has deemed  appropriate,  made its own
         credit  analysis  and  decision to enter into this Put  Agreement.  The
         Sponsor has  investigated  fully the benefits and advantages which will
         be derived by it from execution of this Put Agreement,  and the Sponsor
         has  decided  that a direct or an indirect  benefit  will accrue to the
         Sponsor by reason of the execution of this Put Agreement.

                  (j) (a) This Put  Agreement is not given with actual intent to
         hinder,  delay or defraud  any  person to which the  Sponsor is or will
         become,  on or after the date  hereof,  indebted;  (b) the  Sponsor has
         received at least a  reasonably  equivalent  value in exchange  for the
         giving of this Put  Agreement;  (c) the Sponsor is not insolvent on the
         date hereof and will not become insolvent as a result of the execution,
         delivery or performance  of this Put Agreement;  (d) the Sponsor is not
         engaged  in a  business  or  transaction,  nor is about to  engage in a
         business or  transaction,  for which any  property  remaining  with the
         Sponsor  constitutes an unreasonably  small amount of capital;  and (e)
         the  Sponsor  does not  intend to incur  debts  that will be beyond the
         Sponsor's ability to pay as such debts mature.

                  (k) The Sponsor  will ensure at any time and from time to time
         until all of the  Credit  Obligations  with  respect  to the  Tranche B
         Revolving  Loans  have  been paid in full and the  Tranche B  Revolving
         Committed  Amount has been  permanently  terminated  that the aggregate
         fair market value of the  Sponsor's  assets  (including  non-restricted
         marketable   securities  and  restricted   securities  readily  salable
         pursuant to Rule 144 under the Securities Act of 1933, as amended) that
         are  readily  available  to  purchase  the  Tranche B  Revolving  Loans
         pursuant to the exercise by the Tranche B Lenders of the Put  hereunder
         is sufficient to purchase the Tranche B Revolving Loans pursuant to the
         exercise by the Tranche B Lenders of the Put hereunder in full together
         with any of the other  indebtedness  or contingent  liabilities  of the
         Sponsor,  and  forthwith  upon  any  amount  becoming  due and  payable
         hereunder will take all steps necessary to liquidate or otherwise apply
         such assets in an amount sufficient,  and use the proceeds thereof,  to
         purchase the Tranche B Revolving  Loans pursuant to the exercise by the
         Tranche B Lenders of the Put hereunder.

                  (l) As soon as  available  but in any event not later  than 45
         days after the end of each fiscal  quarter of the Sponsor,  the Sponsor
         shall  deliver  to the  Administrative  Agent  copies  of an  unaudited
         balance  sheet,  as at and for the quarter  then ended for the Sponsor,
         certified by a Responsible Officer as true and correct.

         Amendments, Etc. No amendment,  modification or waiver of any provision
of this Put Agreement  and no consent to any departure by the Sponsor  therefrom
shall in any event be effective unless the same shall be in writing and shall be
executed and delivered by the Sponsor,  the Required Lenders with respect to the
Tranche B Revolving Loans, the Borrower and the  Administrative  Agent, and then
such amendment,  modification,  waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

         Notices, Etc. Unless otherwise specified herein, all notices,  requests
or other  communications  to any party hereunder  shall be in writing,  shall be
delivered  by  hand  or  overnight  courier  service,  mailed  by  certified  or
registered  mail or sent by  telecopy,  and shall be given to such  party at its
address or telecopy  number set forth on the  signature  pages  hereof or at any
other address or telecopy  number which such party shall have  specified for the
purpose of  communications  hereunder by notice to the other parties  hereunder.
All notices and other  communications  given to any party  hereto in  accordance
with the provisions of this Put Agreement  shall be deemed to have been given on
the date of receipt if delivered by hand or overnight courier service or sent by
telecopy or on the date three (3) Business  Days after  dispatch by certified or
registered  mail if mailed,  in each case  delivered,  sent or mailed  (properly
addressed) to such party as provided in this Section 5 or in accordance with the
latest unrevoked direction from such party given in accordance with this Section
5.

         No Waiver; Remedies. No failure on the part of the Administrative Agent
or any other Secured Party to exercise,  and no delay in exercising,  any right,
power or remedy  hereunder  shall  operate  as a waiver  thereof,  nor shall any
single  or  partial  exercise  of  any  such  right,  power  or  remedy  by  the
Administrative  Agent or any other Secured  Party  preclude any other or further
exercise  thereof or the  exercise  of any other  right,  power or  remedy.  All
remedies  hereunder and under the other Credit  Documents are cumulative and are
not exclusive of any other remedies provided by law.

         Continuing Obligation. This Put Agreement is a continuing obligation of
the  Sponsor  and shall  survive  and remain in full force and effect  until the
Credit  Obligations  with  respect to the  Tranche B  Revolving  Loans have been
indefeasibly  paid in full in cash  and  the  Commitments  with  respect  to the
Tranche B Revolving Loans have been terminated.

         Assignments. This Put Agreement and the terms, covenants and conditions
hereof shall be binding  upon the Sponsor and the Borrower and their  respective
successors  and shall  inure to the  benefit of the  Administrative  Agent,  the
Tranche  B  Lenders  and  their  respective  successors  and  assigns.  Upon the
assignment  by any  Tranche B Lender of all or any  portion  of its  rights  and
obligations  under the Credit  Agreement  (including  all or any  portion of its
Commitment  with  respect  to the  Tranche  B  Revolving  Loans,  the  Tranche B
Revolving  Loans owing to it and the Note held by it) to any other person,  such
other person shall thereupon  become vested with the benefits in respect thereof
granted to such Tranche B Lender herein or otherwise,  but only to the extent of
such  assignment.  The Sponsor  shall not be  permitted  to assign,  transfer or
delegate any of its rights or obligations  under this Put Agreement  without the
prior  written  consent of the  Required  Lenders  (which  consent  shall not be
unreasonably  withheld)  with  respect to the  Tranche B  Revolving  Loans,  the
Borrower  and the  Administrative  Agent  (and  any such  purported  assignment,
transfer or delegation without such consent shall be void);  provided,  that the
Sponsor may assign or transfer all of its rights and obligations  under this Put
Agreement  to a U.S.  Affiliate  of the  Sponsor  which  has at  least  the same
financial  condition as the Sponsor as evidenced in the Sponsor's  balance sheet
dated March 31, 2000.

         Counterparts.  This  Put  Agreement  may be  executed  in  two or  more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument. This Put Agreement shall be
effective with respect to the Sponsor when a counterpart  hereof which bears the
signature of each Tranche B Lender, Sponsor, the Borrower and the Administrative
Agent  shall  have been  delivered  to the  Administrative  Agent.  Delivery  by
facsimile by any of the parties  hereto of an executed  counterpart  of this Put
Agreement shall be as effective as an original executed counterpart hereof.

         Savings  Clause.  In the  event  any  one  or  more  of the  provisions
contained in this Put Agreement should be held invalid, illegal or unenforceable
in any respect with respect to the Sponsor, no party hereto shall be required to
comply  with such  provision  with  respect to the  Sponsor  for so long as such
provision is held to be invalid,  illegal or  unenforceable,  and the  validity,
legality and enforceability of the remaining provisions contained herein, and of
such invalid,  illegal or  unenforceable  provision with respect to the Sponsor,
shall not in any way be affected or  impaired.  The  parties  shall  endeavor in
good-faith  negotiations  to  replace  any  invalid,  illegal  or  unenforceable
provisions with valid provisions, the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

         Survival of Agreement. All covenants,  agreements,  representations and
warranties  made by the Sponsor  herein shall be  considered to have been relied
upon by the  Administrative  Agent  and the other  Tranche  B Lenders  and shall
survive the making by the Tranche B Lenders of the Tranche B Revolving Loans and
the execution and delivery to the Tranche B Lenders of the Notes evidencing such
Tranche B Revolving Loans, regardless of any investigation made by the Tranche B
Lenders or the  Administrative  Agent or on their behalf,  and shall continue in
full force and effect until the Credit Obligations with respect to the Tranche B
Revolving Loans and any other amounts payable under or any other Credit Document
with  respect to the Tranche B Revolving  Loans have been  indefeasibly  paid in
full in cash and the  Commitments  with respect to the Tranche B Revolving Loans
has been terminated, or for such longer time as herein expressly contemplated.

         Entire  Agreement.  This Put Agreement  constitutes the entire contract
between the parties hereto relative to the subject matter hereof.  Any agreement
previously  entered into among the parties  with  respect to the subject  matter
hereof is  superseded  by this Put  Agreement  and the other  Credit  Documents.
Nothing in this Put Agreement,  expressed or implied, is intended to confer upon
any party, other than the parties hereto, any rights,  remedies,  obligations or
liabilities under or by reason of this Put Agreement.

         Headings. Section headings used herein are for convenience of reference
only, are not part of this Put Agreement and are not to affect the  construction
of, or to be taken into consideration in interpreting, this Put Agreement.

         Governing Law. THIS PUT AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT  REGARD TO  PRINCIPLES
OF CONFLICTS OF LAWS.

         Section 15.       Jurisdiction; Consent to Service of Process.
                           -------------------------------------------

                  (b)  The  Sponsor  hereby   irrevocably  and   unconditionally
         submits, for itself and its property, to the nonexclusive  jurisdiction
         of any New York State  court or Federal  court of the United  States of
         America sitting in New York, New York, and any appellate court from any
         thereof, in any action or proceeding arising out of or relating to this
         Put  Agreement or the other Credit  Documents,  or for  recognition  or
         enforcement  of any  judgment,  and each of the parties  hereto  hereby
         irrevocably  and  unconditionally  agrees that all claims in respect of
         any such action or proceeding  may be heard and  determined in such New
         York State or, to the extent  permitted by law, in such Federal  court.
         Each of the parties  hereto  agrees  that a final  judgment in any such
         action or proceeding  shall be conclusive  and may be enforced in other
         jurisdictions  by suit on the judgment or in any other manner  provided
         by law.  Nothing in this Put Agreement  shall affect any right that any
         Tranche B Lender may  otherwise  have to bring any action or proceeding
         relating to this Put Agreement against the Sponsor or its properties in
         the courts of any jurisdiction.

                  (c) The Sponsor hereby irrevocably and unconditionally waives,
         to the  fullest  extent  it may  legally  and  effectively  do so,  any
         objection  which it may now or hereafter have to the laying of venue of
         any suit,  action or proceeding  arising out of or relating to this Put
         Agreement or the other Credit  Documents in any New York State court or
         Federal court of the United States of America  sitting in New York, New
         York.  Each of the parties  hereto hereby  irrevocably  waives,  to the
         fullest extent  permitted by law, the defense of an inconvenient  forum
         to the maintenance of such action or proceeding in any such court.

                  (d) Each party to this Put Agreement  irrevocably  consents to
         service of process in the  manner  provided  for  notices in Section 5.
         Nothing  in this Put  Agreement  will  affect the right of any party to
         this Put  Agreement to serve  process in any other manner  permitted by
         law.

                [remainder of this page left intentionally blank]



<PAGE>

         IN WITNESS WHEREOF,  each party hereto has caused this Put Agreement to
be  duly  executed,  attested  and  delivered  by its  officers  thereunto  duly
authorized as of the date first above written.

SPONSOR                             CITICORP VENTURE CAPITAL, LTD.



                                    By:  ______________________________
                                           Name:
                                           Title:
                                           Address:


TRANCHE B LENDERS                   BANK OF AMERICA, N.A.



                                     By:  ______________________________
                                          Name:
                                          Title:
                                          Address:


                                     ZIONS FIRST NATIONAL BANK


                                      By:  ______________________________
                                            Name:
                                            Title:
                                            Address:




<PAGE>

BORROWER                             ISG RESOURCES, INC.


                                      By:  ______________________________
                                           Name:
                                           Title:
                                           Address:



ADMINISTRATIVE AGENT                 BANK OF AMERICA, N.A.



                                      By:  ______________________________
                                           Name:
                                           Title:
                                           Address:


<PAGE>



                                                                       Exhibit A

                                    FORM OF PUT NOTICE


[Date]


Citicorp Venture Capital, Ltd.
399 Park Avenue
14th Floor, Zone 4
New York, New York  10022
Attention:  Joseph M. Silvestri

         Re:      Tranche  B Put  Agreement  dated as of May  [__],  2000  among
                  Citicorp Venture Capital,  Ltd., the several Tranche B Lenders
                  from time to time party thereto, ISG Resources,  Inc. and Bank
                  of America,  N.A., as Administrative Agent (the "Tranche B Put
                  Agreement")

Ladies and Gentlemen:

1.       We refer to the Tranche B Put Agreement. Terms defined in the Tranche B
         Put Agreement have the same meanings herein.

2.       As set forth in Section 1(a) of the Tranche B Put Agreement,  we hereby
         exercise  our Put to sell to  Citicorp  Venture  Capital,  Ltd.  or its
         permitted   assignee  on  the  Effective   Date  [all]  [___%]  of  the
         outstanding  Tranche B Revolving  Loans of the Tranche B Lender  listed
         below for the purchase price set forth in such Section.

3.       As set forth in Section 1(a) of the Tranche B Put Agreement,  we hereby
         demand that Citicorp  Venture Capital,  Ltd. or its permitted  assignee
         execute and deliver the  Assignment and Acceptance and take all actions
         required  by  the  Tranche  B Put  Agreement  and  the  Assignment  and
         Acceptance on the Effective Date.

                                          [Tranche B Lender]


                                          By:________________________
                                             Name:
                                             Title: