EXHIBIT 10.12



                                     
                         LINE OF CREDIT AGREEMENT


                       Dated as of January 26 , 1999


                               By And Among



                            HUGHES SUPPLY, INC.

                                    AND

           SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
                 individually and as Administrative Agent,
                        FIRST UNION NATIONAL BANK,
                 individually and as Documentation Agent,
                            NATIONSBANK, N.A.,
                   individually and as Syndication Agent
                  SOUTHTRUST BANK, NATIONAL ASSOCIATION,
                       individually and as Co-Agent,
                           ABN AMRO BANK, N.V.,
                              PNC BANK, N.A.,
                           WACHOVIA BANK, N.A.,
                           THE FIFTH THIRD BANK,
                        HIBERNIA NATIONAL BANK and
           other financial institutions becoming a party hereto



====================================================================
                              King & Spalding
                        191 Peachtree Street, N.E.
                          Atlanta, Georgia 30303
                        Attn: Carolyn Zander Alford
                              (404) 572-4600

                             TABLE OF CONTENTS

                                                                       PAGE


ARTICLE I DEFINITIONS; CONSTRUCTION                                     -2-
     Section 1.01.  Definitions                                         -2-
     Section 1.02.  Accounting Terms and Determination                 -18-
     Section 1.03.  Other Definitional Terms                           -18-
     Section 1.04.  Exhibits and Schedules                             -18-

ARTICLE II     LINE OF CREDIT COMMITMENT                               -18-
     Section 2.01.  Line of Credit Commitment; Use of Proceeds         -18-
     Section 2.02.  Line of Credit Notes; Repayment of Principal       -19-
     Section 2.03.  Voluntary  Reduction of Line of  Credit
                    Commitments                                        -19-
     Section 2.04.  Extension of the Line of Credit Termination Date   -20-

ARTICLE III  GENERAL LOAN TERMS                                        -20-
     Section 3.01.  Funding Notices                                    -20-
     Section 3.02.  Disbursement of Funds                              -22-
     Section 3.03.  Interest                                           -23-
     Section 3.04.  Interest Periods                                   -25-
     Section 3.05.  Fees                                               -26-
     Section 3.06.  Voluntary Prepayments of Borrowings                -26-
     Section 3.07.  Payments, etc.                                     -27-
     Section 3.08.  Interest Rate Not Ascertainable, etc               -28-
     Section 3.09.  Illegality                                         -29-
     Section 3.10.  Increased Costs                                    -29-
     Section 3.11.  Lending Offices                                    -31-
     Section 3.12.  Funding Losses                                     -31-
     Section 3.13.  Assumptions Concerning Funding of Eurodollar
                    Advances                                           -31-
     Section 3.14.  Apportionment of Payments                          -32-
     Section 3.15.  Sharing of Payments, Etc                           -32-
     Section 3.16.  Capital Adequacy                                   -32-
     Section 3.17.  Benefits to Guarantors                             -33-
     Section 3.18.  Limitation on Certain Payment Obligations          -33-

ARTICLE IV  CONDITIONS TO BORROWINGS                                   -34-
     Section 4.01.  Conditions Precedent to Initial Line of Credit
                    Loans                                              -34-
     Section 4.02.  Conditions to All Line of Credit Loans             -36-

ARTICLE V  REPRESENTATIONS AND WARRANTIES                              -37-
     Section 5.01.  Organization and Qualification                     -37-
     Section 5.02.  Corporate Authority                                -38-
     Section 5.03.  Financial Statements                               -38-
     Section 5.04.  Tax Returns                                        -38-
     Section 5.05.  Actions Pending                                    -38-
     Section 5.06.  Representations; No Defaults                       -39-
     Section 5.07.  Title to Properties                                -39-
     Section 5.08.  Enforceability of Agreement                        -39-
     Section 5.09.  Consent                                            -39-
     Section 5.10.  Use of Proceeds; Federal Reserve Regulations       -39-
     Section 5.11.  ERISA                                              -40-
     Section 5.12.  Subsidiaries                                       -40-
     Section 5.13.  Outstanding Indebtedness                           -40-
     Section 5.14.  Conflicting Agreements                             -41-
     Section 5.15.  Pollution and Other Regulations                    -41-
     Section 5.16.  Possession of Franchises, Licenses, Etc            -42-
     Section 5.17.  Patents, Etc                                       -42-
     Section 5.18.  Governmental Consent                               -42-
     Section 5.19.  Disclosure                                         -43-
     Section 5.20.  Insurance Coverage                                 -43-
     Section 5.21.  Labor Matters                                      -43-
     Section 5.22.  Intercompany Loans; Dividends                      -43-
     Section 5.23.  Burdensome Restrictions                            -44-
     Section 5.24.  Investment Company Act, Etc                        -44-
     Section 5.25.  Notice of Non-Compliance with Laws                 -44-
     Section 5.26.  Year 2000 Issues                                   -44-

ARTICLE VI  AFFIRMATIVE COVENANTS                                      -44-
     Section 6.01.  Corporate Existence, Etc                           -44-
     Section 6.02.  Compliance with Laws, Etc                          -44-
     Section 6.03.  Payment of Taxes and Claims, Etc                   -45-
     Section 6.04.  Keeping of Books                                   -45-
     Section 6.05.  Visitation, Inspection, Etc                        -45-
     Section 6.06.  Insurance; Maintenance of Properties               -45-
     Section 6.07.  Reporting Covenants                                -46-
     Section 6.08.  Financial Covenants                                -49-
     Section 6.09.  Notices Under Certain Other Indebtedness           -50-
     Section 6.10.  Additional Guarantors                              -50-
     Section 6.11.  Financial Statements; Fiscal Year                  -50-
     Section 6.12.  Ownership of Guarantors                            -50-

ARTICLE VII  NEGATIVE COVENANTS                                        -51-
     Section 7.01.  Indebtedness                                       -51-
     Section 7.02.  Liens                                              -51-
     Section 7.03.  Mergers, Acquisitions, Sales, Etc                  -52-
     Section 7.04.  Investments, Loans, Etc                            -53-
     Section 7.05.  Sale and Leaseback Transactions                    -54-
     Section 7.06.  Transactions with Affiliates                       -54-
     Section 7.07.  Optional Prepayments                               -54-
     Section 7.08.  Changes in Business                                -54-
     Section 7.09.  ERISA                                              -54-
     Section 7.10.  Additional Negative Pledges                        -55-
     Section 7.11.  Limitation on Payment Restrictions Affecting
                    Consolidated Companies                             -55-
     Section 7.12.  Actions Under Certain Documents                    -55-

ARTICLE VIII  EVENTS OF DEFAULT                                        -55-
     Section 8.01.  Payments                                           -56-
     Section 8.02.  Covenants Without Notice                           -56-
     Section 8.03.  Other Covenants                                    -56-
     Section 8.04.  Representations                                    -56-
     Section 8.05.  Non-Payments of Other Indebtedness                 -56-
     Section 8.06.  Defaults Under Other Agreements                    -56-
     Section 8.07.  Bankruptcy                                         -56-
     Section 8.08.  ERISA                                              -57-
     Section 8.09.  Money Judgment                                     -57-
     Section 8.10.  Ownership of Credit Parties and Pledged Entities   -58-
     Section 8.11.  Change in Control of Borrower                      -58-
     Section 8.12.  Default Under Other Credit Documents               -58-
     Section 8.13.  Attachments                                        -58-

ARTICLE IX  THE AGENT                                                  -59-
     Section 9.01.  Appointment of Administrative Agent                -59-
     Section 9.02.  Nature of Duties of Administrative Agent           -59-
     Section 9.03.  Lack of Reliance on the Administrative Agent       -59-
     Section 9.04.  Certain Rights of the Administrative Agent         -60-
     Section 9.05.  Reliance by Administrative Agent                   -60-
     Section 9.06.  Indemnification of Administrative Agent            -60-
     Section 9.07.  The Administrative Agent in Its Individual
                    Capacity                                           -61-
     Section 9.08.  Holders of Line of Credit Notes                    -61-
     Section 9.09.  Successor Administrative Agent                     -61-
     Section 9.10.  Documentation Agent                                -62-
     Section 9.11.  Syndication Agent                                  -62-

ARTICLE X  MISCELLANEOUS                                               -62-
     Section 10.01.  Notices                                           -62-
     Section 10.02.  Amendments, Etc                                   -62-
     Section 10.03.  No Waiver; Remedies Cumulative                    -63-
     Section 10.04.  Payment of Expenses, Etc                          -63-
     Section 10.05.  Right of Setoff                                   -65-
     Section 10.06.  Benefit of Agreement                              -65-
     Section 10.07.  Governing Law; Submission to Jurisdiction         -67-
     Section 10.08.  Independent Nature of Lenders' Rights             -68-
     Section 10.09.  Counterparts                                      -68-
     Section 10.10.  Effectiveness; Survival                           -68-
     Section 10.11.  Severability                                      -69-
     Section 10.12.  Independence of Covenants                         -69-
     Section 10.13.  Change in Accounting Principles, Fiscal Year or
                     Tax Laws                                          -69-
     Section 10.14.  Headings Descriptive; Entire Agreement            -69-
     Section 10.15.  Time is of the Essence                            -70-
     Section 10.16.  Usury                                             -70-
     Section 10.17.  Construction                                      -70-
     Section 10.18.  Waiver of Effect of Corporate Seal                -70-
          
          
                                 SCHEDULES

Schedule 5.01        Organization and Ownership of Subsidiaries
Schedule 5.11        Employee Benefit Matters
Schedule 5.14        Conflicting Agreements
Schedule 5.15(a)     Environmental Compliance
Schedule 5.22        Intercompany Loans
Schedule 7.01(b)     Existing Indebtedness
Schedule 7.02        Existing Liens



                                 EXHIBITS

Exhibit A   Form of Syndicate Note
Exhibit B   Form of Competitive Bid Note
Exhibit C   Form of Closing Certificate
Exhibit D   Form of Assignment and Acceptance
                                     
                         LINE OF CREDIT AGREEMENT



          THIS  LINE OF CREDIT AGREEMENT, dated as of January 26, 1999 (the
"Agreement")  by  and  among HUGHES SUPPLY, INC.  ("Borrower"),  a  Florida
corporation,   SUNTRUST   BANK,  CENTRAL  FLORIDA,  NATIONAL   ASSOCIATION,
("SunTrust  Bank,  Central Florida") a national banking association,  FIRST
UNION  NATIONAL BANK, a national banking association, NATIONSBANK, N.A.,  a
national  banking  association, SOUTHTRUST BANK,  NATIONAL  ASSOCIATION,  a
national  banking  association, ABN AMRO BANK, N.V., a banking  corporation
organized  under  the laws of the Netherlands, PNC BANK, N.A.,  a  national
banking  association, WACHOVIA BANK, N.A., a national banking  association,
THE  FIFTH  THIRD  BANK, a national banking association, HIBERNIA  NATIONAL
BANK,  a national banking association and such other financial institutions
becoming  a  party hereto from time to time, (individually, a "Lender"  and
collectively,  the  "Lenders"), SUNTRUST BANK,  CENTRAL  FLORIDA,  NATIONAL
ASSOCIATION as administrative agent for the Lenders (in such capacity,  the
"Administrative Agent"), FIRST UNION NATIONAL BANK, as documentation  agent
for the Lenders (in such capacity, the "Documentation Agent"), NATIONSBANK,
N.A.,  as  syndication   agent  for  the Lenders  (in  such  capacity,  the
"Syndication  Agent"), and SOUTHTRUST BANK, NATIONAL  ASSOCIATION,  as  Co-
agent for the Lenders (in such capacity, the "Co-Agent").

                           W I T N E S S E T H :

           WHEREAS,  Borrower  has requested that the Lenders  establish  a
$75,000,000  line of credit facility in favor of Borrower, and  subject  to
the  terms  and  conditions contained herein, the Lenders  are  willing  to
establish such line of credit facility in favor of Borrower subject to  the
terms and conditions set forth below;

           NOW,  THEREFORE, in consideration of the mutual  covenants  made
herein,  and  for  other good and valuable consideration, the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, agree as follows:

                                 ARTICLE I

                         DEFINITIONS; CONSTRUCTION

            Section 1.01.  Definitions.  As used in this Agreement, and  in
any  instrument, certificate, document or report delivered pursuant hereto,
the  following  terms  shall have the following  meanings  (to  be  equally
applicable to both the singular and plural forms of the term defined):

          "Administrative Agent" shall mean SunTrust Bank, Central Florida,
a  national  banking association, as administrative agent for  the  Lenders
hereunder  and  under  the  other  Credit  Documents,  and  each  successor
administrative agent.

           "Adjusted  LIBO Rate" shall mean with respect to  each  Interest
Period  for a Eurodollar Advance, the rate obtained by dividing  (A)  LIBOR
for  such  Interest Period by (B) a percentage equal to 1  minus  the  then
stated  maximum  rate  (stated as a decimal) of all  reserves  requirements
(including,  without  limitation,  any marginal,  emergency,  supplemental,
special  or  other reserves) applicable to any member bank of  the  Federal
Reserve  System  in  respect  of  Eurodollar  liabilities  as  defined   in
Regulation  D (or against any successor category of liabilities as  defined
in  Regulation  D).   The Administrative Agent shall  promptly  notify  the
Borrower of any such reserve requirements that become applicable.

           "Advance" shall mean any principal amount advanced and remaining
outstanding at any time under the Line of Credit Loans, which Advance shall
be  made or outstanding as a Base Rate Advance, Competitive Bid Advance  or
Eurodollar Advance, as the case may be.

           "Affiliate"  of  any Person means any other Person  directly  or
indirectly  controlling, controlled by, or under common control with,  such
Person, whether through the ownership of voting securities, by contract  or
otherwise.   For  purposes  of this definition, "control"  (including  with
correlative meanings, the terms "controlling", "controlled by", and  "under
common  control  with")  as applied to any Person,  means  the  possession,
directly  or  indirectly, of the power to direct or cause the direction  of
the management and policies of that Person.

           "Agents" shall mean, collectively, the Administrative Agent, the
Documentation Agent, the Syndication Agent and the Co-Agent.

           "Agreement" shall mean this Line of Credit Agreement, either  as
originally  executed  or  as  it may be from  time  to  time  supplemented,
amended, restated, renewed or extended and in effect.

           "Applicable  Facility Fee Percentage" shall mean the  percentage
designated  below based on Borrower's Leverage Ratio for the most  recently
ended  fiscal  quarter for which financial statements have  been  delivered
pursuant to Section 6.07(a) or (b):

   Leverage Ratio     Applicable Facility
                       Fee Percentage for
                         Line of Credit
                          Commitments:
  Less than 0.4:1.0          0.125%

   Greater than or
equal to 0.4:1.0 but         0.15%
 less than 0.45:1.0

   Greater than or
  equal to 0.45:1.0          0.175%
    but less than
       0.5:1.0

   Greater than or
equal to 0.5:1.0 but         0.225%
 less than 0.55:1.0

   Greater than or
  equal to 0.55:1.0          0.275%

provided, however, that:

           (a)  The Applicable Facility Fee Percentage in effect as of
     the date of execution and delivery of this Agreement is .175% for
     the  Line of Credit Commitments, and such percentage shall remain
     in  effect  until  such  time  as  the  Applicable  Facility  Fee
     Percentage may be adjusted as hereinafter provided; and

           (b)   Adjustments, if any, to the Applicable  Facility  Fee
     Percentages based on changes in the ratios set forth above  shall
     be  made  and  become effective on the first day  of  the  fiscal
     quarter   immediately  following  delivery   of   the   financial
     statements required pursuant to Section 6.07(b), and (ii) on  the
     first day of the second fiscal quarter immediately following  the
     last day of any fiscal year of Borrower.

          (c)  Notwithstanding the foregoing, at any time during which
     Borrower  has  failed  to  deliver the financial  statements  and
     certificates  when required by Section 6.07(a) and  (b),  as  the
     case  may  be,  the Applicable Facility Fee Percentage  shall  be
     0.275% until such time as the delinquent financial statements are
     delivered  at  which time the Applicable Facility Fee  Percentage
     shall be reset as provided above.
     
           "Applicable Margin" shall mean  the percentage designated  below
based  on  Borrower's  Leverage Ratio for the most  recently  ended  fiscal
quarter  for  which  financial statements have been delivered  pursuant  to
Section 6.07(a) or (b):

   Leverage Ratio      Applicable Margin
                       for Line of Credit
                          Commitments:
  Less than 0.4:1.0          0.275%

   Greater than or
equal to 0.4:1.0 but         0.35%
 less than 0.45:1.0

   Greater than or
  equal to 0.45:1.0          0.575%
    but less than
       0.5:1.0

   Greater than or
equal to 0.5:1.0 but         0.65%
 less than 0.55:1.0

   Greater than or
  equal to 0.55:1.0          0.85%

provided, however, that:

           (a)   The  Applicable Margin in effect as of  the  date  of
     execution and delivery of this Agreement is .575% for the Line of
     Credit  Commitments, and such percentage shall remain  in  effect
     until  such  time  as the Applicable Margin may  be  adjusted  as
     hereinafter provided; and

           (b)  Adjustments, if any, to the Applicable Margin based on
     changes  in  the ratios set forth above shall be made and  become
     effective  on  the  first day of the fiscal  quarter  immediately
     following delivery of the financial statements required  pursuant
     to  Section  6.07(b), and (ii) on the first  day  of  the  second
     fiscal  quarter immediately following the last day of any  fiscal
     year of Borrower.

          (c)  Notwithstanding the foregoing, at any time during which
     Borrower  has  failed  to  deliver the financial  statements  and
     certificates  when required by Section 6.07(a) and  (b),  as  the
     case may be, the Applicable Margin shall be 0.85% until such time
     as  the  delinquent financial statements are delivered  at  which
     time the Applicable Margin shall be reset as provided above

           "Asbestos Laws" means the common law in all federal,  state  and
local  and foreign jurisdictions and other laws in such jurisdictions,  and
regulations,  codes,  orders,  decrees, judgments  or  injunctions  issued,
promulgated,  approved or entered thereunder, now or  hereafter  in  effect
relating   to  or  concerning  asbestos  or  asbestos-containing  material,
including  without  limitation, exposure to asbestos or asbestos-containing
material.

           "Asset Value" shall mean, with respect to any property or  asset
of  any Consolidated Company as of any particular date, an amount equal  to
the  greater  of  (i)  the then book value of such  property  or  asset  as
established in accordance with GAAP, and (ii) the then fair market value of
such  property  or  asset  as determined in good  faith  by  the  board  of
directors of such Consolidated Company.

            "Assignment  and  Acceptance"  shall  mean  an  assignment  and
acceptance  entered into by a Lender and an Eligible Assignee in accordance
with  the  terms  of  this  Agreement and  substantially  in  the  form  of
Exhibit D.

           "Bankruptcy  Code" shall mean The Bankruptcy Code  of  1978,  as
amended and in effect from time to time (11 U.S.C.  101 et seq.).

           "Base Rate" shall mean (with any change in the Base Rate  to  be
effective  as of the date of change of either of the following  rates)  the
higher of (a) the rate which the Administrative Agent designates from  time
to  time to be its prime lending rate, as in effect from time to time,  and
(b)  the  Federal Funds Rate, as in effect from time to time, plus one-half
of one percent (0.50%) per annum.  The Administrative Agent's prime lending
rate  is a reference rate and does not necessarily represent the lowest  or
best  rate  charged to customers; Administrative Agent may make  commercial
loans  or  other  loans  at  rates  of interest  at,  above  or  below  the
Administrative Agent's prime lending rate.
     
           "Base Rate Advance" shall mean an Advance bearing interest based
on the Base Rate.

           "Base  Rate  Loan" shall mean any Line of Credit Loan  hereunder
which bears interest at the Base Rate.

           "Borrowing"  shall  mean the incurrence by  Borrower  under  any
Facility  of  Advances of one Type concurrently having  the  same  Interest
Period  or  the  continuation or conversion of  an  existing  Borrowing  or
Borrowings in whole or in part.

           "Business Day" shall mean, with respect to Eurodollar Loans, any
day other than a day on which commercial banks are closed or required to be
closed  for  domestic  and international business,  including  dealings  in
Dollar  deposits on the London interbank market, and with  respect  to  all
other Line of Credit Loans and matters, any day other than Saturday, Sunday
and  a day on which commercial banks are required to be closed for business
in Atlanta, Georgia, or Orlando, Florida.

           "Capitalized Lease Obligations" shall mean all lease obligations
which have been or are required to be, in accordance with GAAP, capitalized
on the books of the lessee.

           "CERCLA"  has the meaning set forth in Section 5.15(a)  of  this
Agreement.

           "Change  in Control Provision" shall mean any term or  provision
contained in any indenture, debenture, note, or other agreement or document
evidencing  or  governing Indebtedness of Borrower  evidencing  debt  or  a
commitment  to  extend  loans in excess of $5,000,000  which  requires,  or
permits the holder(s) of such Indebtedness of Borrower to require that such
Indebtedness  of  Borrower be redeemed, repurchased, defeased,  prepaid  or
repaid, either in whole or in part, or the maturity of such Indebtedness of
Borrower  to  be  accelerated in any respect, as a result of  a  change  in
ownership  of  the capital stock of Borrower or voting rights with  respect
thereto.

          "Closing Date" shall mean the date on or before January 26, 1999,
on  which the initial Line of Credit Loans are made and the conditions  set
forth  in  Section 4.01 are satisfied or waived in accordance with  Section
10.02.

           "Co-Agent"  shall mean SouthTrust Bank, National Association,  a
national  banking  association, as co-agent for the Lenders  hereunder  and
under the other Credit Documents, and each successor co-agent.

           "Commitment  Letter" shall mean that certain  letter  agreement,
dated  as  of December 21, 1998, executed by SunTrust Equitable  Securities
Corporation, SunTrust Bank, Central Florida, and First Union National  Bank
and acknowledged and agreed to by the Borrower.

           "Competitive Bid Advance" shall mean an Advance bearing interest
based on a Competitive Bid Rate.

          "Competitive Bid Loan" shall mean a Line of Credit Loan made by a
Lender on a competitive bid basis as provided in Article II.

           "Competitive  Bid Note" shall mean a promissory note  evidencing
Competitive Bid Loans in the form attached hereto as Exhibit B.

           "Competitive Bid Rate" shall mean the interest rate charged by a
Lender on a Competitive Bid Loan.

           "Consolidated Amortization" shall mean, for any fiscal period of
the  Borrower, amortization of the Consolidated Companies for  such  period
determined on a consolidated basis in accordance with GAAP.

           "Consolidated Companies" shall mean, collectively, Borrower  and
all of its Subsidiaries.

           "Consolidated Depreciation" shall mean, for any fiscal period of
the  Borrower, depreciation of the Consolidated Companies for  such  period
determined on a consolidated basis in accordance with GAAP.

           "Consolidated EBITR" shall mean, for any fiscal  period  of  the
Borrower,  an  amount  equal to Consolidated Net  Income  (Loss)  for  such
period, plus, to the extent deducted in determining Consolidated Net Income
(Loss),  (i)  Consolidated Tax Expense for such period,  (ii)  Consolidated
Interest Expense for such period, and (iii) Consolidated Rental Expense for
such period.

           "Consolidated EBITDAR" shall mean, for any fiscal period of  the
Borrower, an amount equal to Consolidated Net Income (Loss) for such period
plus  to the extent deducted in determining Consolidated Net Income (Loss),
(i)  Consolidated  Interest Expense for such period, (ii) Consolidated  Tax
Expense  for such period, (iii) Consolidated Depreciation for such  period,
(iv)  Consolidated Amortization for such period and (v) Consolidated Rental
Expense for such period.

          "Consolidated Interest Expense" shall mean, for any fiscal period
of Borrower, total interest expense (including without limitation, interest
expense attributable to capitalized leases in accordance with the GAAP  and
any program costs incurred by Borrower in connection with sales of accounts
receivable  pursuant  to  a  securitization program)  of  the  Consolidated
Companies for such period, determined on a consolidated basis.

           "Consolidated  Net  Income (Loss)" shall mean,  for  any  fiscal
period  of Borrower, the net income (or loss) of the Consolidated Companies
for  such  period  (taken as a single accounting period)  determined  on  a
consolidated  basis in conformity with GAAP; provided that there  shall  be
excluded  therefrom (i) any items of gain or loss which  were  included  in
determining  such  Consolidated Net Income and were  not  realized  in  the
ordinary course of business or the result of a sale of assets other than in
the ordinary course of business; and (ii) the income (or loss) of any party
accrued  prior  to  the date such becomes a Subsidiary of  Borrower  or  is
merged  into  or consolidated with Borrower or any of its Subsidiaries,  or
such  party's assets are acquired by any Consolidated Company, unless  such
party is acquired in a transaction accounted for as a pooling of interests.

            "Consolidated  Net  Worth"  shall  mean  as  of  the  date   of
determination, the Borrower's total shareholder's equity of  such  date  as
determined in accordance with GAAP.

           "Consolidated Rental Expense" shall mean, for any fiscal  period
of  Borrower,  total operating lease expense of the Consolidated  Companies
for  such  period,  determined on a consolidated basis in  accordance  with
GAAP.

           "Consolidated Tax Expense" shall mean, for any fiscal period  of
the  Borrower,  tax expense of the Consolidated Companies for  such  period
determined on a consolidated basis in accordance with GAAP.

           "Contractual Obligation" of any Person shall mean any  provision
of  any  security issued by such Person or of any agreement, instrument  or
undertaking under which such Person is obligated or by which it or  any  of
the property owned by it is bound.

           "Credit Documents" shall mean, collectively, this Agreement, the
Line  of  Credit  Notes, the Guaranty Agreements, and  all  other  Guaranty
Documents, if any.

           "Credit Parties" shall mean, collectively, each of Borrower, the
Guarantors,  and  every other Person who, from time  to  time,  executes  a
Credit Document with respect to all or any portion of the Obligations.

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

           "Documentation  Agent" shall mean First Union National  Bank,  a
national  banking  association,  as documentation  agent  for  the  Lenders
hereunder  and  under  the  other  Credit  Documents,  and  each  successor
documentation agent.

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

           "Eligible  Assignee" shall mean (i) a commercial bank  organized
under the laws of the United States of America, or any state thereof, ,  or
organized under the laws of any other country with a Lending Office in  the
United  States  of America, having total assets in excess of $1,000,000,000
or  any  commercial finance or asset-based lending Affiliate  of  any  such
commercial bank and (ii) any Lender or any Affiliate of any Lender.

           "Environmental  Laws" shall mean all federal, state,  local  and
foreign  statutes  and  codes or regulations, rules or  ordinances  issued,
promulgated, or approved thereunder, now or hereafter in effect (including,
without limitation, Asbestos Laws), relating to pollution or protection  of
the  environment and relating to public health and safety, relating to  (i)
emissions,  discharges,  releases  or threatened  releases  of  pollutants,
contaminants,  chemicals  or  industrial toxic or  hazardous  constituents,
substances   or   wastes,  including  without  limitation,  any   Hazardous
Substance,  petroleum  including crude oil or  any  fraction  thereof,  any
petroleum product or other waste, chemicals or substances regulated by  any
Environmental  Law  into  the  environment (including  without  limitation,
ambient  air,  surface  water, ground water,  land  surface  or  subsurface
strata),   or   (ii)   the  manufacture,  processing,  distribution,   use,
generation,  treatment, storage, disposal, transport  or  handling  of  any
Hazardous Substance, petroleum including crude oil or any fraction thereof,
any petroleum product or other waste, chemicals or substances regulated  by
any  Environmental  Law, and (iii) underground storage  tanks  and  related
piping,  and  emissions,  discharges and releases  or  threatened  releases
therefrom, such Environmental Laws to include, without limitation  (i)  the
Clean  Air  Act  (42 U.S.C.  7401 et seq.), (ii) the Clean  Water  Act  (33
U.S.C.   1251  et seq.), (iii) the Resource Conservation and  Recovery  Act
(42  U.S.C.   6901  et  seq.), (iv) the Toxic Substances  Control  Act  (15
U.S.C.   2601  et  seq.)  and (v) the Comprehensive Environmental  Response
Compensation and Liability Act, as amended by the Superfund Amendments  and
Reauthorization Act (42 U.S.C.  9601 et seq.).

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended and in effect from time to time.

           "ERISA  Affiliate" shall mean, with respect to any Person,  each
trade  or  business (whether or not incorporated) which is a  member  of  a
group  of  which that Person is a member and which is under common  control
within the meaning of the regulations promulgated under Section 414 of  the
Tax Code.

          "Eurodollar Advance" shall mean an Advance bearing interest based
on the Adjusted LIBO Rate.
           "Eurodollar  Loan" shall mean any Line of Credit Loan  hereunder
which bears interest based on the Adjusted LIBO Rate.

           "Event  of Default" shall have the meaning set forth in  Article
VIII.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute thereto.

           "Executive Officer" shall mean with respect to any Person (other
than a Guarantor), the President, Vice Presidents, Chief Financial Officer,
Treasurer,  Secretary and any Person holding comparable offices or  duties,
and with respect to a Guarantor, the President.

           "Extension of Credit" shall mean the making of a Line of  Credit
Loan or the conversion of a Line of Credit Loan of one Type into a Line  of
Credit Loan of another Type.

           "Facility"  or  "Facilities"  shall  mean  the  Line  of  Credit
Commitment and Line of Credit Loans.

           "Facility Fee" shall have the meaning assigned to such  term  in
Section 3.05(a).

           "Federal  Funds Rate" shall mean for any period,  a  fluctuating
interest  rate  per  annum equal for each day during  such  period  to  the
weighted average of the rates on overnight Federal funds transactions  with
member  banks  of  the  Federal Reserve System arranged  by  Federal  funds
brokers, as published for such day (or, if such day is not a Business  Day,
for  the  next  preceding  Business Day) by the  Federal  Reserve  Bank  of
Atlanta,  or,  if  such rate is not so published for any  day  which  is  a
Business  Day,  the  average  of  the  quotations  for  such  day  on  such
transactions received by the Administrative Agent from three Federal  funds
brokers of recognized standing selected by the Administrative Agent.

           "Fee Letter" shall mean that certain letter agreement, dated  as
of   December   21,   1998,  executed  by  SunTrust  Equitable   Securities
Corporation,  SunTrust Bank, Central Florida and First Union National  Bank
and  acknowledged  and  agreed to by the Borrower, pursuant  to  which  the
Borrower agreed to pay certain fees specified in such letter agreement.

           "Fees" shall mean, collectively, the Facility Fee and any  other
fees specified in the Fee Letter.

            "Final  Maturity  Date"  shall  mean  the  date  on  which  all
commitments  have  been terminated and all amounts outstanding  under  this
Agreement  have been declared or have automatically become due and  payable
pursuant to the provisions of Article VIII.

           "Fixed  Charge  Coverage Ratio" shall mean, as of  any  date  of
determination, the ratio of (A) Consolidated EBITDAR to (B) the sum of  (i)
Consolidated  Interest Expense plus (ii) Consolidated  Rental  Expense,  in
each  case measured for the four fiscal quarter period ending on such  date
(or  if  such date is not the last day of any fiscal quarter, for the  four
fiscal quarter period ending immediately prior to such date).

           "GAAP"  shall mean generally accepted accounting principles  set
forth in the opinions and pronouncements of the Accounting Principles Board
of  the  American Institute of Certified Public Accountants and  statements
and  pronouncements of the Financial Accounting Standards Board or in  such
other  statements by such other entity as may be approved by a  significant
segment  of  the  accounting  profession,  which  are  applicable  to   the
circumstances as of the date of determination.

           "Guaranteed  Indebtedness" shall mean, as  to  any  Person,  any
obligation  of such Person guaranteeing any indebtedness, lease,  dividend,
or  other  obligation  ("primary obligation")  of  any  other  Person  (the
"primary  obligor")  in  any  manner  including,  without  limitation,  any
obligation or arrangement of such Person (a) to purchase or repurchase  any
such  primary  obligation,  (b) to advance or  supply  funds  (i)  for  the
purchase  or  payment of any such primary obligation or  (ii)  to  maintain
working  capital or equity capital of the primary obligor or  otherwise  to
maintain  the net worth or solvency or any balance sheet condition  of  the
primary obligor, (c) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability  of the primary obligor to make payment of such primary obligation,
or  (d)  to indemnify the owner of such primary obligation against loss  in
respect thereof.

           "Guarantors" shall mean, collectively, each Material  Subsidiary
of  the Borrower that has executed the Guaranty Agreement as of the Closing
Date,  together with all other Material Subsidiaries that hereafter execute
supplements to the Guaranty Agreement, and their respective successors  and
permitted assigns.

            "Guaranty   Agreement"  shall  mean  the  Subsidiary   Guaranty
Agreement,  dated as of the date hereof, executed by certain of  Borrower's
Subsidiaries in favor of the Lenders and the Administrative Agent,  as  the
same may be amended, restated or supplemented from time to time.

           "Guaranty  Documents"  shall mean,  collectively,  the  Guaranty
Agreement,  and  each other guaranty agreement, mortgage,  deed  of  trust,
security  agreement,  pledge  agreement, or other  security  or  collateral
document  guaranteeing or securing the Obligations,  as  the  same  may  be
amended, restated, or supplemented from time to time.

           "Hazardous  Materials"  shall mean oil,  petroleum  or  chemical
liquids  or  solids,  liquid or gaseous products, asbestos,  or  any  other
hazardous  waste  or  hazardous substances, including, without  limitation,
hazardous  medical waste or any other substance described in any  Hazardous
Materials Law.

            "Hazardous   Materials  Law"  shall  mean   the   Comprehensive
Environmental  Response Compensation and Liability Act as  amended  by  the
Super  Fund  Amendments  and Reauthorization  Act,  42  U.S.C.   9601,  the
Resource  Conservation  and  Recovery  Act,  42  U.S.C.   6901,  the  state
hazardous waste laws, as such laws may from time to time be in effect,  and
related regulations, and all similar laws and regulations.

           "Hazardous Substances" has the meaning assigned to that term  in
CERCLA.

           "Hughes  Family"  shall mean (i) David  H.  Hughes,  Vincent  S.
Hughes,  Russell  V.  Hughes,  (ii) any  of  their  direct  family  members
(including, without limitation, lineal ancestors and descendants, siblings,
and  lineal  descendants of siblings), (iii) any trusts and profit  sharing
plans  and  stock  option plans established for the  sole  benefit  of  the
foregoing,  and  (iv)  the  heirs  and  personal  representatives  of   the
foregoing.

           "Indebtedness" of any Person shall mean, without duplication (i)
all obligations of such Person which in accordance with GAAP would be shown
on  the  balance  sheet of such Person as a liability  (including,  without
limitation,  obligations for borrowed money and for the  deferred  purchase
price  of  property  or  services,  and  obligations  evidenced  by  bonds,
debentures,  notes  or  other  similar instruments);  (ii)  all  Guaranteed
Indebtedness   of   such   Person  (including   contingent   reimbursements
obligations  under undrawn financial letters of credit but not  performance
letters  of  credit)  (iii)  all Capitalized Lease  Obligations;  (iv)  all
Indebtedness  of  others secured by any Lien upon property  owned  by  such
Person,  whether  or  not  assumed;  and  (v)  all  obligations  or   other
liabilities  under  currency contracts, interest rate  contracts,  interest
rate  protection agreements or similar agreements or combinations  thereof.
Notwithstanding  the  foregoing, in determining  the  Indebtedness  of  any
Person,  there  shall be included all obligations of  such  Person  of  the
character  referred  to  in clauses (i) through  (v)  above  deemed  to  be
extinguished  under GAAP but for which such Person remains  legally  liable
except  to  the  extent  that such obligations (x) have  been  defeased  in
accordance  with  the  terms of the applicable instruments  governing  such
obligations  and  (y)  the  accounts or  other  assets  dedicated  to  such
defeasance are not included as assets on the balance sheet of such Person.

           "Intercompany  Loan  Documents" shall  mean,  collectively,  the
promissory notes and all related loan, subordination, and other agreements,
to  the  extent that they exist, relating in any manner to the Intercompany
Loans.

          "Intercompany Loans" shall mean, collectively, (i) the loans more
particularly  described  on Schedule 5.22 and (ii)  those  loans  or  other
extensions   of  credit  made  by  any  Consolidated  Company  to   another
Consolidated  Company  satisfying the terms and  conditions  set  forth  in
Section  7.01  or  as  may  otherwise  be  approved  in  writing   by   the
Administrative Agent and the Required Lenders.

           "Interest Period" shall mean (i) with respect to Competitive Bid
Loans, such periods agreed upon between Borrower and Lenders, and (ii) with
respect  to Eurodollar Advances, the period of 1, 2, 3 or 6 months selected
by the Borrower, in case of clause (ii) pursuant to the terms of the credit
facility  and subject to customary adjustments in duration; provided,  that
(a)  the  first day of an Interest Period must be a Business Day,  (b)  any
Interest  Period that would otherwise end on a day that is not  a  Business
Day  for Eurodollar Loans shall be extended to the next succeeding Business
Day  for  Eurodollar  Loans, unless such Business Day  falls  in  the  next
calendar  month, in which case the Interest Period shall end  on  the  next
preceding Business Day for Eurodollar Loans, and (c) Borrower may not elect
an  Interest Period that would extend beyond the Line of Credit Termination
Date.

           "Investment" shall mean, when used with respect to  any  Person,
any  direct  or indirect advance, loan or other extension of credit  (other
than  the  creation of receivables in the ordinary course of  business)  or
capital  contribution by such Person (by means of transfers of property  to
others  or  payments for property or services for the  account  or  use  of
others, or otherwise) to any Person, or any direct or indirect purchase  or
other  acquisition  by  such  Person of, or of a  beneficial  interest  in,
capital  stock,  partnership interests, bonds, notes, debentures  or  other
securities issued by any other Person.

            "Lender"  or  "Lenders"  shall  mean  the  banks  and   lending
institutions  listed  on  the signature pages  hereof,  and  each  assignee
thereof, if any, pursuant to Section 10.06.

           "Lending  Office"  shall mean for each Lender  the  office  such
Lender  may  designate in writing from time to time  to  Borrower  and  the
Administrative Agent with respect to each Type of Line of Credit Loan.

          "Leverage Ratio" shall mean, as of any date of determination, the
ratio  of Total Funded Debt as of such date to Total Capitalization  as  of
such date.

           "LIBOR"  shall mean, for any Interest Period, the offered  rates
for deposits in U.S. dollars for a period comparable to the Interest Period
appearing  on the Telerate Page 3750, as of 11:00 a.m. London time  on  the
day  that is two business days prior to the Interest Period.    If at least
two such rates appear on the Telerate Page 3750, the rate for that Interest
Period will be the arithmetic mean of such rates, rounded, if necessary, to
the  next  higher 1/16 of 1.0%.  If the foregoing rate is unavailable  from
the  Telerate Page 3750 for any reason, then such rate shall be  determined
by the Administrative Agent from the Reuters Screen LIBOR Page, or if  such
rate  is also unavailable on such service, then on any other interest  rate
reporting  service  of recognized standing designated  in  writing  by  the
Administrative Agent to Borrower and the Lenders; in any such case rounded,
if  necessary, to the next higher 1/16 of 1.0%, if the rate is not  such  a
multiple.

           "Lien"  shall  mean  any  mortgage, pledge,  security  interest,
encumbrance,  lien or charge of any kind or description and shall  include,
without  limitation,  any  agreement to give  any  of  the  foregoing,  any
conditional sale or other title retention agreement, any capital  lease  in
the nature thereof including any lease or similar arrangement with a public
authority   executed  in  connection  with  the  issuance   of   industrial
development  revenue  bonds or pollution control  revenue  bonds,  and  the
filing  of  or agreement to give any financing statement under the  Uniform
Commercial Code of any jurisdiction.

           "Line  of Credit Commitment" or "Commitment" shall mean  at  any
time  for any Lender, the amount of such commitment set forth opposite such
Lender's  name on the signature pages hereof or in any assignment hereafter
executed by any assignee of a Lender pursuant to Section 10.06, as the same
may  be  increased  or  decreased from time to time  as  a  result  of  any
reduction thereof pursuant to Section 2.03, any assignment thereof pursuant
to Section 10.06, or any amendment thereof pursuant to Section 10.02.

           "Line of Credit Loans" or "Loans" shall mean, collectively,  the
line  of  credit loans made to Borrower by the Lenders pursuant to  Section
2.01.

           "Line  of Credit Note" shall mean any of the Syndicate Notes  or
the  Competitive Bid Notes either as originally executed or as the same may
be from time to time supplemented, modified, amended, renewed or extended.

           "Line of Credit Termination Date" shall mean the earlier of  (i)
January  25, 2000 and (ii) the date on which the Line of Credit Commitments
are terminated in accordance with Article VIII.

           "Materially  Adverse  Effect" shall mean the  occurrence  of  an
event, which would (i) cause the recognition of a liability, as required by
Statement  of Financial Accounting Standards No. 5, in the current  quarter
financial statements in the amount of $15,000,000 or more, or (ii) cause an
auditor  to  have  a  substantial doubt about the ability  of  Borrower  to
continue  as a going concern after consideration of management's  plans  as
described in Statement of Auditing Standards, No. 59.

          "Material Subsidiary" shall mean each Subsidiary of Borrower, now
existing or hereinafter established or acquired, that at any time prior  to
the  Final  Maturity  Date,  has or acquires  total  assets  in  excess  of
$1,000,000  or  that  accounted  for  or  produced  more  than  5%  of  the
Consolidated EBITR of Borrower on a consolidated basis during  any  of  the
three most recently completed fiscal years of Borrower.

           "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

           "Notice  of  Borrowing"  shall  have  the  meaning  provided  in
Section 3.01.

           "Notice  of  Continuation/Conversion"  shall  have  the  meaning
provided in Section 3.01.

           "Obligations" shall mean all amounts owing to the Agents and all
Lenders  pursuant  to  the  terms of this Agreement  or  any  other  Credit
Document, including without limitation, all Line of Credit Loans (including
all  principal  and  interest  payments due  thereunder),  fees,  expenses,
indemnification  and  reimbursement  obligations,  payments,  indebtedness,
liabilities,  and  obligations of the Credit Parties, direct  or  indirect,
absolute  or  contingent,  liquidated  or  unliquidated,  now  existing  or
hereafter arising, together with all renewals, extensions, modifications or
refinancings thereof.

          "Payment Office" shall mean, for any Lender, the "Payment Office"
listed on its signature page to this Agreement.

           "PBGC" shall mean the Pension Benefit Guaranty Corporation,  and
any successor thereto.

           "Permitted Liens" shall mean those Liens expressly permitted  by
Section 7.02.

            "Person"  shall  mean  and  shall  include  an  individual,   a
partnership,  a  joint venture, a corporation, a trust,  an  unincorporated
association, a government or any department or agency thereof and any other
entity whatsoever.

            "Plan"   shall   mean  any  employee  benefit  plan,   program,
arrangement,  practice  or contract, maintained by  or  on  behalf  of  the
Borrower or an ERISA Affiliate, which provides benefits or compensation  to
or  on behalf of employees or former employees, whether formal or informal,
whether or not written, including but not limited to the following types of
plans:

                 (i)    Executive  Arrangements  -  any  bonus,   incentive
     compensation,   stock   option,  deferred  compensation,   commission,
     severance,  "golden  parachute", "rabbi  trust",  or  other  executive
     compensation plan, program, contract, arrangement or practice;

               (ii) ERISA Plans - any "employee benefit plan" as defined in
     Section  3(3)  of ERISA), including, but not limited to,  any  defined
     benefit  pension  plan,  profit sharing plan, money  purchase  pension
     plan,  savings  or  thrift  plan, stock  bonus  plan,  employee  stock
     ownership  plan,  Multiemployer Plan,  or  any  plan,  fund,  program,
     arrangement  or  practice  providing  for  medical  (including   post-
     retirement  medical), hospitalization, accident, sickness, disability,
     or life insurance benefits;

                (iii)      Other  Employee  Fringe  Benefits  -  any  stock
     purchase,  vacation,  scholarship, day care, prepaid  legal  services,
     severance  pay  or  other fringe benefit plan,  program,  arrangement,
     contract or practice.

           "Pro Rata Share" shall mean, with respect to each of the Line of
Credit  Commitments of each Lender and each Line of Credit Loan to be  made
by  and  each  payment  (including,  without  limitation,  any  payment  of
principal,  interest  or  fees) to be made to each Lender,  the  percentage
designated  as  such  Lender's  Pro Rata  Share  of  such  Line  of  Credit
Commitments, such Line of Credit Loans or such payments, as applicable, set
forth  under the name of such Lender on the respective signature  page  for
such  Lender  or in any assignment hereafter executed by an assignee  of  a
Lender  pursuant to Section 10.06, in each case as such Pro Rata Share  may
change  from  time  to time as a result of assignments or  amendments  made
pursuant to this Agreement.

           "Regulation D" shall mean Regulation D of the Board of Governors
of  the  Federal Reserve System, as the same may be in effect from time  to
time.

           "Required  Lenders" shall mean, at any time, Lenders holding  at
least  sixty-six  and two-thirds percent (66 2/3%) of  the  then  aggregate
amount of the Line of Credit Commitments and the aggregate outstanding Line
of Credit Loans.

           "Requirement of Law" for any Person shall mean the  articles  or
certificate  of  incorporation  and  by-laws  or  other  organizational  or
governing  documents  of  such  Person,  and  any  law,  treaty,  rule   or
regulation,  or  determination  of  an  arbitrator  or  a  court  or  other
governmental  authority, in each case applicable to or  binding  upon  such
Person  or  any  of  its property or to which such Person  or  any  of  its
property is subject.

           "Reuters  Screen" shall mean, when used in connection  with  any
designated  page and LIBOR, the display page so designated  on  the  Reuter
Monitor Money Rates Service (or such other page as may replace that page on
that service for the purpose of displaying rates comparable to LIBOR).

           "Revolving  Credit Agreement" shall mean that certain  Revolving
Credit  Agreement,  dated as of the date hereof,  by  and  among  Borrower,
SunTrust  Bank,  Central  Florida,  as Administrative  Agent,  First  Union
National  Bank,  as Documentation Agent, NationsBank N.A.,  as  Syndication
Agent,  SouthTrust Bank, National Association, as Co-Agent, and  the  banks
and lending institutions from time to time parties thereto, as the same may
be amended, restated, supplemented or otherwise modified from time to time.

           "Subordinated Debt" shall mean all Indebtedness of Borrower  and
its  Subsidiaries  subordinated  to all obligations  of  Borrower  and  its
Subsidiaries  or any other Credit Party arising under this  Agreement,  the
Line  of  Credit  Notes and the Guaranty Agreement on terms and  conditions
satisfactory  in all respects to the Administrative Agent and the  Required
Lenders,  including  without limitation, with respect  to  interest  rates,
payment  terms,  maturities, amortization schedules,  covenants,  defaults,
remedies,  and  subordination  provisions,  as  evidenced  by  the  written
approval of the Administrative Agent and Required Lenders.

           "Subsidiary"  shall  mean,  with  respect  to  any  Person,  any
corporation  or other entity (including, without limitation,  partnerships,
joint  ventures,  and  associations)  regardless  of  its  jurisdiction  of
organization or formation, at least a majority of the total combined voting
power  of all classes of voting stock or other ownership interests of which
shall, at the time as of which any determination is being made, be owned by
such  Person,  either  directly or indirectly through  one  or  more  other
Subsidiaries.

           "Syndicate  Loan" shall mean the Line of Credit  Loans  made  to
Borrower hereunder other than Competitive Bid Loans.

            "Syndicate  Note"  shall  mean  a  promissory  note  evidencing
Syndicate Loans in the form attached hereto as Exhibit A.

           "Syndication  Agent" shall mean NationsBank,  N.A.,  a  national
banking  association,  as syndication agent for the Lenders  hereunder  and
under the other Credit Documents, and each successor syndication agent.

           "Tax  Code"  shall mean the Internal Revenue Code  of  1986,  as
amended and in effect from time to time.

           "Taxes" shall mean any present or future taxes, levies, imposts,
duties,  fees,  assessments, deductions, withholdings or other  charges  of
whatever  nature,  including without limitation, income, receipts,  excise,
property,  sales, transfer, license, payroll, withholding, social  security
and franchise taxes now or hereafter imposed or levied by the United States
of America, or any state, local or foreign government or by any department,
agency  or  other  political  subdivision or taxing  authority  thereof  or
therein   and  all  interest,  penalties,  additions  to  tax  and  similar
liabilities with respect thereto.

            "Telerate"  shall  mean,  when  used  in  connection  with  any
designated  page  and "LIBOR," the display page so designated  on  the  Dow
Jones Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying rates comparable to "LIBOR").

            "Total   Capitalization"  shall  mean,  as  of  any   date   of
determination, the sum of (i) Total Funded Debt plus (ii) Consolidated  Net
Worth as of such date.

           "Total  Commitment" shall mean the sum of the Lenders'  Line  of
Credit  Commitments  as such Total Commitment may be reduced  by  voluntary
reduction, prepayment or nonrenewal of a Lender's Line of Credit Commitment
as provided herein.

            "Total  Funded  Debt"  shall  mean  all  Indebtedness  of   the
Consolidated Companies that by its terms or by the terms of any  instrument
or  agreement  relating thereto matures, or which is otherwise  payable  or
unpaid,  one  year or more from, or is directly or indirectly renewable  or
extendable  at  the  option  of the debtor to  a  date  one  year  or  more
(including  an  option of the debtor under a revolving  credit  or  similar
agreement obligating the lender or lenders to extend credit over  a  period
of  one year or more) from, the date of the creation thereof, provided that
Total  Funded  Debt  shall include, as at any date  of  determination,  any
portion  of  such  Indebtedness outstanding on such date which  matures  on
demand  or  within one year from such date (whether by sinking fund,  other
required  prepayment, or final payment at maturity) and shall also  include
all  Indebtedness of the Consolidated Companies for borrowed money under  a
line  of  credit,  guidance  line,  revolving  credit,  bankers  acceptance
facility  or  similar  arrangement for borrowed money,  including,  without
limitation,  all  unpaid drawings under letters of credit and  unreimbursed
amounts  pursuant to letter of credit reimbursement agreements,  regardless
of the maturity date thereof.

           "Type"  of Borrowing shall mean a Borrowing consisting  of  Base
Rate Advances, Eurodollar Advances or Competitive Bid Advances.

           "United States of America" shall mean the fifty (50) States  and
the District of Columbia

           "Wholly  Owned  Subsidiary" shall mean any Subsidiary,  all  the
stock  or  ownership  interest of every class of which,  except  directors'
qualifying  shares,  shall, at the time as of which  any  determination  is
being made, be owned by Borrower either directly or indirectly.

           "Year  2000 Issues" shall mean the actual and anticipated costs,
claims,  losses, and liabilities associated with the inability  of  certain
computer and software applications to effectively handle data that includes
dates prior to, on, spanning or after January 1, 2000, as such inability in
respect  of any Consolidated Company affects the business, operations,  and
financial condition of any Consolidated Company.

             Section 1.02.   Accounting  Terms and  Determination.   Unless
otherwise  defined  or  specified herein, all  accounting  terms  shall  be
construed  herein, all accounting determinations hereunder shall  be  made,
all  financial  statements  required to be  delivered  hereunder  shall  be
prepared, and all financial records shall be maintained in accordance with,
GAAP.

             Section 1.03.  Other Definitional Terms.  The words  "hereof",
"herein"  and  "hereunder" and words of similar import when  used  in  this
Agreement  shall  refer  to  this Agreement as  a  whole  and  not  to  any
particular  provision  of this Agreement, and Article,  Section,  Schedule,
Exhibit  and  like  references  are  to  this  Agreement  unless  otherwise
specified.

             Section 1.04.   Exhibits  and  Schedules.   All  Exhibits  and
Schedules attached hereto are by reference made a part hereof.


                                 ARTICLE II

                         LINE OF CREDIT COMMITMENT

             Section 2.01.  Line of Credit Commitment; Use of Proceeds.

            (a)     Subject to and upon the terms and conditions herein set
forth,  each Lender severally agrees to make to Borrower from time to  time
on  and after the Closing Date, but prior to the Line of Credit Termination
Date,  Line of Credit Loans in an aggregate amount outstanding at any  time
not  to exceed such Lender's Line of Credit Commitment.  Borrower shall  be
entitled to repay and reborrow Line of Credit Loans in accordance with  the
provisions hereof.

            (b)      Each  Line  of  Credit Loan shall, at  the  option  of
Borrower, be made or continued as, or converted into, part of one  or  more
Borrowings  that  shall consist entirely of Syndicate Loans  (comprised  of
Base  Rate Advances or Eurodollar Advances) or Competitive Bid Loans.   The
aggregate  principal  amount of each Borrowing  of  Line  of  Credit  Loans
comprised  of  Eurodollar Advances shall not be less than $2,000,000  or  a
greater  integral multiple of $100,000.  The aggregate principal amount  of
each  Borrowing of Competitive Bid Loans shall not be less than $2,000,000.
The  aggregate principal amount of each Borrowing of Line of  Credit  Loans
comprised  of  Base  Rate Advances shall not be less  than  $250,000  or  a
greater  integral  multiple of $10,000. At no  time  shall  the  number  of
Borrowings outstanding under this Article II exceed ten; provided that, for
the  purpose  of determining the number of Borrowings outstanding  and  the
minimum  amount for Borrowings resulting from conversions or continuations,
all  Borrowings  of  Base  Rate  Advances  under  this  Facility  shall  be
considered  as  one  Borrowing.  The parties  hereto  agree  that  (i)  the
aggregate  principal  balance of the Line of Credit  Loans  (including  the
Competitive  Bid  Loans) of the Lenders as a group  shall  not  exceed  the
aggregate  principal  amounts of all Line of Credit  Commitments,  (ii)  no
Lender shall be obligated to make Syndicate Loans in excess of the Line  of
Credit  Commitment  of  such  Lender, (iii) no Lender  shall  be  obligated
hereunder  to extend Competitive Bid Loans or to make quotes for such  Line
of  Credit Loans and (iv) a Lender may elect, in its discretion, to  extend
Competitive  Bid Loans which, either alone or together with  the  Syndicate
Loans of such Lender, exceed the Line of Credit Commitment of such Lender.

            (c)      The proceeds of the Line of Credit Loans shall be used
solely  to provide liquidity for the payment of commercial paper issued  by
Borrower  from  time to time pursuant to the Borrower's unrated  commercial
paper program with SunTrust Bank, Atlanta or any of its Affiliates. Line of
Credit Loans plus the amount of all commercial paper issued by Borrower may
not at any one time exceed seventy-five million dollars ($75,000,000).

            Section 2.02.  Line of Credit Notes; Repayment of Principal.

            (a)      Borrower's  obligations to pay the principal  of,  and
interest  on,  the Syndicate Loans and the Competitive Bid  Loans  to  each
Lender  shall be evidenced by the records of the Administrative  Agent  and
such  Lender  and  by  the  Syndicate Note and the  Competitive  Bid  Note,
respectively,  payable  to  such Lender (or the assignor  of  such  Lender)
completed in conformity with this Agreement.

            (b)      All  outstanding principal amounts under the  Line  of
Credit  Loans shall be due and payable at the earlier of (i)  the  Line  of
Credit  Termination  Date  or  (ii) acceleration  of  the  indebtedness  as
provided in Article VIII.

              Section 2.03.    Voluntary  Reduction  of  Line   of   Credit
Commitments.   Upon  at  least three (3) Business  Days'  prior  telephonic
notice  (promptly  confirmed  in  writing)  to  the  Administrative  Agent,
Borrower shall have the right, without premium or penalty, to terminate the
Line of Credit Commitments, in part or in whole, provided that (i) any such
termination shall apply to proportionately and permanently reduce the  Line
of  Credit Commitments of each of the Lenders, (ii) any partial termination
pursuant  to this Section 2.03 shall be in an amount of at least $5,000,000
and integral multiples of $1,000,000, and (iii) no such reduction shall  be
permitted if prohibited or without payment of all costs required to be paid
hereunder  with  respect  to  a prepayment.  If the  aggregate  outstanding
amount of the Line of Credit Loans exceeds the amount of the Line of Credit
Commitments  as so reduced, Borrower shall immediately repay  the  Line  of
Credit  Loans by an amount equal to such excess, together with all  accrued
but  unpaid  interest  on  such excess amount and  any  amounts  due  under
Section 3.12 hereof.

           Section 2.04.  Extension of the Line of Credit Termination Date.
Borrower  may, on and before two hundred ten (210) days prior to  the  then
current Line of Credit Termination Date, request in writing an extension of
the  Line of Credit Termination Date.  The Lenders may, in the exercise  of
their  sole discretion, extend the Line of Credit Termination Date  for  an
additional  one  hundred eighty (180) days.  The Lenders shall  notify  the
Borrower in writing of such election no later than one hundred eighty (180)
days  prior to then Line of Credit Termination Date.  If any Lender  elects
to  extend the Line of credit Termination Date for such one hundred  eighty
(180) day period beyond the Line of Credit Termination Date, then effective
as  of the then current Line of Credit Termination Date, the Line of Credit
Termination  Date  for  such Lender's Line of Credit  Commitment  shall  be
extended  to  the date one hundred eighty (180) days from the then  current
Line  of Credit Termination Date.  In the event that any Lender elects  not
to  extend the then current Line of Credit Termination Date, such  Lender's
Line  of  Credit  Commitment shall terminate on the then  current  Line  of
Credit  Termination Date, and all Line of Credit Loans made by such  Lender
to  the Borrower shall be due and payable in full on the then current  Line
of  Credit  Termination  Date.  Failure by any Lender  to  respond  to  the
request  by  the  Borrower to extend the Line of Credit  Termination   Date
shall be deemed to be an election by such Lender not to extend the Line  of
Credit Termination Date.


                               ARTICLE III

                            GENERAL LOAN TERMS

             Section 3.01.  Funding Notices.

             (a)     (i)  Whenever Borrower desires to make a Borrowing  of
Syndicate  Loans  under  its  Line of Credit Commitments  (other  than  one
resulting   from   a  conversion  or  continuation  pursuant   to   Section
3.01(b)(i)),  it shall give the Administrative Agent prior  written  notice
(or  telephonic notice promptly confirmed in writing) of such Borrowing  (a
"Notice of Borrowing") at its Payment Office such Notice of Borrowing to be
given prior to (x) 11:00 A.M. (local time for the Administrative Agent) one
(1)  Business Day prior to the requested date of such Borrowing in the case
of  Base  Rate  Advances, (y) 11:00 A.M. (local time for the Administrative
Agent)  three  (3)  Business  Days prior to  the  requested  date  of  such
Borrowing  in  the case of Eurodollar Advances and (z) prior to  1:00  P.M.
(local  time  for the Administrative Agent) on the requested date  of  such
Borrowing in the case of Competitive Bid Advances.  Notices received  after
11:00 A.M. for Base Rate Advances and Eurodollar Advances and 1:00 P.M. for
Competitive Bid Advances shall be deemed received on the next Business Day.
Each  Notice  of  Borrowing  shall be irrevocable  and  shall  specify  the
aggregate  principal amount of the Borrowing, the date of Borrowing  (which
shall  be a Business Day), and whether the Borrowing is to consist of  Base
Rate  Advances  or  Eurodollar Advances and  (in  the  case  of  Eurodollar
Advances) the Interest Period to be applicable thereto.

          (ii) Whenever Borrower desires to make a Borrowing of Competitive
Bid  Loans  under its Line of Credit Commitments (other than one  resulting
from  a  conversion  or continuation pursuant to Section  3.01(b)(ii)),  it
shall  give the Administrative Agent notice that the Lenders are  requested
to  provide  Competitive  Bid  Rates for  Interest  Periods  identified  by
Borrower,  such  Interest Periods not to exceed  180  days.   Notices  must
comply  with notice requirements of each respective Lender, which shall  be
communicated by Lenders to Borrower from time to time.  Each Lender in  its
discretion  may,  but  shall not be obligated to, submit  a  quote  to  the
Borrower  in  connection  with such request.  The Borrower  shall  then  be
entitled, in its sole discretion, to elect to incur all or any part of  the
Competitive  Bid  Loan  offered by one or more of  the  Lenders  that  have
elected  to  provide  quotes for any of the Interest  Periods  and  at  the
rate(s)  quoted by such Lender(s).  The Competitive Bid Loans  incurred  by
the  Borrower in connection with such a request for quotes shall not exceed
(i)  with respect to all Lenders then providing quotes, the then unutilized
Line of Credit Commitments of all Lenders as a group, and (ii) with respect
to  each  Lender  providing  a quote, the amount  bid  by  such  Lender  in
connection  with  such  Lender's  quote.  The  Borrower  shall  notify  the
Administrative  Agent  and  such  Lender or  Lenders  of  its  election  in
accordance  with  the procedures established with such Lender  or  Lenders,
having  no obligation to report the terms thereof; provided, however,  that
if  any Borrowing of Eurodollar Advances must be made as Base Rate Advances
as a result of a determination made by the Administrative Agent pursuant to
Section 3.09, such Notice of Borrowing may be revoked by Borrower no  later
than one (1) Business Day prior to the date of funding.

             (b)     (i)   Whenever Borrower desires to convert  all  or  a
portion  of an outstanding Borrowing of Syndicate Loans under its  Line  of
Credit Commitments, which Borrowing consists of Base Rate Advances into one
or  more  Borrowings  consisting  of Eurodollar  Advances  or  to  continue
outstanding  a  Borrowing  consisting of  Eurodollar  Advances  for  a  new
Interest  Period,  it shall give the Administrative Agent  at  least  three
Business   Days'  prior  written  notice  (or  telephonic  notice  promptly
confirmed  in  writing)  of each such Borrowing to  be  converted  into  or
continued   as   Eurodollar   Advances.   Such   notice   (a   "Notice   of
Continuation/Conversion") shall be given prior to 11:00  A.M.  (local  time
for  the Administrative Agent) on the date specified at the Payment  Office
of  the  Administrative Agent.  Each such Notice of Continuation/Conversion
shall  be  irrevocable and shall specify the aggregate principal amount  of
the  Advances to be converted or continued, the date of such conversion  or
continuation  and  the Interest Period applicable thereto.   If,  upon  the
expiration  of  any  Interest Period in respect of any Borrowing,  Borrower
shall  have  failed  to  deliver  the  Notice  of  Continuation/Conversion,
Borrower  shall  be  deemed  to have elected to convert  or  continue  such
Borrowing to a Borrowing consisting of Base Rate Advances.  So long as  any
Executive  Officer of Borrower has knowledge that any Default or  Event  of
Default  shall  have  occurred  and  be continuing,  no  Borrowing  may  be
converted  into  or continued as (upon expiration of the  current  Interest
Period) Eurodollar Advances unless the Administrative Agent and each of the
Lenders  shall  have otherwise consented in writing. No conversion  of  any
Borrowing of Eurodollar Advances shall be permitted except on the last  day
of the Interest Period in respect thereof.

          (ii) Whenever Borrower desires to continue all or a portion of an
outstanding  Borrowing of Competitive Bid Loans under its  Line  of  Credit
Commitments  for  a new Interest Period, it may request  that  the  Lenders
provide  quotes for Competitive Bid Rates in the same manner prescribed  in
Section 3.01(a)(ii) for funding.  Whenever Borrower desires to convert  all
or a portion of an outstanding Borrowing of Competitive Bid Loans under its
Line  of  Credit Commitments into a Borrowing of Syndicate Loans  it  shall
comply  with the provisions prescribed in Section 3.01(b)(i) for conversion
of   Syndicate  Loans.  If, upon the expiration of any Interest  Period  in
respect  of  any Competitive Bid Borrowing, Borrower shall have  failed  to
deliver  the Notice of Continuation/Conversion, or Lenders fail to  provide
such  quotes,  Borrower  shall be deemed to  have  elected  to  convert  or
continue  such  Borrowing to a Borrowing of a Syndicate Loan consisting  of
Base  Rate Advances.  So long as any Default or Event of Default shall have
occurred  and  be  continuing, no Borrowing may  be  converted  into  (upon
expiration  of  the  current  Interest  Period)  Eurodollar  Advances.   No
conversion  of  any Borrowing into Eurodollar Advances shall  be  permitted
except on the last day of the Interest Period in respect thereof.

             (c)     Without  in any way limiting Borrower's obligation  to
confirm in writing any telephonic notice, the Administrative Agent and  the
Lenders  may  act  without liability upon the basis  of  telephonic  notice
believed by the Administrative Agent or the Lender in good faith to be from
Borrower  prior  to receipt of written confirmation.  In  each  such  case,
Borrower hereby waives the right to dispute the Administrative Agent's  and
the Lender's record of the terms of such telephonic notice.

             (d)     The  Administrative  Agent shall  promptly  give  each
Lender notice by telephone (confirmed in writing) or by telex, telecopy  or
facsimile transmission of the matters covered by the notices given  to  the
Administrative Agent pursuant to this Section 3.01 with respect to the Line
of Credit Commitments.

             Section 3.02.  Disbursement of Funds.

             (a)      No  later  than  11:00  A.M.  (local   time  for  the
Administrative  Agent)  on the date of each Borrowing  of  Syndicate  Loans
pursuant to the Line of Credit Commitments (other than one resulting from a
conversion  or  continuation pursuant to Section 3.01(b)(i)),  each  Lender
will  make available its Pro Rata Share of the amount of such Borrowing  in
immediately  available  funds at the Payment Office of  the  Administrative
Agent.   The  Administrative  Agent will make  available  to  Borrower  the
aggregate of the amounts (if any) so made available by the Lenders  to  the
Administrative  Agent  in  a  timely manner by crediting  such  amounts  to
Borrower's demand deposit account maintained with the Administrative  Agent
or  at  Borrower's  option, to effect a wire transfer of  such  amounts  to
Borrower's  account specified by the Borrower, by the close of business  on
such  Business Day.  In the event that the Lenders do not make such amounts
available  to  the Administrative Agent by the time prescribed  above,  but
such  amount  is  received later that day, such amount may be  credited  to
Borrower  in  the manner described in the preceding sentence  on  the  next
Business  Day (with interest on such amount to begin accruing hereunder  on
such next Business Day).

             (b)     No later than 2:00 P.M. (local time for the applicable
Lender) on the date of each Borrowing of Competitive Bid Loans (other  than
one  resulting  from  a  conversion  or continuation  pursuant  to  Section
3.01(b)(ii)),  the  Lender  making  any  Competitive  Bid  Loan  will  make
available  the amount of such Borrowing in immediately available  funds  by
wire  transfer  to an account specified by the Borrower, by  the  close  of
business on such Business Day on the date of each Borrowing pursuant to the
Line  of Credit Commitments (other than one resulting from a conversion  or
continuation pursuant to Section 3.01(b)(ii)).

             (c)      Unless  the  Administrative  Agent  shall  have  been
notified  by the Lender making any Syndicate Loan prior to the  date  of  a
Borrowing  that  such  Lender does not intend  to  make  available  to  the
Administrative Agent such Lender's portion of the 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 such  date  and  the
Administrative Agent may make available to Borrower a corresponding amount.
If  such  corresponding  amount  is not  in  fact  made  available  to  the
Administrative  Agent  by  such  Lender  on  the  date  of  Borrowing,  the
Administrative Agent shall be entitled to recover such corresponding amount
on  demand  from  such Lender together with interest at the  Federal  Funds
Rate.  If such Lender does not pay such corresponding amount forthwith upon
the  Administrative Agent's demand therefor, the Administrative Agent shall
promptly   notify  Borrower,  and  Borrower  shall  immediately  pay   such
corresponding amount to the Administrative Agent together with interest  at
the rate specified for the Borrowing.  Nothing in this subsection shall  be
deemed to relieve any Lender from its obligation to fund its Line of Credit
Commitments  hereunder or to prejudice any rights which Borrower  may  have
against any Lender as a result of any default by such Lender hereunder.

             (d)     All  Borrowings of Syndicate Loans shall be loaned  by
the  Lenders  on  the basis of their Pro Rata Share of the Line  of  Credit
Commitments.   All Borrowings of Competitive Bid Loans under  the  Line  of
Credit  Commitments  shall  be  loaned by the  Lenders  whose  quotes  were
accepted  by the Borrower.  No Lender shall be responsible for any  default
by  any other Lender in its obligations hereunder, and each Lender shall be
obligated  to  make the Line of Credit Loans provided  to  be  made  by  it
hereunder, regardless of the failure of any other Lender to fund  its  Line
of Credit Commitments hereunder.

             Section 3.03.  Interest.

             (a)     Borrower  agrees to pay interest  in  respect  of  all
unpaid  principal amounts of the Syndicate Loans from the respective  dates
such  principal amounts were advanced to maturity (whether by acceleration,
notice  of prepayment or otherwise) at rates per annum (on the basis  of  a
360-day year) equal to the applicable rates indicated below:

          (i)  For Base Rate Advances--The Base Rate in effect from time to
     time;  and
     
           (ii)  For  Eurodollar Advances--The relevant Adjusted LIBO  Rate
     plus the Applicable Margin.

          (b)   Borrower  agrees to pay interest in respect of  all  unpaid
principal  amounts of the Competitive Bid Loans made to Borrower  from  the
respective dates such principal amounts were advanced to maturity  (whether
by  acceleration, notice of prepayment or otherwise) at times and at  rates
per  annum  (on the basis of a 360-day year) equal to the applicable  rates
agreed  upon  between Borrower and the Lender making such  Competitive  Bid
Loans.

          (c)        Overdue principal and, to the extent not prohibited by
applicable  law, overdue interest, in respect of the Line of Credit  Loans,
whether  Syndicate  Loans or Competitive Bid Loans, and all  other  overdue
amounts  owing  hereunder, shall bear interest from  each  date  that  such
amounts are overdue:

           (i)   in the case of overdue principal and interest with respect
     to  all  Line  of Credit Loans outstanding as Eurodollar Advances  and
     Competitive  Bid  Advances, at the rate otherwise applicable  for  the
     then-current Interest Period plus an additional two percent (2.0%) per
     annum; thereafter at the rate in effect for Base Rate Advances plus an
     additional two percent (2.0%) per annum; and
     
           (ii)  in the case of overdue principal and interest with respect
     to  all  other Line of Credit Loans outstanding as Base Rate Advances,
     and all other Obligations hereunder (other than Line of Credit Loans),
     at  a  rate  equal to the applicable Base Rate plus an additional  two
     percent (2.0%) per annum;

provided  that  no Line of Credit Loan shall bear interest after  maturity,
whether  by  non-payment  at scheduled due date,  acceleration,  notice  of
prepayment  or  otherwise at a rate per annum less than two percent  (2.0%)
per annum in excess of the rate of interest applicable thereto at maturity.

          (d)        Interest on each Line of Credit Loan shall accrue from
and  including the date of such Line of Credit Loan to, but excluding,  the
date  of any repayment thereof; provided that, if a Line of Credit Loan  is
repaid on the same day made, one day's interest shall be paid on such  Line
of  Credit Loan.  Interest on all outstanding Base Rate Advances  shall  be
payable  quarterly  in  arrears on the last calendar  day  of  each  fiscal
quarter  of  Borrower in each year.  Interest on all outstanding Eurodollar
Advances and Competitive Bid Advances shall be payable on the last  day  of
each  Interest  Period applicable thereto, and, in the case  of  Eurodollar
Advances  having an Interest Period in excess of three months, on each  day
which occurs every three months, as the case may be, after the initial date
of  such  Interest Period.  Interest on all Line of Credit Loans  shall  be
payable  on any conversion of any Advances comprising such Line  of  Credit
Loans into Advances of another Type, prepayment (on the amount prepaid), at
maturity (whether by acceleration, notice of prepayment or otherwise)  and,
after maturity, on demand.

          (e)       The Administrative Agent, upon determining the Adjusted
LIBO  Rate  for  any  Interest Period, shall promptly notify  by  telephone
(confirmed  in writing) or in writing Borrower and the other Lenders.   Any
such  determination shall, absent manifest error, be final, conclusive  and
binding  for all purposes.  A Lender making a Competitive Bid Loan  has  no
obligation  to  notify any other Lender of the interest  rates  charged  to
Borrower.

          Section 3.04.  Interest Periods.

          (a)        In  connection with the making or continuation of,  or
conversion  into, each Borrowing of Syndicate Loans comprised of Eurodollar
Advances,  Borrower  shall  select an interest period  (each  an  "Interest
Period")  to  be  applicable to such Eurodollar  Advances,  which  Interest
Period shall be either a 1, 2, 3 or 6 month period; provided that:

          (i)   The initial Interest Period for any Borrowing of Eurodollar
     Advances  shall commence on the date of such Borrowing (including  the
     date  of  any  conversion from a Borrowing consisting of  Advances  of
     another Type) and each Interest Period occurring thereafter in respect
     of  such  Borrowing  shall  commence on the  day  on  which  the  next
     preceding Interest Period expires;
     
        (ii)   If any Interest Period would otherwise expire on a day which
     is  not a Business Day, such Interest Period shall expire on the  next
     succeeding  Business  Day, provided that if  any  Interest  Period  in
     respect of Eurodollar Advances would otherwise expire on a day that is
     not  a  Business Day but is a day of the month after which no  further
     Business  Day occurs in such month, such Interest Period shall  expire
     on the next preceding Business Day;
     
        (iii)   Any Interest Period in respect of Eurodollar Advances which
     begins on a day for which there is no numerically corresponding day in
     the  calendar month at the end of such Interest Period shall,  subject
     to  part  (iv) below, expire on the last Business Day of such calendar
     month;
     
         (iv)    No Interest Period shall extend beyond any date upon which
     any principal payment is due with respect to the Line of Credit Loans.

          (b)   When  Borrower requests a quote for a Competitive Bid Loan,
the  Borrower  shall specify the Interest Period to be applicable  to  such
Line  of Credit Loan, which Interest Period shall be as agreed upon by  the
Borrower  and  such Lender; provided, however, that (i) no Interest  Period
shall  exceed  180 days,  (ii) no Interest Period shall extend  beyond  the
Line  of  Credit  Termination Date and (iii) if any Interest  Period  would
otherwise expire on a day which is not a Business Day, such Interest Period
shall  expire  on  the  next succeeding Business Day.   Interest  shall  be
payable  in  respect of each Competitive Bid Loan on the last day  of  each
Interest  Period applicable to such Competitive Bid Loan, and  at  maturity
(whether by acceleration or otherwise).

          Section 3.05.  Fees.

          (a)       Borrower shall pay to the Administrative Agent, for the
account  of  and  distribution of the respective Pro  Rata  Share  to  each
Lender,  a  facility fee (the "Facility Fee") for the period commencing  on
the  Closing  Date  to and including the Line of Credit  Termination  Date,
computed  at  a  rate equal to the Applicable Facility Fee  Percentage  per
annum  multiplied  by (ii) on the daily average of the  aggregate  Line  of
Credit  Commitments  of the Lenders, such fee being  payable  quarterly  in
arrears on the last calendar day of each fiscal quarter of Borrower and  on
the Line of Credit Termination Date.

          (b)        Borrower  shall pay to the Administrative  Agent  such
other fees as are specified, and in accordance with, the Fee Letter.

          Section 3.06.  Voluntary Prepayments of Borrowings.

          (a)         Borrower  may,  at  its  option,  prepay   Borrowings
consisting of Base Rate Advances at any time in whole, or from time to time
in part, in amounts aggregating $2,500,000 or any greater integral multiple
of  $500,000,  by paying the principal amount to be prepaid  together  with
interest  accrued  and  unpaid thereon to the date  of  prepayment.   Those
Borrowings  consisting of Eurodollar Advances may be prepaid, at Borrower's
option,  in  whole,  or from time to time in part,  in amounts  aggregating
$5,000,000  or any greater integral multiple of $1,000,000, by  paying  the
principal  amount to be prepaid, together with interest accrued and  unpaid
thereon to the date of prepayment and all compensation payments pursuant to
Section  3.12 if such prepayment is made on a date other than the last  day
of  an  Interest Period applicable thereto.  Each such optional  prepayment
shall be applied in accordance with Section 3.06(c) below.

          (b)        Borrower  shall  give written  notice  (or  telephonic
notice  confirmed in writing) to the Administrative Agent of  any  intended
prepayment of (i) Base Rate Advances not less than one Business  Day  prior
to  any  such prepayments and (ii) Eurodollar Advances not less than  three
Business  Days prior to any such prepayment.  Borrower shall  give  written
notice (or telephonic notice confirmed in writing) to the respective Lender
who  made  any  Competitive  Bid Loan of any intended  prepayment  of  such
Competitive Bid Loan not less than one Business Day prior to any prepayment
of   such  Competitive  Bid  Loan.   Such  notice,  once  given,  shall  be
irrevocable.   Upon receipt of such notice of prepayment  pursuant  to  the
first  sentence  of  this  paragraph (b), the  Administrative  Agent  shall
promptly  notify  each Lender of the contents of such notice  and  of  such
Lender's share of such prepayment.

          (c)        Borrower, when providing notice of prepayment pursuant
to  Section  3.06(b) may designate the Types of Advances and  the  specific
Borrowing or Borrowings which are to be prepaid, provided that (i)  if  any
prepayment  of Eurodollar Advances made pursuant to a single  Borrowing  of
the  Line  of  Credit  Loans  shall reduce the  outstanding  Advances  made
pursuant  to  such  Borrowing  to  an amount  less  than  $1,000,000,  such
Borrowing shall immediately be converted into Base Rate Advances; and  (ii)
each  prepayment made pursuant to a single Borrowing shall be  applied  pro
rata  among  the  Line of Credit Loans comprising such Borrowing,  if  such
prepayment  is  not a prepayment of a Competitive Bid Loan.  All  voluntary
prepayments  shall be applied to the payment of any unpaid interest  before
application to principal.

          Section 3.07.  Payments, etc.

          (a)        (i)  Except as otherwise specifically provided herein,
all  payments  under this Agreement and the other Credit  Documents,  other
than  the  payments specified in clause (ii) below, shall be  made  without
defense,  set-off  or counterclaim to the Administrative Agent,  not  later
than  2:00 P.M. (local  time for the Administrative Agent) on the date when
due  and  shall be made in Dollars in immediately available  funds  at  the
respective Payment Office.

           (ii)  Except  as  otherwise specifically  provided  herein,  all
payments  under  this  Agreement with respect to  the  Lenders  making  any
Competitive   Bid  Loans  shall  be  made  without  defense,   set-off   or
counterclaim to such Lender not later than 2:00 P.M. (local time  for  such
Lender)  on  the date when due and in immediately available  funds  at  the
Payment  Office of such Lender, or at any other location of the  Lender  as
such  Lender may specify in writing to Borrower not later than  12:00  Noon
(local time for the Lender) on the Business Day such payment is due.

          (b)        (i)  All such payments shall be made free and clear of
and  without  deduction or withholding for any Taxes  in  respect  of  this
Agreement,  the  Line  of Credit Notes or other Credit  Documents,  or  any
payments of principal, interest, fees or other amounts payable hereunder or
thereunder  (but excluding any Taxes imposed on the overall net  income  of
the Lenders pursuant to the laws of the jurisdiction in which the principal
executive  office or appropriate Lending Office of such Lender is located).
If  any Taxes are so levied or imposed, Borrower agrees (A) to pay the full
amount  of  such Taxes, and such additional amounts as may be necessary  so
that  every net payment of all amounts due hereunder and under the Line  of
Credit Notes and other Credit Documents, after withholding or deduction for
or  on  account of any such Taxes (including additional sums payable  under
this  Section  3.07),  will not be less than the full amount  provided  for
herein had no such deduction or withholding been required, (B) to make such
withholding  or  deduction and (C) to pay the full amount deducted  to  the
relevant  authority  in  accordance with  applicable  law.   Borrower  will
furnish  to the Administrative Agent and each Lender, within 30 days  after
the  date  the  payment  of any Taxes is due pursuant  to  applicable  law,
certified  copies  of  tax receipts evidencing such  payment  by  Borrower.
Borrower will indemnify and hold harmless the Administrative Agent and each
Lender  and reimburse the Administrative Agent and each Lender upon written
request  for the amount of any Taxes so levied or imposed and paid  by  the
Administrative  Agent  or  Lender and any liability  (including  penalties,
interest  and expenses) arising therefrom or with respect thereto,  whether
or  not such Taxes were correctly or illegally asserted.  A certificate  as
to  the  amount of such payment by such Lender or the Administrative Agent,
absent  manifest  error, shall be final, conclusive  and  binding  for  all
purposes.

           (ii)  Each  Lender  that is organized  under  the  laws  of  any
jurisdiction other than the United States of America agrees to  furnish  to
Borrower  and  the  Administrative Agent, prior to the time  it  becomes  a
Lender  hereunder, two copies of either U.S. Internal Revenue Service  Form
4224  or  U.S.  Internal Revenue Service Form 1001 or any  successor  forms
thereto (wherein such Lender claims entitlement to complete exemption  from
or  reduced  rate  of  U.S. Federal withholding tax  on  interest  paid  by
Borrower hereunder) and to provide to Borrower and the Administrative Agent
a  new  Form  4224  or  Form 1001 or any successor  forms  thereto  if  any
previously  delivered form is found to be incomplete or  incorrect  in  any
material respect or upon the obsolescence of any previously delivered form;
provided, however, that no Lender shall be required to furnish a form under
this  paragraph (ii) if it is not entitled to claim an exemption from or  a
reduced  rate of withholding under applicable law.  A Lender  that  is  not
entitled to claim an exemption from or a reduced rate of withholding  under
applicable law, promptly upon written request of Borrower, shall so  inform
Borrower in writing.

          (c)       Subject to Section 3.04(a)(ii), whenever any payment to
be  made hereunder or under any Line of Credit Note 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 and, with respect to payments
of  principal,  interest thereon shall be payable at  the  applicable  rate
during such extension.

          (d)        On  other than Competitive Bid Loans, which  shall  be
negotiated  from time to time, all computations of interest and fees  shall
be  made  on the basis of a year of 360 days for the actual number of  days
(including  the  first  day but excluding the last day)  occurring  in  the
period  for which such interest or fees are payable (to the extent computed
on  the  basis of days elapsed), except that interest on Base Rate Advances
shall  be computed on the basis of a year of 360 days for the actual number
of  days.  Interest on Base Rate Advances shall be calculated based on  the
Base  Rate from and including the date of such Line of Credit Loan  to  but
excluding  the  date of the repayment or conversion thereof.   Interest  on
Eurodollar Advances shall be calculated as to each Interest Period from and
including  the  first day thereof to but excluding the  last  day  thereof.
Each  determination by the Administrative Agent or the  Lender  making  any
Competitive Bid Loan of an interest rate or fee hereunder shall be made  in
good  faith and, except for manifest error, shall be final, conclusive  and
binding for all purposes.

          (e)        Payment  by  Borrower to the Administrative  Agent  in
accordance  with  the  terms  of  this Agreement  shall,  as  to  Borrower,
constitute payment to the Lenders under this Agreement.

             Section 3.08.  Interest Rate Not Ascertainable, etc.   In  the
event that the Administrative Agent, in the case of the Adjusted LIBO Rate,
shall have determined (which determination shall be made in good faith and,
absent  manifest  error, shall be final, conclusive and  binding  upon  all
parties)  that on any date for determining the Adjusted LIBO Rate  for  any
Interest  Period, by reason of any changes arising after the date  of  this
Agreement  affecting  the  London interbank market  or  the  Administrative
Agent's  position in such market, adequate and fair means do not exist  for
ascertaining the applicable interest rate on the basis provided for in  the
definition  of   Adjusted  LIBO Rate then,  and  in  any  such  event,  the
Administrative Agent shall forthwith give notice (by telephone confirmed in
writing) to Borrower and to the Lenders of such determination and a summary
of  the  basis  for  such  determination.  Until the  Administrative  Agent
notifies  Borrower  that the circumstances giving rise  to  the  suspension
described herein no longer exist, the obligations of the Lenders to make or
permit portions of the Line of Credit Loans to remain outstanding past  the
last  day of the then current Interest Periods as Eurodollar Advances shall
be  suspended, and such affected Advances shall bear the same  interest  as
Base Rate Advances.

             Section 3.09.  Illegality.

             (a)     In  the  event  that any Lender shall have  determined
(which  determination  shall  be made in good faith  and,  absent  manifest
error, shall be final, conclusive and binding upon all parties) at any time
that  the  making  or  continuance of any  Eurodollar  Advance  has  become
unlawful  by  compliance by such Lender in good faith with  any  applicable
law,  governmental  rule, regulation, guideline or order  (whether  or  not
having  the  force  of law and whether or not failure to  comply  therewith
would  be unlawful), then, in any such event, the Lender shall give  prompt
notice  (by  telephone  confirmed  in  writing)  to  Borrower  and  to  the
Administrative Agent of such determination and a summary of the  basis  for
such  determination (which notice the Administrative Agent  shall  promptly
transmit to the other Lenders).

             (b)     Upon the giving of the notice to Borrower referred  to
in  subsection (a) above, (i) Borrower's right to request and such Lender's
obligation to make Eurodollar Advances shall be immediately suspended,  and
such  Lender  shall make an Advance as part of the requested  Borrowing  of
Eurodollar  Advances as a Base Rate Advance, provided,  Borrower  does  not
negotiate  a Competitive Bid Loan, which Base Rate Advance shall,  for  all
other  purposes,  be considered part of such Borrowing,  and  (ii)  if  the
affected  Eurodollar  Advance or Advances are  then  outstanding,  Borrower
shall  immediately, or if permitted by applicable law, no  later  than  the
date permitted thereby, upon at least one Business Day's written notice  to
the Administrative Agent and the affected Lender, convert each such Advance
into  an  Advance  or Advances of a different Type with an Interest  Period
ending  on the date on which the Interest Period applicable to the affected
Eurodollar  Advances  expires, provided that if more  than  one  Lender  is
affected  at any time, then all affected Lenders must be treated  the  same
pursuant to this Section 3.09(b).

             Section 3.10.  Increased Costs.

             (a)     If,  by  reason  of  (x) after the  date  hereof,  the
introduction of or any change (including, without limitation, any change by
way  of  imposition  or  increase of reserve requirements)  in  or  in  the
interpretation  of  any law or regulation, or (y) the compliance  with  any
guideline  or request from any central bank or other governmental authority
or  quasi-governmental authority exercising control over banks or financial
institutions generally (whether or not having the force of law):

           (i)   any  Lender  (or its applicable Lending Office)  shall  be
     subject  to  any  tax,  duty  or other  charge  with  respect  to  its
     Eurodollar Advances or its obligation to make Eurodollar Advances,  or
     the basis of taxation of payments to any Lender of the principal of or
     interest  on  its  Eurodollar  Advances  or  its  obligation  to  make
     Eurodollar Advances shall have changed (except for changes in the  tax
     on  the  overall  net income of such Lender or its applicable  Lending
     Office  imposed  by the jurisdiction in which such Lender's  principal
     executive office or applicable Lending Office is located); or
     
           (ii) any reserve (including, without limitation, any imposed  by
     the Board of Governors of the Federal Reserve System), special deposit
     or  similar  requirement against assets of, deposits with or  for  the
     account  of,  or  credit extended by, any Lender's applicable  Lending
     Office  shall  be imposed or deemed applicable or any other  condition
     affecting its Eurodollar Advances or its obligation to make Eurodollar
     Advances  shall  be  imposed on any Lender or its  applicable  Lending
     Office or the London interbank market;

and  as  a result thereof there shall be any increase in the cost  to  such
Lender  of  agreeing  to make or making, funding or maintaining  Eurodollar
Advances (except to the extent already included in the determination of the
applicable Adjusted LIBO Rate for Eurodollar Advances), or there shall be a
reduction  in  the  amount received or receivable by  such  Lender  or  its
applicable Lending Office, then Borrower shall from time to time  (subject,
in  the  case  of  certain Taxes, to the applicable provisions  of  Section
3.07(b)),  upon written notice from and demand by such Lender  on  Borrower
(with a copy of such notice and demand to the Administrative Agent), pay to
the  Administrative  Agent  for the account  of  such  Lender  within  five
Business Days after the date of such notice and demand, additional  amounts
sufficient  to  indemnify  such  Lender against  such  increased  cost.   A
certificate as to the amount of such increased cost, submitted to  Borrower
and  the  Administrative Agent by such Lender in good faith and accompanied
by  a statement prepared by such Lender describing in reasonable detail the
basis  for  and  calculation  of such increased  cost,  shall,  except  for
manifest error, be final, conclusive and binding for all purposes.

             (b)     If  any  Lender shall advise the Administrative  Agent
that at any time, because of the circumstances described in clauses (x)  or
(y)  in  Section  3.10(a) or any other circumstances beyond  such  Lender's
reasonable control arising after the date of this Agreement affecting  such
Lender  or  the  London interbank market or the United  States  of  America
secondary certificate of deposit market or such Lender's position  in  such
markets, the Adjusted LIBO Rate, as determined by the Administrative Agent,
will  not adequately and fairly reflect the cost to such Lender of  funding
its Eurodollar Advances, then, and in any such event:

           (i)   the  Administrative Agent shall forthwith give notice  (by
     telephone  confirmed in writing) to Borrower and to the other  Lenders
     of such advice;

           (ii) Borrower's right to request and such Lender's obligation to
     make  or  permit  portions  of the Line  of  Credit  Loans  to  remain
     outstanding past the last day of the then current Interest Periods  as
     Eurodollar Advances shall be immediately suspended; and

          (iii)     such Lender shall make a Line of Credit Loan as part of
     the requested Borrowing of Eurodollar Advances, as the case may be, as
     a Base Rate Advance, which such Base Rate Advance shall, for all other
     purposes, be considered part of such Borrowing.

          Section 3.11.  Lending Offices.

          (a)        Each Lender agrees that, if requested by Borrower,  it
will  use  reasonable efforts (subject to overall policy considerations  of
such  Lender) to designate an alternate Lending Office with respect to  any
of  its  Eurodollar  Advances  affected by  the  matters  or  circumstances
described  in Sections 3.07(b), 3.08, 3.09 or 3.10 to reduce the  liability
of  Borrower  or  avoid the results provided thereunder, so  long  as  such
designation  is  not disadvantageous to such Lender as determined  by  such
Lender, which determination if made in good faith, shall be conclusive  and
binding  on all parties hereto.  Nothing in this Section 3.11 shall  affect
or  postpone any of the obligations of Borrower or any right of any  Lender
provided hereunder.

          (b)        If any Lender that is organized under the laws of  any
jurisdiction  other than the United States of America or any State  thereof
(including  the  District  of Columbia) issues a public  announcement  with
respect  to  the  closing of its lending offices in the  United  States  of
America  such  that any withholdings or deductions and additional  payments
with  respect  to  Taxes may be required to be made by Borrower  thereafter
pursuant  to Section 3.07(b), such Lender shall use reasonable  efforts  to
furnish   Borrower  notice  thereof  as  soon  as  practicable  thereafter;
provided, however, that no delay or failure to furnish such notice shall in
any event release or discharge Borrower from its obligations to such Lender
pursuant  to Section 3.07(b) or otherwise result in any liability  of  such
Lender.

            Section 3.12.  Funding Losses.  Borrower shall compensate  each
Lender, upon its written request to Borrower (which request shall set forth
the  basis  for  requesting  such amounts in reasonable  detail  and  which
request  shall be made in good faith and, absent manifest error,  shall  be
final,  conclusive  and binding upon all of the parties  hereto),  for  all
losses,  expenses  and  liabilities  (including,  without  limitation,  any
interest paid by such Lender to lenders of funds borrowed by it to make  or
carry  its  Eurodollar Advances, in either case to the extent not recovered
by  such  Lender  in connection with the re-employment of  such  funds  and
including loss of anticipated profits), which the Lender may sustain:   (i)
if  for any reason (other than a default by such Lender) a borrowing of, or
conversion to or continuation of Eurodollar Advances to Borrower  does  not
occur on the date specified therefor in a Notice of Borrowing or Notice  of
Continuation/Conversion (whether or not withdrawn), (ii) if  any  repayment
(including  mandatory prepayments and any conversions pursuant  to  Section
3.09(b))  of any Eurodollar Advances to Borrower occurs on a date which  is
not  the  last day of an Interest Period applicable thereto, or (iii),  if,
for any reason, Borrower defaults in its obligation to repay its Eurodollar
Advances when required by the terms of this Agreement.

             Section 3.13.   Assumptions Concerning Funding  of  Eurodollar
Advances.   Calculation  of all amounts payable  to  a  Lender  under  this
Article  III  shall be made as though that Lender had actually  funded  its
relevant  Eurodollar  Advances through the  purchase  of  deposits  in  the
relevant  market bearing interest at the rate applicable to such Eurodollar
Advances  in  an amount equal to the amount of the Eurodollar Advances  and
having  a  maturity comparable to the relevant Interest Period and  through
the  transfer of such Eurodollar Advances from an offshore office  of  that
Lender to a domestic office of that Lender in the United States of America;
provided,  however,  that  each Lender may  fund  each  of  its  Eurodollar
Advances  in any manner it sees fit and the foregoing assumption  shall  be
used only for calculation of amounts payable under this Article III.

            Section 3.14.  Apportionment of Payments.  Aggregate  principal
and  interest payments in respect of Line of Credit Loans and  payments  in
respect of the Facility Fee shall be apportioned among all outstanding Line
of  Credit  Commitments  and Line of Credit Loans to  which  such  payments
relate,  proportionately to the Lenders' respective pro  rata  portions  of
such Line of Credit Commitments and outstanding Line of Credit Loans.   The
Administrative  Agent  shall promptly distribute  to  each  Lender  at  its
Payment Office set forth beside its name on the appropriate signature  page
hereof  or  such other address as any Lender may request its share  of  all
such payments received by the Administrative Agent.

             Section 3.15.  Sharing of Payments, Etc.  If any Lender  shall
obtain any payment or reduction (including, without limitation, any amounts
received  as  adequate protection of a deposit treated as  cash  collateral
under   the   Bankruptcy  Code)  of  the  Obligations  (whether  voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its pro rata portion of payments or reductions on account of such
obligations  obtained by all the Lenders, such Lender shall  forthwith  (i)
notify  each of the other Lenders and Administrative Agent of such receipt,
and  (ii)  purchase  from  the  other Lenders such  participations  in  the
affected obligations as shall be necessary to cause such purchasing  Lender
to  share  the  excess  payment or reduction,  net  of  costs  incurred  in
connection therewith, ratably with each of them, provided that  if  all  or
any  portion  of  such excess payment or reduction is thereafter  recovered
from  such purchasing Lender or additional costs are incurred, the purchase
shall  be rescinded and the purchase price restored to the extent  of  such
recovery  or such additional costs, but without interest unless the  Lender
obligated  to return such funds is required to pay interest on such  funds.
Borrower agrees that any Lender so purchasing a participation from  another
Lender  pursuant to this Section 3.15 may, to the fullest extent  permitted
by law, exercise all its rights of payment (including the right of set-off)
with  respect  to  such participation as fully as if such Lender  were  the
direct creditor of Borrower in the amount of such participation.

             Section 3.16.  Capital Adequacy.  Without limiting  any  other
provision  of  this  Agreement, in the event that  any  Lender  shall  have
determined that any law, treaty, governmental (or quasi-governmental) rule,
regulation, guideline or order regarding capital adequacy not currently  in
effect or fully applicable as of the Closing Date, or any change therein or
in  the  interpretation or application thereof after the Closing  Date,  or
compliance  by such Lender with any request or directive regarding  capital
adequacy not currently in effect or fully applicable as of the Closing Date
(whether  or  not  having the force of law and whether or  not  failure  to
comply  therewith  would be unlawful) from a central bank  or  governmental
authority  or  body having jurisdiction, does or shall have the  effect  of
reducing  the  rate of return on such Lender's capital as a consequence  of
its  obligations  hereunder to a level below that which such  Lender  could
have  achieved  but  for such law, treaty, rule, regulation,  guideline  or
order, or such change or compliance by an amount reasonably deemed by  such
Lender  to  be  material, then within ten (10) Business Days after  written
notice and demand by such Lender (with copies thereof to the Administrative
Agent),  Borrower  shall  from time to time pay to such  Lender  additional
amounts  sufficient to compensate such Lender for such reduction  (but,  in
the  case  of  outstanding Base Rate Advances, without duplication  of  any
amounts already recovered by such Lender by reason of an adjustment in  the
applicable  Base  Rate).  Each certificate as to the amount  payable  under
this  Section  3.16  (which  certificate shall  set  forth  the  basis  for
requesting such amounts in reasonable detail), submitted to Borrower by any
Lender  in  good faith, shall, absent manifest error, be final,  conclusive
and binding for all purposes.

           Section 3.17.  Benefits to Guarantors.  In consideration for the
execution  and  delivery  by  the Guarantors  of  the  Guaranty  Agreement,
Borrower  agrees  to  make the benefit of extensions  of  credit  hereunder
available to the Guarantors.

           Section 3.18.  Limitation on Certain Payment Obligations.

           (a)       Each Lender or Administrative Agent shall make written
demand  on Borrower for indemnification or compensation pursuant to Section
3.07  no later than 90 days after the earlier of (i) the date on which such
Lender  or the Administrative Agent makes payment of such Taxes,  and  (ii)
the  date  on  which  the relevant taxing authority or  other  governmental
authority makes written demand upon such Lender or the Administrative Agent
for payment of such Taxes.

           (b)       Each  Lender  or the Administrative Agent  shall  make
written demand on Borrower for indemnification or compensation pursuant  to
Sections   3.12 and 3.13 no later than 90 days after the event giving  rise
to the claim for indemnification or compensation occurs.

           (c)       Each  Lender  or the Administrative Agent  shall  make
written demand on Borrower for indemnification or compensation pursuant  to
Sections  3.10  and  3.16 no later than 90 days after such  Lender  or  the
Administrative Agent receives actual notice or obtains actual knowledge  of
the  promulgation of a law, rule, order or interpretation or occurrence  of
another event giving rise to a claim pursuant to such sections.

           (d)       In  the  event that the Lenders or the  Administrative
Agent  fail  to give Borrower notice within the time limitations prescribed
in  (a)  or (b) above, Borrower shall not have any obligation to  pay  such
claim for compensation or indemnification.  In the event that the Lender or
the  Administrative  Agent fail to give Borrower  notice  within  the  time
limitation  prescribed in (c) above, Borrower shall not have any obligation
to  pay  any amount with respect to claims accruing prior to the  ninetieth
day preceding such written demand.


                                 ARTICLE IV

                         CONDITIONS TO BORROWINGS

           The  obligations  of  each Lender to make Advances  to  Borrower
hereunder is subject to the satisfaction of the following conditions:

            Section 4.01.  Conditions Precedent to Initial Line  of  Credit
Loans.   At  the  time of the making of the initial Line  of  Credit  Loans
hereunder  on  the  Closing  Date, all obligations  of  Borrower  hereunder
incurred  prior  to  the initial Line of Credit Loans  (including,  without
limitation,  Borrower's obligations to reimburse the  reasonable  fees  and
expenses  of counsel to the Administrative Agent and any fees and  expenses
payable  to  the Administrative Agent and the Lenders as previously  agreed
with  Borrower), shall have been paid in full, and the Administrative Agent
shall  have  received  the  following, in  form  and  substance  reasonably
satisfactory in all respects to the Administrative Agent:

           (a) the duly executed counterparts of this Agreement;
     
           (b) the duly completed Line of Credit Notes evidencing the Line
                of Credit Commitment;
     
           (c) the duly executed Guaranty Agreement;
     
           (d) certificate of Borrower in substantially the form of Exhibit
                C attached hereto and appropriately completed;

           (e) the duly executed Commitment Letter;

           (f) the duly executed Fee Letter;

           (g) certificates of the Secretary or Assistant Secretary of each
of the Credit Parties attaching and certifying copies of the resolutions of
the  boards  of directors of the Credit Parties, authorizing as  applicable
the execution, delivery and performance of the Credit Documents;
     
           (h)  certificates of the Secretary or an Assistant Secretary  of
each  of  the  Credit  Parties certifying (i)  the  name,  title  and  true
signature  of each officer of such entities executing the Credit Documents,
(ii)  the  bylaws or comparable governing documents of such  entities;  and
(iii) the certificate or articles of incorporation of each Credit Party;
     
           (i)  certificates  of  good standing or  existence,  as  may  be
available  from the Secretary of State of the jurisdiction of incorporation
or organization of such Credit Party;
     
           (j)  copies  of  all  documents and instruments,  including  all
consents,  authorizations  and filings, required  or  advisable  under  any
Requirement of Law or by any material Contractual Obligation of the  Credit
Parties,  in connection with the execution, delivery, performance, validity
and  enforceability of the Credit Documents and the other documents  to  be
executed  and  delivered  hereunder,  and  such  consents,  authorizations,
filings  and  orders shall be in full force and effect and  all  applicable
waiting periods shall have expired;
     
           (k)  certified copies of the Intercompany Loan Documents, to the
extent  that  they  exist and have not previously  been  certified  to  the
Lenders;

           (l)  duly executed solvency certificates of Borrower and each of
the  Guarantors,  in  form and substance satisfactory  to  the  Agents  and
Lenders;

           (m)  acknowledgment from CSC Network Corporation System, Inc. as
to  its  appointment as agent for service of process for the various Credit
Parties;

           (n)  certified copies of indentures, credit agreements,  leases,
capital  leases,  instruments, and other documents evidencing  or  securing
Indebtedness of any Consolidated Company described on Schedule 7.01(b),  in
any  single case in an amount not less than $500,000 and to the extent  not
previously certified to the Lenders;
     
           (o)   certificates,  reports  and  other  information   as   the
Administrative  Agent may reasonably request from any Consolidated  Company
in  order  to  satisfy  the  Lenders as to  the  absence  of  any  material
liabilities  or obligations arising from matters relating to  employees  of
the   Consolidated  Companies,  including  employee  relations,  collective
bargaining  agreements, Plans, and other compensation and employee  benefit
plans;
     
           (p)    certificates,   reports,   environmental    audits    and
investigations,  and  other  information as the  Administrative  Agent  may
reasonably  request from any Consolidated Company in order to  satisfy  the
Lenders  as  to  the  absence  of any material liabilities  or  obligations
arising  from  environmental and employee health and  safety  exposures  to
which  the  Consolidated Companies may be subject, and  the  plans  of  the
Consolidated Companies with respect thereto;
     
           (q)   certificates,  reports  and  other  information   as   the
Administrative  Agent may reasonably request from any Consolidated  Company
in  order  to  satisfy  the  Lenders as to  the  absence  of  any  material
liabilities  or  obligations  arising from  litigation  (including  without
limitation, products liability and patent infringement claims)  pending  or
threatened against the Consolidated Companies;
     
           (r)  a  certificate of insurance summarizing, in form and detail
reasonably acceptable to the Administrative Agent, of the types and amounts
of  insurance  (property  and  liability) maintained  by  the  Consolidated
Companies;
     
           (s)  the  favorable  opinion of counsel to  the  Credit  Parties
addressed to the Administrative Agent and each of the Lenders; and
     
           (t)  financial  statements  of Borrower  and  its  Subsidiaries,
audited  on  a  consolidated basis for the fiscal year ended  on  the  last
Friday  in  January,  1998 and unaudited on a consolidated  basis  for  the
fiscal quarter ended on the last Friday in October, 1998.

In  addition  to  the foregoing, the following conditions shall  have  been
satisfied  or  shall  exist, all to the satisfaction of the  Administrative
Agent, as of the time the initial Line of Credit Loans are made hereunder:

           (x)  the Line of Credit Loans to be made on the Closing Date and
     the  use of proceeds thereof shall not contravene, violate or conflict
     with, or involve the Administrative Agent or any Lender in a violation
     of,  any law, rule, injunction, or regulation, or determination of any
     court of law or other governmental authority;
     
           (y)   all  corporate proceedings and all other legal matters  in
     connection   with   the   authorization,   legality,   validity    and
     enforceability   of   the  Credit  Documents   shall   be   reasonably
     satisfactory in form and substance to the Required Lenders; and
     
           (z)   the  status  of  all  pending  and  threatened  litigation
     (including products liability and patent claims) which might result in
     a  Materially Adverse Effect, including a description of  any  damages
     sought and the claims constituting the basis therefor, shall have been
     reported  in  writing to the Administrative Agent, the  Administrative
     Agent shall have reported such matters to the Lenders, and the Lenders
     shall be satisfied with such status.

            Section 4.02.  Conditions to All Line of Credit Loans.  At  the
time  of  the making of all Line of Credit Loans (before as well  as  after
giving  effect to such Line of Credit Loans and to the proposed use of  the
proceeds  thereof), the following conditions shall have been  satisfied  or
shall exist:

           (a)  there shall exist no Default or Event of Default;
     
           (b)  all  representations and warranties by  Borrower  contained
herein  shall  be true and correct in all material respects with  the  same
effect  as though such representations and warranties had been made on  and
as of the date of such Line of Credit Loans;
     
           (c)  since  the date of the most recent financial statements  of
the Consolidated Companies described in Section 5.03, there shall have been
no  change  which  has  had  or could reasonably  be  expected  to  have  a
Materially Adverse Effect.
     
           (d) there shall be no action or proceeding instituted or pending
before  any  court or other governmental authority or, to the knowledge  of
Borrower,  threatened  (i) which reasonably could be  expected  to  have  a
Materially Adverse Effect, or (ii) seeking to prohibit or restrict  one  or
more  Credit Party's ownership or operation of any portion of its  business
or  assets,  or to compel one or more Credit Party to dispose  of  or  hold
separate all or any portion of its businesses or assets, where such portion
or  portions of such business(es) or assets, as the case may be, constitute
a  material  portion of the total businesses or assets of the  Consolidated
Companies;
     
           (e)  the Line of Credit Loans to be made and the use of proceeds
thereof  shall  not contravene, violate or conflict with,  or  involve  the
Administrative  Agent  or  any Lender in a violation  of,  any  law,  rule,
injunction,  or regulation, or determination of any court of law  or  other
governmental authority applicable to Borrower; and

           (f)  the  Administrative Agent shall have  received  such  other
documents  or legal opinions as the Administrative Agent or any Lender  may
reasonably  request, all in form and substance reasonably  satisfactory  to
the Administrative Agent.

           Each  request for a Borrowing and the acceptance by Borrower  of
the  proceeds  thereof shall constitute a representation  and  warranty  by
Borrower,  as  of  the  date of the Line of Credit  Loans  comprising  such
Borrowing,  that the applicable conditions specified in Sections  4.01  and
4.02 have been satisfied.


                                ARTICLE V

                      REPRESENTATIONS AND WARRANTIES

          Borrower represents, warrants and covenants to Lenders that:

            Section 5.01.  Organization and Qualification.  Borrower  is  a
corporation duly organized and existing in good standing under the laws  of
the  State  of Florida.  Each Subsidiary of Borrower is a corporation  duly
organized  and  existing  under  the  laws  of  the  jurisdiction  of   its
incorporation.  Borrower and each of its Subsidiaries are duly qualified to
do  business  as  a  foreign corporation and are in good standing  in  each
jurisdiction  in which the character of their properties or the  nature  of
their  business  makes  such  qualification  necessary,  except  for   such
jurisdictions in which a failure to qualify to do business would not have a
Materially Adverse Effect.  Borrower and each of its Subsidiaries have  the
corporate  power to own their respective properties and to carry  on  their
respective   businesses  as  now  being  conducted.  The  jurisdiction   of
incorporation  or  organization,  and  the  ownership  of  all  issued  and
outstanding  capital  stock, for each Subsidiary as of  the  date  of  this
Agreement  is  accurately described on Schedule 5.01.  Schedule  5.01  also
designates the Material Subsidiaries as of the Closing Date.

            Section 5.02.  Corporate Authority.  The execution and delivery
by  Borrower  and  the Guarantors of and the performance  by  Borrower  and
Guarantors of their obligations under the Credit Documents have  been  duly
authorized  by all requisite corporate action and all requisite shareholder
action,  if any, on the part of Borrower and the Guarantors and do not  and
will  not  (i)  violate any provision of any law, rule or  regulation,  any
judgment,  order  or  ruling  of  any court  or  governmental  agency,  the
organizational  papers  or bylaws of Borrower or  the  Guarantors,  or  any
indenture,  agreement  or  other  instrument  to  which  Borrower  or   the
Guarantors  are a party or by which Borrower or the Guarantors  or  any  of
their  properties is bound, or (ii) be in conflict with, result in a breach
of,  or constitute with notice or lapse of time or both a default under any
such indenture, agreement or other instrument.

             Section 5.03.   Financial Statements.  Borrower has  furnished
Lenders  with the following financial statements: (i) consolidated  balance
sheets and consolidated statements of income, stockholders' equity and cash
flow  of  Borrower for the fiscal year ended on the last Friday in January,
1998, audited by PriceWaterhouseCoopers LLP and (ii) unaudited consolidated
balance sheets and consolidated statements of income, stockholders'  equity
and  cash flow of Borrower for the fiscal quarter ending on the last Friday
in  October,  1998.   Such  financial  statements  (including  any  related
schedules  and  notes)  are  true  and correct  in  all  material  respects
(subject,  as to interim statements, to changes resulting from  audits  and
year   end  adjustments),  have  been  prepared  in  accordance  with  GAAP
consistently applied throughout the period or periods in question and show,
in  the  case of audited statements, all liabilities, direct or contingent,
of  Borrower and its Subsidiaries, required to be shown in accordance  with
GAAP consistently applied throughout the period or periods in question  and
fairly  present  the consolidated financial position and  the  consolidated
results  of  operations of Borrower and its Subsidiaries  for  the  periods
indicated  therein.   There  has been no material  adverse  change  in  the
business, condition or operations, financial or otherwise, of Borrower  and
its Subsidiaries since the last Friday in October, 1998.

              Section 5.04.   Tax  Returns.   Each  of  Borrower  and   its
Subsidiaries  has  filed all federal, state and other  income  tax  returns
which, to the best knowledge of the executive officers of Borrower and  its
Subsidiaries,  are  required to be filed, and each has paid  all  taxes  as
shown  on said returns and on all assessments received by it to the  extent
that  such  taxes have become due or except such as are being contested  in
good faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP.

             Section 5.05.   Actions Pending.  There is  no  action,  suit,
investigation  or  proceeding pending or, to  the  knowledge  of  Borrower,
threatened against or affecting Borrower or any of its Subsidiaries or  any
of  their  properties  or  rights, by or before any  court,  arbitrator  or
administrative  or governmental body, which might result in any  Materially
Adverse Effect.

             Section 5.06.  Representations; No Defaults.  At the  time  of
each  Extension of Credit there shall exist no Default or Event of Default,
and  each Extension of Credit shall be deemed a renewal by Borrower of  the
representations  and  warranties  contained  in  this  Agreement   and   an
affirmative statement by Borrower that such representations and  warranties
are  true and correct on and as of such time with the same effect as though
such representations and warranties had been made on and as of such time.

            Section 5.07.  Title to Properties.  Each of Borrower  and  its
Subsidiaries has (i) good and marketable fee simple title to its respective
real  properties (other than real properties which it leases from  others),
including such real properties reflected in the consolidated balance  sheet
of  Borrower  and its Subsidiaries as of the last Friday of October,  1998,
hereinabove  described  (other  than real properties  disposed  of  in  the
ordinary  course of business), subject to no Lien of any kind except  Liens
permitted  by  Section  7.02  and (ii) good  title  to  all  of  its  other
respective properties and assets (other than properties and assets which it
leases from others), including the other properties and assets reflected in
the consolidated balance sheet of Borrower and its Subsidiaries at the last
Friday  of October, 1998, hereinabove described (other than properties  and
assets disposed of in the ordinary course of business), subject to no  Lien
of  any kind except Liens permitted by Section 7.02.  Each of Borrower  and
its  Subsidiaries  enjoys  peaceful and undisturbed  possession  under  all
leases  necessary  in  any  material  respect  for  the  operation  of  its
respective  properties and assets, none of which contains  any  unusual  or
burdensome provisions which might materially affect or impair the operation
of such properties and assets, and all such leases are valid and subsisting
and in full force and effect.

            Section 5.08.  Enforceability of Agreement.  This Agreement  is
the  legal,  valid  and binding agreement of Borrower  enforceable  against
Borrower  in accordance with its terms, and the Line of Credit  Notes,  and
all  other Credit Documents, when executed and delivered, will be similarly
legal, valid, binding and enforceable, except as the enforceability of  the
Line  of  Credit  Notes  and  other Credit  Documents  may  be  limited  by
bankruptcy, insolvency, reorganization, moratorium and other laws affecting
creditor's  rights  and  remedies in general and by general  principles  of
equity, whether considered in a proceeding at law or in equity.

            Section 5.09.  Consent.  No consent, permission, authorization,
order  or  license of any governmental authority or Person is necessary  in
connection with the execution, delivery, performance or enforcement of  the
Credit Documents, or in order to constitute the indebtedness to be incurred
hereunder and under the Line of Credit Notes and the other Credit Documents
as  "Senior  Debt"  or  any  similar  term  defined  within  the  documents
evidencing any Subordinated Debt.

             Section 5.10.   Use of Proceeds; Federal Reserve  Regulations.
The  proceeds  of  the  Line of Credit Notes will be used  solely  for  the
purposes  specified in Section 2.01(c) and none of such  proceeds  will  be
used, directly or indirectly, for the purpose of purchasing or carrying any
"margin  security"  or  "margin stock" or for the purpose  of  reducing  or
retiring any indebtedness that originally was incurred to purchase or carry
a  "margin security" or "margin stock" or for any other purpose that  might
constitute  this transaction a "purpose credit" within the meaning  of  the
regulations of the Board of Governors of the Federal Reserve System.

             Section 5.11.  ERISA.

           (a)       Identification of Certain Plans.  Schedule 5.11 hereto
sets forth all Plans of Borrower and its Subsidiaries;

           (b)       Compliance.   Each Plan is being  maintained,  by  its
terms and in operation, in accordance with all applicable laws, except such
noncompliances  (when  taken as a whole) that will not  have  a  Materially
Adverse Effect;

           (c)       Liabilities.  Neither the Borrower nor any  Subsidiary
is  currently or will become subject to any liability (including withdrawal
liability), tax or penalty whatsoever to any person whomsoever with respect
to  any  Plan including, but not limited to, any tax, penalty or  liability
arising  under Title I or Title IV of ERISA or Chapter 43 of the Tax  Code,
except  such  liabilities  (when taken as a  whole)  as  will  not  have  a
Materially Adverse Effect; and

           (d)       Funding.   The Borrower and each ERISA  Affiliate  has
made  full and timely payment of all amounts (i) required to be contributed
under  the  terms of each Plan and applicable law and (ii) required  to  be
paid as expenses of each Plan, except where such non-payment would not have
a  Materially  Adverse Effect.  No Plan has an "amount of unfunded  benefit
liabilities"  (as  defined  in  Section 4001(a)(18)  of  ERISA)  except  as
disclosed on Schedule 5.11.  No Plan is subject to a waiver or extension of
the  minimum  funding  requirements under ERISA or the  Tax  Code,  and  no
request for such waiver or extension is pending.

             Section 5.12.   Subsidiaries.  All the outstanding  shares  of
stock  of each such Subsidiary have been validly issued and are fully  paid
and  nonassessable and all such outstanding shares, except as noted on such
Schedule  5.01,  are  owned  by Borrower or a Wholly  Owned  Subsidiary  of
Borrower free of any Lien or claim.

           Each  Subsidiary  (i) is a corporation duly  organized,  validly
existing  and  in  good  standing under  the  laws  of  the  State  of  its
incorporation with the power and authority (corporate and other)  to  carry
on  its  business as it is now conducted and (ii) is qualified to  transact
business  as  a  foreign  corporation and  is  in  good  standing  in  each
jurisdiction in which such qualification is required under applicable law.

             Section 5.13.  Outstanding Indebtedness.  As of  the  date  of
closing  and after giving effect to the transactions contemplated  by  this
Agreement, neither Borrower nor any of its Subsidiaries has outstanding any
Indebtedness  except  as  permitted by Section 7.01  and  there  exists  no
default under the provisions of any instrument evidencing such Indebtedness
or of any agreement relating thereto.

           Section 5.14.  Conflicting Agreements.  Neither Borrower nor any
of  its  Subsidiaries  is a party to any contract  or  agreement  or  other
burdensome  restrictions  or  subject to any  charter  or  other  corporate
restriction  which materially and adversely affects its business,  property
or  assets,  or  financial  condition.  Assuming the  consummation  of  the
transactions  contemplated  by this Agreement,  neither  the  execution  or
delivery of this Agreement or the Credit Documents, nor fulfillment  of  or
compliance with the terms and provisions hereof and thereof, will  conflict
with,  or result in a breach of the terms, conditions or provisions of,  or
constitute a default under, or result in any violation of, or result in the
creation  of  any Lien upon any of the properties or assets of Borrower  or
any of its Subsidiaries pursuant to, the charter or By-Laws of Borrower  or
any  of  its  Subsidiaries, any award of any arbitrator  or  any  agreement
(including  any agreement with stockholders), instrument, order,  judgment,
decree,  statute, law, rule or regulation to which Borrower or any  of  its
Subsidiaries  is subject, and neither Borrower nor any of its  Subsidiaries
is  a  party  to, or otherwise subject to any provision contained  in,  any
instrument  evidencing Indebtedness of Borrower or any of its Subsidiaries,
any   agreement  relating  thereto  or  any  other  contract  or  agreement
(including  its  charter) which limits the amount of, or otherwise  imposes
restrictions on the incurring of, Indebtedness of the type to be  evidenced
by  the Line of Credit Notes or contains dividend or redemption limitations
on  Common  Stock  of  Borrower,  except  for  this  Agreement,  Borrower's
Certificate  of  Incorporation and those matters listed  on  Schedule  5.14
attached hereto.

             Section 5.15.  Pollution and Other Regulations.

           (a)       Each of the Borrower and its Subsidiaries has complied
in  all material respects with all applicable Environmental Laws, including
without limitation, compliance with permits, licenses, standards, schedules
and  timetables,  and is not in violation of, and does not  presently  have
outstanding any liability under, has not been notified that it is or may be
liable  under  and  does not have knowledge of any liability  or  potential
liability  (including  any  liability relating  to  matters  set  forth  on
Schedule  5.15(a))  except  as  set forth on Schedule  5.15(a),  under  any
applicable  Environmental Law, including without limitation,  the  Resource
Conservation   and  Recovery  Act  of  1976,  as  amended   ("RCRA"),   the
Comprehensive  Environmental Response, Compensation and  Liability  Act  of
1980,  as  amended by the Superfund Amendments and Reauthorization  Act  of
1986  ("CERCLA"),  the  Federal Water Pollution  Control  Act,  as  amended
("FWPCA"),  the Federal Clean Air Act, as amended ("FCAA"), and  the  Toxic
Substance  Control  Act ("TSCA"), which violation, liability  or  potential
liability could reasonably be expected to have a Materially Adverse Effect.

           (b)       Neither  the Borrower nor any of its Subsidiaries  has
received  a  written  request  for  information  under  CERCLA,  any  other
Environmental  Laws or any comparable state law, or any  public  health  or
safety  or  welfare  law or written notice that any such  entity  has  been
identified  as  a  potential  responsible party  under  CERCLA,  and  other
Environmental  Laws, or any comparable state law, or any public  health  or
safety  or  welfare  law,  nor  has any such entity  received  any  written
notification that any Hazardous Substance that it or any of its  respective
predecessors   in   interest  has  generated,  stored,  treated,   handled,
transported,  or  disposed of, has been released or  is  threatened  to  be
released  at  any  site  at  which any Person  intends  to  conduct  or  is
conducting  a  remedial  investigation or  other  action  pursuant  to  any
applicable Environmental Law, or any other Environmental Laws.

           (c)       Each of the Borrower and its Subsidiaries has obtained
all  permits, licenses or other authorizations required for the conduct  of
their  respective  operations under all applicable Environmental  Laws  and
each such authorization is in full force and effect.

           (d)       Each of Borrower and its Subsidiaries complies in  all
material  respects  with  all  laws  and  regulations  relating  to   equal
employment opportunity and employee safety in all jurisdictions in which it
is  presently  doing business, and Borrower will use its  best  efforts  to
comply, and to cause each of its Subsidiaries to comply, with all such laws
and regulations which may be legally imposed in the future in jurisdictions
in which Borrower or any of its Subsidiaries may then be doing business.

           Section 5.16.  Possession of Franchises, Licenses, Etc.  Each of
Borrower  and  its  Subsidiaries  possesses all  franchises,  certificates,
licenses,  permits  and  other authorizations from  governmental  political
subdivisions  or regulatory authorities, free from burdensome restrictions,
that  are  necessary in any material respect for the ownership, maintenance
and operation of its properties and assets, and neither Borrower nor any of
its Subsidiaries is in violation of any thereof in any material respect.

              Section 5.17.   Patents,  Etc.   Each  of  Borrower  and  its
Subsidiaries owns or has the right to use all patents, trademarks,  service
marks,  trade  names,  copyrights, licenses and  other  rights,  free  from
burdensome  restrictions,  which are necessary for  the  operation  of  its
business  as  presently conducted.  Nothing has come to  the  attention  of
Borrower, any of its Subsidiaries or any of their respective directors  and
officers  to  the effect that (i) any product, process, method,  substance,
part or other material presently contemplated to be sold by or employed  by
Borrower  or  any of its Subsidiaries in connection with its  business  may
infringe  any  patent,  trademark, service  mark,  trade  name,  copyright,
license or other right owned by any other Person, (ii) there is pending  or
threatened any claim or litigation against or affecting Borrower or any  of
its  Subsidiaries  contesting its right to sell or use  any  such  product,
process,  method, substance, part or other material or (iii) there  is,  or
there is pending or proposed, any patent, invention, device, application or
principle  or  any statute, law, rule, regulation, standard or  code  which
would  prevent, inhibit or render obsolete the production or  sale  of  any
products  of,  or  substantially  reduce  the  projected  revenues  of,  or
otherwise materially adversely affect the business, condition or operations
of, Borrower or any of its Subsidiaries.

             Section 5.18.   Governmental Consent.  Neither the  nature  of
Borrower  or any of its Subsidiaries nor any of their respective businesses
or  properties, nor any relationship between Borrower and any other Person,
nor  any circumstance in connection with the execution and delivery of  the
Credit  Documents  and  the  consummation of the transactions  contemplated
thereby  is  such  as  to  require on behalf of  Borrower  or  any  of  its
Subsidiaries any consent, approval or other action by or any notice  to  or
filing  with any court or administrative or governmental body in connection
with the execution and delivery of this Agreement and the Credit Documents.

             Section 5.19.   Disclosure.  Neither this  Agreement  nor  the
Credit  Documents nor any other document, certificate or written  statement
furnished  to  Lenders by or on behalf of Borrower in  connection  herewith
contains  any  untrue  statement of a material fact or  omits  to  state  a
material fact necessary in order to make the statements contained herein or
therein  not  misleading.   There is no fact  peculiar  to  Borrower  which
materially  adversely affects or in the future may (so far as Borrower  can
now  foresee) materially adversely affect the business, property or assets,
financial  condition or prospects of Borrower which has not been set  forth
in  this  Agreement  or in the Credit Documents, certificates  and  written
statements  furnished to Lenders by or on behalf of Borrower prior  to  the
date hereof in connection with the transactions contemplated hereby.

           Section 5.20.  Insurance Coverage.  Each property of Borrower or
any  of its Subsidiaries is insured within terms acceptable to Lenders  for
the  benefit  of  Borrower or a Subsidiary of Borrower  in  amounts  deemed
adequate  by Borrower's management and no less than those amounts customary
in  the  industry  in which Borrower and its Subsidiaries  operate  against
risks  usually insured against by Persons operating businesses  similar  to
those  of  Borrower  or  its  Subsidiaries in  the  localities  where  such
properties are located.

             Section 5.21.  Labor Matters.  The Borrower and the Borrower's
Subsidiaries  have experienced no strikes, labor disputes,  slow  downs  or
work  stoppages  due  to  labor disagreements  which  have  had,  or  would
reasonably  be expected to have, a Materially Adverse Effect, and,  to  the
best knowledge of Borrower's executive officers, there are no such strikes,
disputes,  slow downs or work stoppages threatened against any Borrower  or
any  of  Borrower's  Subsidiaries.  The hours worked and  payment  made  to
employees  of  the Borrower and Borrower's Subsidiaries have  not  been  in
violation  in any material respect of the Fair Labor Standards Act  or  any
other applicable law dealing with such matters.  All payments due from  the
Borrower  and Borrower's Subsidiaries, or for which any claim may  be  made
against the Consolidated Companies, on account of wages and employee health
and  welfare  insurance and other benefits have been  paid  or  accrued  as
liabilities on the books of the Borrower and Borrower's Subsidiaries  where
the  failure to pay or accrue such liabilities would reasonably be expected
to have a Materially Adverse Effect.

            Section 5.22.  Intercompany Loans; Dividends.  The Intercompany
Loans  and the Intercompany Loan Documents, to the extent that they  exist,
have  been  duly  authorized and approved by all  necessary  corporate  and
shareholder  action on the part of the parties thereto, and constitute  the
legal,  valid  and binding obligations of the parties thereto,  enforceable
against  each of them in accordance with their respective terms, except  as
may  be  limited  by  applicable  bankruptcy,  insolvency,  reorganization,
moratorium, or similar laws affecting creditors' rights generally,  and  by
general  principles of equity.  There are no restrictions on the  power  of
any Consolidated Company to repay any Intercompany Loan or to pay dividends
on  the  capital  stock.  Intercompany Loans as of  the  Closing  Date  are
described in Schedule 5.22.

               Section 5.23.   Burdensome  Restrictions.    None   of   the
Consolidated Companies is a party to or bound by any Contractual Obligation
or Requirement of Law which has had or would reasonably be expected to have
a Materially Adverse Effect.

             Section 5.24.   Investment  Company  Act,  Etc.   Neither  the
Borrower  nor  any  of its Subsidiaries  is an "investment  company"  or  a
company  "controlled" by an "investment company" (as  each  of  the  quoted
terms  is  defined  or  used in the Investment  Company  Act  of  1940,  as
amended).   Neither the Borrower nor any of its Subsidiaries is subject  to
regulation  under  the  Public Utility Holding Company  Act  of  1935,  the
Federal  Power Act, or any foreign, federal or local statute or  regulation
limiting  its  ability to incur indebtedness for money borrowed,  guarantee
such  indebtedness,  or pledge its assets to secure such  indebtedness,  as
contemplated hereby or by any other Credit Document.

            Section 5.25.  Notice of Non-Compliance with Laws.  Neither the
Borrower  nor any of its Subsidiaries has received notice of any  violation
of  Law, statute, order, rule, regulation, or judgment entered by any court
that may reasonably be expected to have a Materially Adverse Effect.

             Section 5.26.   Year  2000  Issues.  Borrower  and  the  other
Consolidated Companies (i) are performing a comprehensive review  of  their
computers and software applications to identify the systems that  would  be
affected  by  Year  2000  Issues as such issues  pertain  to  the  computer
programs  and  systems of the Consolidated Companies, (ii) based  on  their
review  and  all  other information currently available  to  them,  do  not
reasonably anticipate that Year 2000 Issues will have a Materially  Adverse
Effect, and (iii) are in compliance with all laws, rules and regulations of
the Securities and Exchange Commission.


                                 ARTICLE VI

                           AFFIRMATIVE COVENANTS

          Borrower covenants and agrees that so long as it may borrow under
this Agreement or so long as any indebtedness remains outstanding under the
Line of Credit Notes that it will:

           Section 6.01.  Corporate Existence, Etc.  Preserve and maintain,
and  cause each of its Material Subsidiaries to preserve and maintain,  its
corporate existence, its material rights, franchises, and licenses, and its
material  patents  and  copyrights (for the  scheduled  duration  thereof),
trademarks, trade names, and service marks, necessary or desirable  in  the
normal conduct of its business, and its qualification to do business  as  a
foreign  corporation  in all jurisdictions where it  conducts  business  or
other activities making such qualification necessary, where the failure  to
do so would reasonably be expected to have a Materially Adverse Effect.

             Section 6.02.  Compliance with Laws, Etc.  Comply,  and  cause
each of its Subsidiaries to comply with all Requirements of Law (including,
without  limitation, the Environmental Laws, subject to the  exception  set
forth  in  Section  6.07(f) where the penalties, claims, fines,  and  other
liabilities  resulting from noncompliance with such Environmental  Laws  do
not  involve  amounts  in  excess  of $10,000,000  in  the  aggregate)  and
Contractual Obligations applicable to or binding on any of them  where  the
failure to comply with such Requirements of Law and Contractual Obligations
would reasonably be expected to have a Materially Adverse Effect.

           Section 6.03.  Payment of Taxes and Claims, Etc.  Pay, and cause
each   of  its  Subsidiaries  to  pay,  (i)  all  taxes,  assessments   and
governmental  charges imposed upon it or upon its property,  and  (ii)  all
claims   (including,  without  limitation,  claims  for  labor,  materials,
supplies  or  services)  which might, if unpaid, become  a  Lien  upon  its
property,  unless, in each case, the validity or amount  thereof  is  being
contested  in  good faith by appropriate proceedings and adequate  reserves
are maintained with respect thereto.

            Section 6.04.  Keeping of Books.  Keep, and cause each  of  its
Subsidiaries  to  keep,  proper  books of record  and  account,  containing
complete  and  accurate  entries  of all  their  respective  financial  and
business transactions.

            Section 6.05.  Visitation, Inspection, Etc.  Permit, and  cause
each   of   its   Subsidiaries  to  permit,  any  representative   of   the
Administrative  Agent  or  any  Lender to visit  and  inspect  any  of  its
property,  to  examine its books and records and to make  copies  and  take
extracts therefrom, and to discuss its affairs, finances and accounts  with
its   officers,  all  at  such  reasonable  times  and  as  often  as   the
Administrative Agent or such Lender may reasonably request after reasonable
prior notice to Borrower; provided, however, that at any time following the
occurrence and during the continuance of a Default or an Event of  Default,
no prior notice to Borrower shall be required.

             Section 6.06.  Insurance; Maintenance of Properties.

           (a)       Maintain  or  cause to be maintained with  financially
sound and reputable insurers, insurance with respect to its properties  and
business, and the properties and business of its Subsidiaries, against loss
or  damage  of the kinds customarily insured against by reputable companies
in  the same or similar businesses, such insurance to be of such types  and
in  such  amounts, including such self-insurance and deductible provisions,
as  is  customary for such companies under similar circumstances; provided,
however, that in any event Borrower shall use its best efforts to maintain,
or  cause  to  be maintained, insurance in amounts and with  coverages  not
materially less favorable to any Consolidated Company as in effect  on  the
date  of  this  Agreement,  except where  the  costs  of  maintaining  such
insurance  would,  in the judgment of both Borrower and the  Administrative
Agent, be excessive.

           (b)       Cause, and cause each of the Consolidated Companies to
cause, all properties used or useful in the conduct of its business  to  be
maintained  and  kept  in  good condition, repair  and  working  order  and
supplied  with  all  necessary equipment and will  cause  to  be  made  all
necessary  repairs,  renewals, replacements, settlements  and  improvements
thereof,  all as in the judgment of Borrower may be necessary so  that  the
business   carried  on  in  connection  therewith  may  be   properly   and
advantageously conducted at all times; provided, however, that  nothing  in
this  Section  shall prevent Borrower from discontinuing the  operation  or
maintenance  of  any  such  properties if such discontinuance  is,  in  the
judgment  of  Borrower, desirable in the conduct of  its  business  or  the
business of any Consolidated Company.

             Section 6.07.  Reporting Covenants.  Furnish to each Lender:

           (a)       Annual Financial Statements.  As soon as available and
in  any event within 95 days after the end of each fiscal year of Borrower,
balance  sheets of the Consolidated Companies as at the end of  such  year,
presented  on a consolidated basis, and the related statements  of  income,
shareholders' equity, and cash flows of the Consolidated Companies for such
fiscal year, presented on a consolidated basis, setting forth in each  case
in  comparative  form  the figures for the previous  fiscal  year,  all  in
reasonable detail and accompanied by a report thereon of independent public
accountants  of recognized national standing reasonably acceptable  to  the
Administrative Agent, which such report shall be unqualified  as  to  going
concern  and scope of audit and shall state that such financial  statements
present fairly in all material respects the financial condition as  at  the
end  of  such  fiscal  year on a consolidated basis,  and  the  results  of
operations  and statements of cash flows of the Consolidated Companies  for
such  fiscal year in accordance with GAAP and that the examination by  such
accountants  in connection with such consolidated financial statements  has
been made in accordance with generally accepted auditing standards;

           (b)       Quarterly Financial Statements.  As soon as  available
and  in  any  event within 60 days after the end of each fiscal quarter  of
Borrower  (other  than the fourth fiscal quarter), balance  sheets  of  the
Consolidated  Companies  as  at the end of  such  quarter  presented  on  a
consolidated  basis  and  the related statements of  income,  shareholders'
equity,  and  cash  flows  of the Consolidated Companies  for  such  fiscal
quarter and for the portion of Borrower's fiscal year ended at the  end  of
such  quarter, presented on a consolidated basis setting forth in each case
in  comparative  form  the figures for the corresponding  quarter  and  the
corresponding portion of Borrower's previous fiscal year, all in reasonable
detail and certified by the chief financial officer or principal accounting
officer  of Borrower that such financial statements fairly present  in  all
material respects the financial condition of the Consolidated Companies  as
at  the end of such fiscal quarter on a consolidated basis, and the results
of  operations  and statements of cash flows of the Consolidated  Companies
for  such  fiscal  quarter and such portion of Borrower's fiscal  year,  in
accordance with GAAP consistently applied (subject to normal year-end audit
adjustments and the absence of certain footnotes);

           (c)       No Default/Compliance Certificate.  Together with  the
financial statements required pursuant to subsections (a) and (b) above,  a
certificate  of  the  president,  chief  financial  officer  or   principal
accounting  officer of Borrower (the "Compliance Certificate") (i)  to  the
effect  that,  based  upon a review of the activities of  the  Consolidated
Companies and such financial statements during the period covered  thereby,
there exists no Event of Default and no Default under this Agreement, or if
there  exists  an Event of Default or a Default hereunder,  specifying  the
nature thereof and the proposed response thereto, and (ii) demonstrating in
reasonable  detail  compliance as at the end of such fiscal  year  or  such
fiscal quarter with Section 6.08 and Sections 7.01 through 7.04;

           (d)       Notice  of  Default.   Promptly  after  any  Executive
Officer  of Borrower has notice or knowledge of the occurrence of an  Event
of  Default  or a Default, a certificate of the chief financial officer  or
principal accounting officer of Borrower specifying the nature thereof  and
the proposed response thereto;

           (e)      Litigation.  Promptly after (i) the occurrence thereof,
notice of the institution of or any adverse development in any action, suit
or  proceeding or any governmental investigation or any arbitration, before
any  court or arbitrator or any governmental or administrative body, agency
or  official,  against any Consolidated Company, or any  material  property
thereof  which  might  have a Materially Adverse  Effect,  or  (ii)  actual
knowledge  thereof,  notice  of  the  threat  of  any  such  action,  suit,
proceeding, investigation or arbitration;

           (f)      Environmental Notices.  Promptly after receipt thereof,
notice  of any actual or alleged violation, or notice of any action,  claim
or  request  for information, either judicial or administrative,  from  any
governmental authority relating to any actual or alleged claim,  notice  of
potential  responsibility under or violation of any Environmental  Law,  or
any  actual or alleged spill, leak, disposal or other release of any waste,
petroleum  product,  or  hazardous waste  or  Hazardous  Substance  by  any
Consolidated  Company  which could result in penalties,  fines,  claims  or
other  liabilities  to  any Consolidated Company in amounts  in  excess  of
$5,000,000 individually or in the aggregate;

           (g)      ERISA.

                (i)  Promptly after the occurrence thereof with respect  to
     any  Plan  of any Consolidated Company or any ERISA Affiliate thereof,
     or  any  trust  established thereunder, notice of  (x)  a  "reportable
     event"  described in Section 4043 of ERISA and the regulations  issued
     from  time  to  time thereunder (other than a "reportable  event"  not
     subject  to  the provisions for 30-day notice to the PBGC  under  such
     regulations),  or  (y)  any  other  event  which  could  subject   any
     Consolidated Company to any tax, penalty or liability under Title I or
     Title IV of ERISA or Chapter 43 of the Tax Code, or any tax or penalty
     resulting from a loss of deduction under Sections 162, 404 or  419  of
     the Tax Code, where any such taxes, penalties or liabilities exceed or
     could exceed $1,000,000 in the aggregate;

                (ii)  Promptly  after such notice must be provided  to  the
     PBGC, or to a Plan participant, beneficiary or alternative payee,  any
     notice   required   under  Section  101(d),   302(f)(4),   303,   307,
     4041(b)(1)(A) or 4041(c)(1)(A) of ERISA or under Section 401(a)(29) or
     412  of  the  Tax  Code with respect to any Plan of  any  Consolidated
     Company or any ERISA Affiliate thereof;
     
               (iii)     Promptly after receipt, any notice received by any
     Consolidated  Company  or any ERISA Affiliate thereof  concerning  the
     intent of the PBGC or any other governmental authority to terminate  a
     Plan  of  such Company or ERISA Affiliate thereof which is subject  to
     Title  IV  of ERISA, to impose any liability on such Company or  ERISA
     Affiliate under Title IV of ERISA or Chapter 43 of the Tax Code;
     
                (iv) Upon the request of the Administrative Agent, promptly
     upon  the filing thereof with the Internal Revenue Service ("IRS")  or
     the  Department  of Labor ("DOL"), a copy of IRS Form 5500  or  annual
     report  for  each Plan of any Consolidated Company or ERISA  Affiliate
     thereof which is subject to Title IV of ERISA;
     
                (v)  Upon the request of the Administrative Agent, (A) true
     and  complete copies of any and all documents, government reports  and
     IRS  determination or opinion letters or rulings for any Plan  of  any
     Consolidated Company from the IRS, PBGC or DOL, (B) any reports  filed
     with  the  IRS, PBGC or DOL with respect to a Plan of the Consolidated
     Companies  or any ERISA Affiliate thereof, or (C) a current  statement
     of   withdrawal  liability  for  each  Multiemployer   Plan   of   any
     Consolidated Company or any ERISA Affiliate thereof;

           (h)      Liens.  Promptly upon any Consolidated Company becoming
aware  thereof, notice of the filing of any federal statutory Lien, tax  or
other  state  or  local government Lien or any other Lien  affecting  their
respective  properties,  other  than those  Liens  expressly  permitted  by
Section 7.02;

           (i)       Public Filings, Etc.  Promptly upon the filing thereof
or  otherwise  becoming  available, copies  of  all  financial  statements,
annual, quarterly and special reports, proxy statements and notices sent or
made available generally by Borrower to its public security holders, of all
regular   and   periodic  reports  and  all  registration  statements   and
prospectuses (other than registration statements filed on Form S-3  of  the
Securities  and  Exchange Commission regarding the issuance  of  restricted
stock  in  acquisitions), if any, filed by any of them with any  securities
exchange,  and  of all press releases and other statements  made  available
generally to the public containing material developments in the business or
financial condition of Borrower and the other Consolidated Companies;

           (j)       Accountants' Reports.  Promptly upon receipt  thereof,
copies  of  all  financial  statements of, and all  reports  submitted  by,
independent public accountants to Borrower in connection with each  annual,
interim, or special audit of Borrower's consolidated financial statements;

           (k)        Burdensome  Restrictions,  Etc.   Promptly  upon  the
existence  or occurrence thereof, notice of the existence or occurrence  of
(i)  any  Contractual Obligation or Requirement of Law described in Section
5.23,  (ii) failure of any Consolidated Company to hold in full  force  and
effect  those  material  trademarks, service marks, patents,  trade  names,
copyrights, licenses and similar rights necessary in the normal conduct  of
its  business,  and  (iii) any strike, labor dispute,  slow  down  or  work
stoppage as described in Section 5.21;

           (l)       New  Material Subsidiaries.  Simultaneously  with  the
delivery  of  each Compliance Certificate, a written list of  all  Material
Subsidiaries  formed,  acquired, or created from a transfer  of  assets  or
through  any other event, during the period commencing on the Closing  Date
and  ending  on  the  date  on  which the first Compliance  Certificate  is
delivered,  and  thereafter since the date of the most  recently  delivered
Compliance  Certificate; such written list shall include the name  of  each
new  Material Subsidiary, its state of incorporation, list of its  officers
and  any  other information that the Administrative Agent shall  reasonably
request.

           (m)        Intercompany  Asset  Transfers.   Promptly  upon  the
occurrence  thereof, notice of the transfer of any assets from Borrower  or
any  Guarantor to any other Consolidated Company that is not Borrower or  a
Guarantor (in any transaction or series of related transactions), excluding
sales  or  other  transfers of assets in the ordinary course  of  business,
where  the  Asset  Value  of  such assets is greater  than  $5,000,000  per
transfer;

           (n)       Year 2000 Issues.  Promptly upon any Executive Officer
of  Borrower  has  notice or knowledge thereof, notice  that  any  computer
programs and systems of the Consolidated Companies are subject to any  Year
2000  Issues that could reasonable be expected to have a Materially Adverse
Effect; and

           (o)       Other  Information.  With reasonable promptness,  such
other  information  about the Consolidated Companies as the  Administrative
Agent or any Lender may reasonably request from time to time.

               Section 6.08.   Financial Covenants.

           (a)       Fixed Charge Coverage Ratio.  Maintain as of the  last
day  of each fiscal quarter, a Fixed Charge Coverage Ratio of greater  than
1.50:1.0.

           (b)       Leverage Ratio.  Maintain as of the last day  of  each
fiscal quarter, a Leverage Ratio of less than or equal to 0.60:1.0.

           (c)       Minimum Net Worth.  Maintain a Consolidated Net  Worth
of not less than  (i) $425,000,000 plus (ii) 50% of Consolidated Net Income
(but not Loss) for each fiscal quarter ended after January 30, 1998 and  on
or prior to the date of determination.

           (d)       Dividends.   Not declare or pay any  dividend  on  its
capital  stock, or make any payment to purchase, redeem, retire or  acquire
any  of  its Subordinated Debt or capital stock or any option, warrant,  or
other right to acquire such Subordinated Debt or capital stock, other than:

            (i)  dividends payable solely in shares of capital stock; and

           (ii)  cash  dividends  declared and paid,  and  all  other  such
     payments made, after January 29, 1993, in an aggregate amount  at  any
     time  not  to exceed (x) $1,000,000, plus (y) 50% of Consolidated  Net
     Income  (or  minus  100%  of  Consolidated  Net  Loss)  earned  during
     Borrower's  fiscal year ended January 29, 1993, and  thereafter  (such
     period to be treated as one accounting period);
          
provided,  further,  however, no such dividend  or  other  payment  may  be
declared  or paid pursuant to clause (ii) above unless no Default or  Event
of  Default  exists  at the time of such declaration or payment,  or  would
exist as a result of such declaration or payment.

              Section 6.09.   Notices  Under  Certain  Other  Indebtedness.
Immediately   upon  its  receipt  thereof,  Borrower  shall   furnish   the
Administrative  Agent a copy of any notice received  by  it  or  any  other
Consolidated  Company  from the holder(s) of Indebtedness  referred  to  in
Section  7.01 (or from any trustee, agent, attorney, or other party  acting
on  behalf of such holder(s)) in an amount which, in the aggregate, exceeds
$5,000,000,  where  such  notice states or  claims  (i)  the  existence  or
occurrence  of  any  default  or  event of default  with  respect  to  such
Indebtedness  under the terms of any indenture, loan or  credit  agreement,
debenture,   note,   or  other  document  evidencing  or   governing   such
Indebtedness, or (ii) the existence or occurrence of any event or condition
which  requires or permits holder(s) of any Indebtedness to exercise rights
under  any  Change  in  Control Provision.  Borrower agrees  to  take  such
actions  as  may be necessary to require the holder(s) of any  Indebtedness
(or  any  trustee  or  agent acting on their behalf) incurred  pursuant  to
documents  executed  or amended and restated after  the  Closing  Date,  to
furnish  copies  of  all such notices directly to the Administrative  Agent
simultaneously  with  the  furnishing thereof to Borrower,  and  that  such
requirement  may  not  be altered or rescinded without  the  prior  written
consent of the Administrative Agent.

           Section 6.10.  Additional Guarantors.  Borrower shall cause each
new  Material  Subsidiary  reported to the  Administrative  Agent  and  the
Lenders  pursuant to Section 6.07(l) above to execute and  deliver  to  the
Administrative  Agent,  simultaneously with the report  given  pursuant  to
Section  6.07(l)  above, a supplement to the Guaranty  Agreement,  together
with  related  documents  of  the  kind  described  in  Section  4.01,   as
appropriate,  all in form and substance satisfactory to the  Administrative
Agent and the Required Lenders.

             Section 6.11.   Financial Statements; Fiscal  Year.   Borrower
shall  make  no  change in the dates of the fiscal year  now  employed  for
accounting and reporting purposes without the prior written consent of  the
Required Lenders, which consent shall not be unreasonably withheld.

           Section 6.12.  Ownership of Guarantors.  Borrower shall maintain
its  percentage  of  ownership  existing as  of  the  date  hereof  of  all
Guarantors, and shall not decrease its ownership percentage in each  Person
which  becomes a Guarantor after the date hereof, as such ownership  exists
at the time such Person becomes a Guarantor.



                                ARTICLE VII

                            NEGATIVE COVENANTS

           So  long  as  any  Line of Credit Commitment remains  in  effect
hereunder or any Line of Credit Note shall remain unpaid, Borrower will not
and will not permit any Subsidiary to:

           Section 7.01.  Indebtedness.  Create, incur, assume or suffer to
exist any Indebtedness, other than:
     
           (a)       Indebtedness  under this Agreement  or  the  Revolving
Credit Agreement;

           (b)      Indebtedness outstanding on the date hereof or pursuant
to  lines  of credit in effect on the date hereof and described on Schedule
7.01(b);

           (c)      purchase money Indebtedness to the extent secured by  a
Lien permitted by Section 7.02(b) provided such purchase money Indebtedness
does not exceed $20,000,000;

           (d)       unsecured current liabilities (other than  liabilities
for  borrowed money or liabilities evidenced by promissory notes, bonds  or
similar instruments) incurred in the ordinary course of business and either
(i) not more than 30 days past due, or (ii) being disputed in good faith by
appropriate   proceedings  with  reserves  for  such   disputed   liability
maintained in conformity with GAAP;
     
           (e)       any  Intercompany Loans; provided, however,  that  the
aggregate  principal  amount  of  all  Intercompany  Loans  made   to   any
Consolidated Companies that are not Guarantors shall not exceed  $5,000,000
in  the any one time outstanding unless otherwise agreed in writing by  the
Administrative Agent and the Required Lenders;

           (f)        other   Subordinated  Debt  in  form  and   substance
acceptable  to  the  Administrative Agent and  the  Required  Lenders,  and
evidenced by their written consent thereto; and

           (g)      other Indebtedness not to exceed $75,000,000 at any one
time outstanding.

           Section 7.02.   Liens.  Create, incur, assume or suffer to exist
any  Lien on any of its property now owned or hereafter acquired to  secure
any Indebtedness other than:

           (a)      Liens existing on the date hereof disclosed on Schedule
7.02;

           (b)      any Lien on any property securing Indebtedness incurred
or  assumed for the purpose of financing all or any part of the acquisition
cost  of such property and any refinancing thereof, provided that such Lien
does  not  extend  to  any other property, and provided  further  that  the
aggregate principal amount of Indebtedness secured by all such Liens at any
time does not exceed $20,000,000;

           (c)       Liens  for taxes not yet due, and Liens for  taxes  or
Liens  imposed  by  ERISA  which  are being  contested  in  good  faith  by
appropriate  proceedings and with respect to which  adequate  reserves  are
being maintained;

           (d)       Statutory  Liens of landlords and Liens  of  carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law created
in  the  ordinary course of business for amounts not yet due or  which  are
being  contested in good faith by appropriate proceedings and with  respect
to which adequate reserves are being maintained;

           (e)       Liens incurred or deposits made 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, surety and appeal bonds, bids,  leases,
government  contracts,  performance and  return-of-money  bonds  and  other
similar  obligations (exclusive of obligations for the payment of  borrowed
money); and

           (f)       Liens  (other than those permitted by  paragraphs  (a)
through (e) of this Section 7.02) encumbering assets having an Asset  Value
not greater than $20,000,000 in the aggregate at any one time.

             Section 7.03.   Mergers, Acquisitions, Sales, Etc.   Merge  or
consolidate  with  any  other  Person,  other  than  Borrower  or   another
Subsidiary, or sell, lease, or otherwise dispose of its accounts,  property
or  other  assets (including capital stock of Subsidiaries),  or  purchase,
lease  or  otherwise acquire all or any substantial portion of the property
or  assets (including capital stock) of any Person; provided, however, that
the  foregoing restrictions on asset sales shall not be applicable  to  (i)
sales  of  equipment  or other personal property being  replaced  by  other
equipment  or  other  personal property purchased as a capital  expenditure
item,  (ii)  sales  of  accounts receivable pursuant  to  a  securitization
program,  provided further that any program costs incurred by the  Borrower
in  pursuing such a program shall be considered interest under this  Credit
Agreement,  (iii)  other asset sales (including the stock of  Subsidiaries)
where, on the date of execution of a binding obligation to make such  asset
sale  (provided  that if the asset sale is not consummated within  six  (6)
months  of  such execution, then on the date of consummation of such  asset
sale rather than on the date of execution of such binding obligation),  the
Asset  Value  of asset sales occurring after the Closing Date, taking  into
account  the Asset Value of the proposed asset sale, would not  exceed  ten
percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date,
and  (iv)  sales of inventory in the ordinary course of business; provided,
further,  that  the foregoing restrictions on mergers shall  not  apply  to
mergers  involving Borrower and another entity, provided  Borrower  is  the
surviving entity, and mergers between a Subsidiary of Borrower and Borrower
or  between  Subsidiaries of Borrower provided that, in either  case,  upon
consummation  of  such mergers, Borrower is in compliance  with  the  other
provisions  hereof; provided, further, that the foregoing  restrictions  on
asset  purchases  shall not apply to asset purchases  by  Borrower  to  the
extent  that  (i)  after giving effect to such purchases,  Borrower  is  in
compliance  with  Section 7.04 hereof and (ii) the Board  of  Directors  or
other  governing  body  of  such Person whose  assets  or  stock  is  being
purchased  has  approved the terms of such acquisition; provided,  however,
that no transaction pursuant to clauses (i), (ii) or (iii) or the second or
third  provisos above shall be permitted if any Default or Event of Default
otherwise  exists at the time of such transaction or would otherwise  exist
as a result of such transaction.

            Section 7.04.  Investments, Loans, Etc.  Make, permit  or  hold
any   Investments  in  any  Person,  or  otherwise  acquire  or  hold   any
Subsidiaries, other than:

           (a)       Investments in Subsidiaries that are Guarantors  under
this  Agreement, whether such Subsidiaries are Guarantors  on  the  Closing
Date or become Guarantors in accordance with Section 6.10 after the Closing
Date;  provided, however, nothing in this Section 7.04 shall be  deemed  to
authorize an investment pursuant to this subsection (a) in any entity  that
is not a Subsidiary and a Guarantor prior to such investment;

           (b)        Investments   in  Subsidiaries,  other   than   those
Subsidiaries that are or become Guarantors under this Agreement, or persons
that  thereafter become Subsidiaries, in an aggregate amount not to  exceed
$25,000,000  unless  otherwise consented to  in  writing  by  the  Required
Lenders;

           (c)       Investments in other Persons that are not, and do  not
become,  Subsidiaries  in  an aggregate amount not  to  exceed  $25,000,000
unless otherwise consented to in writing by the Required Lenders;

           (d)       direct obligations of the United States of America  or
any  agency  thereof,  or obligations guaranteed by the  United  States  of
America or any agency thereof, in each case supported by the full faith and
credit  of  the United States of America and maturing within one year  from
the date of creation thereof;

           (e)      commercial paper maturing within one year from the date
of  creation thereof rated in the highest grade by a nationally  recognized
credit rating agency;

           (f)      time deposits maturing within one year from the date of
creation  thereof  with, including certificates of deposit  issued  by  any
Lender  and any office located in the United States of America of any  bank
or  trust company which is organized under the laws of the United States of
America  or  any  state thereof and has total assets aggregating  at  least
$500,000,000,   including  without  limitation,  any   such   deposits   in
Eurodollars issued by a foreign branch of any such bank or trust company;

           (g)       Investments made by Plans; and

           (h)       permitted  Intercompany Loans on terms and  conditions
acceptable to the Administrative Agent.

             Section 7.05.   Sale  and  Leaseback  Transactions.   Sell  or
transfer  any  property, real or personal, whether now owned  or  hereafter
acquired,  and  thereafter rent or lease such property  or  other  property
which  any Consolidated Company intends to use for substantially  the  same
purpose  or purposes as the property being sold or transferred,  except  to
the  extent  that the aggregate value of all such property sold and  leased
back does not exceed $5,000,000 at any one time.

             Section 7.06.  Transactions with Affiliates.

           (a)       Enter  into  any  material transaction  or  series  of
related  transactions which in the aggregate would be material, whether  or
not  in  the  ordinary  course  of business,  with  any  Affiliate  of  any
Consolidated  Company  (but  excluding  any  Affiliate  which  is  also   a
Consolidated Company), other than on terms and conditions substantially  as
favorable  to  such  Consolidated Company as  would  be  obtained  by  such
Consolidated  Company at the time in a comparable arm's-length  transaction
with a Person other than an Affiliate.

           (b)       Convey or transfer to any other Person (including  any
other Consolidated Company) any real property, buildings, or fixtures  used
in  the manufacturing or production operations of any Consolidated Company,
or  convey  or transfer to any other Consolidated Company any other  assets
(excluding conveyances or transfers in the ordinary course of business)  if
at  the time of such conveyance or transfer any Default or Event of Default
exists or would exist as a result of such conveyance or transfer.

             Section 7.07.  Optional Prepayments.  Directly or  indirectly,
prepay, purchase, redeem, retire, defease or otherwise acquire, or make any
optional  payment on account of any principal of, interest on,  or  premium
payable   in  connection  with  the  optional  prepayment,  redemption   or
retirement of, any of its Indebtedness, or give a notice of redemption with
respect to any such Indebtedness, or make any payment in violation  of  the
subordination provisions of any Subordinated Debt, except with  respect  to
(i) the Obligations under this Agreement and the Line of Credit Notes, (ii)
prepayments  of  Indebtedness  outstanding pursuant  to  revolving  credit,
overdraft and line of credit facilities permitted pursuant to Section 7.01,
(iii) Intercompany Loans made or outstanding pursuant to Section 7.01,  and
(iv)   Subordinated  Debt,  in  form  and  substance  acceptable   to   the
Administrative  Agent  and  the Required Lenders,  as  evidenced  by  their
written consent, issued to refinance existing Subordinated Debt.

             Section 7.08.   Changes in Business.  Enter into any  business
which  is  substantially  different from that presently  conducted  by  the
Consolidated  Companies taken as a whole except where the Investment  made,
and other funds expended or committed with respect to such business, do not
exceed $5,000,000 in each new business.

             Section 7.09.   ERISA.  Take or fail to take any  action  with
respect  to  any Plan of any Consolidated Company or, with respect  to  its
ERISA  Affiliates, any Plans which are subject to Title IV of ERISA  or  to
continuation health care requirements for group health plans under the  Tax
Code,  including  without limitation (i) establishing any such  Plan,  (ii)
amending  any  such Plan (except where required to comply  with  applicable
law),  (iii)  terminating  or  withdrawing from  any  such  Plan,  or  (iv)
incurring an amount of unfunded benefit liabilities, as defined in  Section
4001(a)(18) of ERISA, or any withdrawal liability under Title IV  of  ERISA
with respect to any such Plan, without first obtaining the written approval
of the Administrative Agent and the Required Lenders, where such actions or
failures could result in a Materially Adverse Effect.

           Section 7.10.  Additional Negative Pledges.  Create or otherwise
cause  or suffer to exist or become effective, directly or indirectly,  any
prohibition  or restriction on the creation or existence of any  Lien  upon
any asset of any Consolidated Company, other than pursuant to (i) the terms
of  any  agreement,  instrument or other document  pursuant  to  which  any
Indebtedness  permitted  by  Section 7.01(a) or  (b)  is  incurred  by  any
Consolidated  Company, so long as such prohibition or  restriction  applies
only to the property or asset being financed by such Indebtedness, and (ii)
any  requirement  of  applicable  law or any  regulatory  authority  having
jurisdiction over any of the Consolidated Companies.

             Section 7.11.   Limitation on Payment  Restrictions  Affecting
Consolidated Companies.  Create or otherwise cause or suffer  to  exist  or
become  effective, any consensual encumbrance or restriction on the ability
of  any  Consolidated  Company  to (i) pay  dividends  or  make  any  other
distributions  on  such  Consolidated Company's  stock,  or  (ii)  pay  any
indebtedness owed to Borrower or any other Consolidated Company,  or  (iii)
transfer  any  of  its  property  or  assets  to  Borrower  or  any   other
Consolidated  Company,  except any consensual  encumbrance  or  restriction
existing under the Credit Documents or under the Revolving Credit Agreement
and related documents.

             Section 7.12.  Actions Under Certain Documents.   Without  the
prior written consent of the Administrative Agent (which consent shall  not
be  unreasonably withheld), modify, amend, cancel or rescind any agreements
or  documents  evidencing  or governing Subordinated  Debt  or  the  senior
Indebtedness permitted pursuant to Section 7.01 hereof, or make  demand  of
payment  or  accept payment on any Intercompany Loans permitted by  Section
7.01,  except that current interest accrued thereon as of the date of  this
Agreement  and all interest subsequently accruing thereon (whether  or  not
paid  currently)  may  be paid unless a Default or  Event  of  Default  has
occurred and is continuing.


                               ARTICLE VIII 

                             EVENTS OF DEFAULT

           Upon  the  occurrence and during the continuance of any  of  the
following specified events (each an "Event of Default"):

            Section 8.01.  Payments.  Borrower shall fail to make  promptly
when  due  (including,  without limitation, by  mandatory  prepayment)  any
principal  payment  with respect to the Line of Credit Loans,  or  Borrower
shall fail to make within five (5) Business Days after the due date thereof
any payment of interest, fee or other amount payable hereunder;

           Section 8.02.  Covenants Without Notice.  Borrower shall fail to
observe  or  perform any covenant or agreement contained in Sections  6.07,
6.08, 6.11, and Article VII;

            Section 8.03.  Other Covenants.  Borrower shall fail to observe
or  perform  any  covenant or agreement contained in this Agreement,  other
than  those referred to in Sections 8.01 and 8.02, and, if capable of being
remedied,  such  failure shall remain unremedied  for  30  days  after  the
earlier  of  (i)  Borrower's obtaining knowledge thereof, or  (ii)  written
notice  thereof  shall  have been given to Borrower by  the  Administrative
Agent or any Lender;

            Section 8.04.  Representations.  Any representation or warranty
made  or deemed to be made by Borrower or any other Credit Party or by  any
of  its  officers  under  this  Agreement  or  any  other  Credit  Document
(including  the  Schedules attached thereto), or any certificate  or  other
document  submitted to the Administrative Agent or the Lenders by any  such
Person  pursuant  to  the  terms  of this Agreement  or  any  other  Credit
Document, shall be incorrect in any material respect when made or deemed to
be made or submitted;

              Section 8.05.   Non-Payments  of  Other  Indebtedness.    Any
Consolidated  Company  shall  fail to make  when  due  (whether  at  stated
maturity, by acceleration, on demand or otherwise, and after giving  effect
to  any applicable grace period) any payment of principal of or interest on
any  Indebtedness (other than the Obligations) exceeding $5,000,000 in  the
aggregate including, without limitation, indebtedness outstanding under the
Revolving Credit Agreement;

               Section 8.06.    Defaults  Under  Other   Agreements.    Any
Consolidated Company shall fail to observe or perform within any applicable
grace  period  any covenants or agreements contained in any  agreements  or
instruments relating to any of its Indebtedness exceeding $5,000,000 in the
aggregate including, without limitation, indebtedness outstanding under the
Revolving Credit Agreement, or any other event shall occur if the effect of
such  failure or other event is to accelerate, or to permit the  holder  of
such  Indebtedness or any other Person to accelerate, the maturity of  such
Indebtedness;  or  any such Indebtedness shall be required  to  be  prepaid
(other  than by a regularly scheduled required prepayment) in whole  or  in
part prior to its stated maturity;

             Section 8.07.  Bankruptcy.  Borrower or any other Consolidated
Company  shall  commence  a  voluntary case  concerning  itself  under  the
Bankruptcy Code or an involuntary case for bankruptcy is commenced  against
any  Consolidated  Company and the petition is not controverted  within  10
days,  or is not dismissed within 60 days, after commencement of the  case;
or  a  custodian (as defined in the Bankruptcy Code) is appointed  for,  or
takes  charge  of,  all  or any substantial part of  the  property  of  any
Consolidated Company; or any Consolidated Company commences proceedings  of
its  own bankruptcy or to be granted a suspension of payments or any  other
proceeding  under  any  reorganization, arrangement,  adjustment  of  debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of
any  jurisdiction,  whether now or hereafter in  effect,  relating  to  any
Consolidated Company or there is commenced against any Consolidated Company
any  such proceeding which remains undismissed for a period of 60 days;  or
any Consolidated Company is adjudicated insolvent or bankrupt; or any order
of  relief or other order approving any such case or proceeding is entered;
or any Consolidated Company suffers any appointment of any custodian or the
like   for  it  or  any  substantial  part  of  its  property  to  continue
undischarged  or  unstayed  for a period of 60 days;  or  any  Consolidated
Company  makes  a general assignment for the benefit of creditors;  or  any
Consolidated Company shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay, its debts generally as they become due;  or
any  Consolidated Company shall call a meeting of its creditors with a view
to  arranging a composition or adjustment of its debts; or any Consolidated
Company  shall  by  any  act  or failure to act indicate  its  consent  to,
approval  of  or  acquiescence in any of the foregoing;  or  any  corporate
action  is  taken by any Consolidated Company for the purpose of  effecting
any of the foregoing;

             Section 8.08.  ERISA.  A Plan of a Consolidated Company  or  a
Plan subject to Title IV of ERISA of any of its ERISA Affiliates:

               (i)   shall fail to be funded in accordance with the minimum
               funding  standard required by applicable law, the  terms  of
               such  Plan,  Section 412 of the Tax Code or Section  302  of
               ERISA  for  any  plan year or a waiver of such  standard  is
               sought or granted with respect to such Plan under applicable
               law,  the terms of such Plan or Section 412 of the Tax  Code
               or Section 303 of ERISA; or

                     (ii)  is being, or has been, terminated or the subject
               of termination proceedings under applicable law or the terms
               of such Plan; or
               
                     (iii)      shall  require  a Consolidated  Company  to
               provide  security under applicable law, the  terms  of  such
               Plan,  Section 401 or 412 of the Tax Code or Section 306  or
               307 of ERISA; or

                     (iv)  results in a liability to a Consolidated Company
               under applicable law, the terms of such Plan, or Title IV of
               ERISA;

and  there shall result from any such failure, waiver, termination or other
event  a  liability  to  the PBGC or a Plan that would  have  a  Materially
Adverse Effect;

             Section 8.09.   Money Judgment.  A judgment or order  for  the
payment  of  money in excess of $5,000,000 or otherwise having a Materially
Adverse Effect shall be rendered against Borrower or any other Consolidated
Company and such judgment or order shall continue unsatisfied (in the  case
of  a  money  judgment) and in effect for a period of 30 days during  which
execution shall not be effectively stayed or deferred (whether by action of
a court, by agreement or otherwise);

           Section 8.10.  Ownership of Credit Parties and Pledged Entities.
If  Borrower  shall  at  any  time fail to own  and  control  the  required
percentage  of  the  voting  stock of any  Guarantor,  either  directly  or
indirectly through a wholly-owned Subsidiary of Borrower;

            Section 8.11.  Change in Control of Borrower.  (a) Any "person"
or  "group"  (within  the meaning of Sections 13(d)  and  14(d)(2)  of  the
Exchange  Act),  other than the Hughes Family shall become the  "beneficial
owner(s)" (as defined in said Rule 13d-3) of more than twenty-five  percent
(25%) of the shares of the outstanding common stock of Borrower entitled to
vote  for  members of Borrower's board of directors, or (b)  any  event  or
condition  shall occur or exist which, pursuant to the terms of any  change
in  control provision, requires or permits the holder(s) of Indebtedness of
any  Consolidated  Company to require that such Indebtedness  be  redeemed,
repurchased,  defeased, prepaid or repaid, in whole  or  in  part,  or  the
maturity of such Indebtedness to be accelerated in any respect;

             Section 8.12.   Default Under Other Credit  Documents.   There
shall exist or occur any "Event of Default" as provided under the terms  of
any  other  Credit Document, or any Credit Document ceases to  be  in  full
force  and  effect or the validity or enforceability thereof is disaffirmed
by or on behalf of Borrower or any other Credit Party, or at any time it is
or  becomes  unlawful for Borrower or any other Credit Party to perform  or
comply  with  its obligations under any Credit Document, or the obligations
of  Borrower or any other Credit Party under any Credit Document are not or
cease to be legal, valid and binding on Borrower or any such Credit Party;

             Section 8.13.   Attachments.  An attachment or similar  action
shall  be  made  on or taken against any of the assets of any  Consolidated
Company  with an Asset Value exceeding $5,000,000 in aggregate and  is  not
removed, suspended or enjoined within 60 days of the same being made or any
suspension or injunction being lifted;

then,  and  in any such event, and at any time thereafter if any  Event  of
Default  shall then be continuing, the Administrative Agent may,  and  upon
the  written  or telex request of the Required Lenders, shall,  by  written
notice  to  Borrower,  take  any or all of the following  actions,  without
prejudice  to  the rights of the Administrative Agent, any  Lender  or  the
holder of any Line of Credit Note to enforce its claims against Borrower or
any  other  Credit  Party:  (i)  declare all  Line  of  Credit  Commitments
terminated,  whereupon the Line of Credit Commitments of each Lender  shall
terminate  immediately  and Fees shall forthwith  become  due  and  payable
without any other notice of any kind; and (ii) declare the principal of and
any accrued interest on the Line of Credit Loans, and all other Obligations
owing hereunder, to be, whereupon the same shall become, forthwith due  and
payable  without presentment, demand, protest or other notice of any  kind,
all of which are hereby waived by Borrower; provided, that, if an Event  of
Default specified in Section 8.07 shall occur, the result which would occur
upon the giving of written notice by the Administrative Agent to any Credit
Party,   as   specified  in  clauses  (i)  and  (ii)  above,  shall   occur
automatically without the giving of any such notice.


                                ARTICLE IX

                                THE AGENTS

           Section 9.01.  Appointment of Administrative Agent.  Each Lender
hereby  designates SunTrust Bank, Central Florida, National Association  as
the "Administrative Agent" to administer all matters concerning the Line of
Credit   Loans  and  to  act  as  herein  specified.   Each  Lender  hereby
irrevocably authorizes, and each holder of any Line of Credit Note  by  the
acceptance  of  a  Line  of  Credit Note shall  be  deemed  irrevocably  to
authorize,  the  Administrative Agent to take such actions  on  its  behalf
under the provisions of this Agreement, the other Credit Documents, and all
other  instruments  and agreements referred to herein or  therein,  and  to
exercise such powers and to perform such duties hereunder and thereunder as
are  specifically delegated to or required of the Administrative  Agent  by
the  terms  hereof  and  thereof and such other powers  as  are  reasonably
incidental thereto.  The Administrative Agent may perform any of its duties
hereunder  by or through its agents or employees.  The provisions  of  this
Section  9.01 are solely for the benefit of the Administrative  Agent,  and
Borrower and the other Consolidated Companies shall not have any rights  as
third  party beneficiaries of any of the provisions hereof.  In  performing
its  functions  and  duties under this Agreement, the Administrative  Agent
shall act solely as agent of the Lenders and does not assume and shall  not
be deemed to have assumed any obligations towards or relationship of agency
or trust with or for the Borrower and the other Consolidated Companies.

             Section 9.02.  Nature of Duties of Administrative Agent.   The
Administrative Agent shall have no duties or responsibilities except  those
expressly  set  forth  in  this Agreement and the other  Credit  Documents.
Neither  the  Administrative  Agent nor any  of  its  officers,  directors,
employees or agents shall be liable for any action taken or omitted  by  it
as  such hereunder or in connection herewith, unless caused by its or their
gross  negligence or willful misconduct.  The duties of the  Administrative
Agent shall be ministerial and administrative in nature; the Administrative
Agent  shall  not have by reason of this Agreement a fiduciary relationship
in  respect  of  any  Lender;  and nothing in this  Agreement,  express  or
implied,  is  intended to or shall be so construed as to  impose  upon  the
Administrative  Agent any obligations in respect of this Agreement  or  the
other Credit Documents except as expressly set forth herein.

             Section 9.03.  Lack of Reliance on the Administrative Agent.

           (a)        Independently   and   without   reliance   upon   the
Administrative Agent, each Lender, to the extent it deems appropriate,  has
made  and  shall continue to make (i) its own independent investigation  of
the  financial  condition and affairs of the Credit Parties  in  connection
with  the  taking or not taking of any action in connection  herewith,  and
(ii)  its own appraisal of the creditworthiness of the Credit Parties, and,
except  as  expressly provided in this Agreement, the Administrative  Agent
shall  have  no duty or responsibility, either initially or on a continuing
basis,  to  provide  any Lender with any credit or other  information  with
respect  thereto, whether coming into its possession before the  making  of
the Line of Credit Loans or at any time or times thereafter.

           (b)       The  Administrative Agent shall not be responsible  to
any  Lender  for any recitals, statements, information, representations  or
warranties  herein  or  in  any  document,  certificate  or  other  writing
delivered  in  connection  herewith or for  the  execution,  effectiveness,
genuineness,   validity,   enforceability,  collectibility,   priority   or
sufficiency  of  this  Agreement, the Line of Credit  Notes,  the  Guaranty
Agreement,  or any other documents contemplated hereby or thereby,  or  the
financial  condition  of the Credit Parties, or be  required  to  make  any
inquiry  concerning  either the performance or observance  of  any  of  the
terms,  provisions  or conditions of this Agreement,  the  Line  of  Credit
Notes,  the Guaranty Agreement, or the other documents contemplated  hereby
or  thereby,  or  the  financial condition of the Credit  Parties,  or  the
existence  or  possible  existence of any  Default  or  Event  of  Default;
provided,  however, to the extent that the Administrative  Agent  has  been
advised  that a Lender has not received any information formally  delivered
to  the  Administrative Agent pursuant to Section 6.07, the  Administrative
Agent  shall  deliver  or cause to be delivered such  information  to  such
Lender.

            Section 9.04.  Certain Rights of the Administrative Agent.   If
the  Administrative  Agent  shall request instructions  from  the  Required
Lenders  with  respect to any action or actions (including the  failure  to
act)  in connection with this Agreement, the Administrative Agent shall  be
entitled to refrain from such act or taking such act, unless and until  the
Administrative  Agent shall have received instructions  from  the  Required
Lenders;  and  the  Administrative Agent shall not incur liability  in  any
Person  by  reason  of so refraining.  Without limiting the  foregoing,  no
Lender shall have any right of action whatsoever against the Administrative
Agent  as  a  result of the Administrative Agent acting or refraining  from
acting  hereunder  in  accordance with the  instructions  of  the  Required
Lenders.

               Section 9.05.   Reliance  by  Administrative   Agent.    The
Administrative  Agent  shall  be entitled  to  rely,  and  shall  be  fully
protected   in  relying,  upon  any  note,  writing,  resolution,   notice,
statement, certificate, telex, teletype or telecopier message, cable  gram,
radiogram,  order  or  other  documentary,  teletransmission  or  telephone
message  believed by it to be genuine and correct and to have been  signed,
sent  or  made by the proper Person.  The Administrative Agent may  consult
with  legal  counsel (including counsel for any Credit Party),  independent
public accountants and other experts selected by it and shall not be liable
for  any  action  taken  or omitted to be taken by  it  in  good  faith  in
accordance with the advice of such counsel, accountants or experts.

            Section 9.06.  Indemnification of Administrative Agent.  To the
extent  the Administrative Agent is not reimbursed and indemnified  by  the
Credit Parties, each Lender will reimburse and indemnify the Administrative
Agent,  ratably according to the respective amounts of the Line  of  Credit
Loans  outstanding under all Facilities (or if no amounts are  outstanding,
ratably in accordance with the Total Commitments), in either case, for  and
against  any and all liabilities, obligations, losses, damages,  penalties,
actions,  judgments,  suits, costs, expenses (including  counsel  fees  and
disbursements) or disbursements of any kind or nature whatsoever which  may
be  imposed on, incurred by or asserted against the Administrative Agent in
performing its duties hereunder, in any way relating to or arising  out  of
this Agreement or the other Credit Documents; provided that no Lender shall
be  liable to the Administrative Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,  costs,
expenses  or disbursements resulting from the Administrative Agent's  gross
negligence or willful misconduct.

             Section 9.07.   The  Administrative Agent  in  Its  Individual
Capacity.  With respect to its obligation to lend under this Agreement, the
Line of Credit Loans made by it and the Line of Credit Notes issued to  it,
the Administrative Agent shall have the same rights and powers hereunder as
any  other  Lender or holder of a Line of Credit Note and may exercise  the
same as though it were not performing the duties specified herein; and  the
terms "Lenders", "Required Lenders", "holders of Line of Credit Notes",  or
any  similar  terms shall, unless the context clearly otherwise  indicates,
include   the  Administrative  Agent  in  its  individual  capacity.    The
Administrative Agent may accept deposits from, lend money to, and generally
engage  in any kind of banking, trust, financial advisory or other business
with  the  Consolidated  Companies or any  affiliate  of  the  Consolidated
Companies as if it were not performing the duties specified herein, and may
accept  fees  and other consideration from the Consolidated  Companies  for
services in connection with this Agreement and otherwise without having  to
account for the same to the Lenders.

               Section 9.08.   Holders  of  Line  of  Credit  Notes.    The
Administrative  Agent may deem and treat the payee of any  Line  of  Credit
Note  as  the  owner  thereof for all purposes hereof unless  and  until  a
written notice of the assignment or transfer thereof shall have been  filed
with  the Administrative Agent.  Any request, authority or consent  of  any
Person who, at the time of making such request or giving such authority  or
consent,  is the holder of any Line of Credit Note shall be conclusive  and
binding  on any subsequent holder, transferee or assignee of such  Line  of
Credit  Note  or  of  any Line of Credit Note or Notes issued  in  exchange
therefor.

             Section 9.09.  Successor Administrative Agent.

           (a)       The  Administrative Agent may resign at  any  time  by
giving  written  notice  thereof to the Lenders and  Borrower  and  may  be
removed  at  any  time  with  or without cause  by  the  Required  Lenders;
provided,  however, the Administrative Agent may not resign or  be  removed
until  a  successor Administrative Agent has been appointed and shall  have
accepted  such  appointment.   Upon any such resignation  or  removal,  the
Required Lenders shall have the right to appoint a successor Administrative
Agent subject to Borrower's prior written approval, so long as no Event  of
Default  has  occurred  and  is continuing,  which  approval  will  not  be
unreasonably  withheld.  If no successor Administrative  Agent  shall  have
been  so  appointed by the Required Lenders, and shall have  accepted  such
appointment,  within  30  days  after the retiring  Administrative  Agent's
giving  of  notice of resignation or the Required Lenders' removal  of  the
retiring Administrative Agent, then the retiring Administrative Agent  may,
on  behalf of the Lenders, appoint a successor Administrative Agent subject
to Borrower's prior written approval, which shall be a bank which maintains
an  office  in the United States of America, or a commercial bank organized
under the laws of the United States of America or any State thereof, or any
Affiliate of such bank, having a combined capital and surplus of  at  least
$100,000,000.  If at any time SunTrust Bank, Central Florida is removed  as
a  Lender,  SunTrust Bank, Central Florida shall simultaneously  resign  as
Administrative Agent.

           (b)        Upon  the  acceptance  of  any  appointment  as   the
Administrative  Agent hereunder by a successor Administrative  Agent,  such
successor Administrative Agent shall thereupon succeed to and become vested
with  all  the  rights,  powers, privileges  and  duties  of  the  retiring
Administrative  Agent,  and  the  retiring Administrative  Agent  shall  be
discharged from its duties and obligations under this Agreement.  After any
retiring  Administrative  Agent's  resignation  or  removal  hereunder   as
Administrative Agent, the provisions of this Article IX shall inure to  its
benefit as to any actions taken or omitted to be taken by it while  it  was
an Administrative Agent under this Agreement.

             Section 9.10.   Documentation Agent.  Each  Lender  designates
First  Union  National  Bank as Documentation Agent  and  agrees  that  the
Documentation Agent shall have no duties or obligations hereunder.

             Section 9.11.   Syndication  Agent.   Each  Lender  designates
NationsBank,  N.A.  as  Syndication Agent and agrees that  the  Syndication
Agent shall have no duties or obligations hereunder.

             Section 9.12.   Co-Agent.  Each Lender  designates  SouthTrust
Bank,  National Association as Co-Agent and agrees that the Co-Agent  shall
have no duties or obligations hereunder.


                                 ARTICLE X

                               MISCELLANEOUS


            Section 10.01.   Notices.   All  notices,  requests  and  other
communications  to any party hereunder shall be in writing (including  bank
wire, telex, telecopy or similar teletransmission or writing) and shall  be
given  to  such party at its address or applicable teletransmission  number
set  forth  on  the  signature  pages hereof,  or  such  other  address  or
applicable  teletransmission number as such party may hereafter specify  by
notice to the Administrative Agent and Borrower.  Each such notice, request
or  other communication shall be effective (i) if given by telex, when such
telex is transmitted to the telex number specified in this Section and  the
appropriate  answerback is received, (ii) if given by mail, 72 hours  after
such  communication  is  deposited in the mails with  first  class  postage
prepaid,  addressed  as aforesaid, (iii) if given by  telecopy,  when  such
telecopy  is  transmitted to the telecopy number specified in this  Section
and the appropriate confirmation is received, or (iv) if given by any other
means  (including, without limitation, by air courier), when  delivered  or
received at the address specified in this Section; provided that notices to
the Administrative Agent shall not be effective until received.

           Section 10.02.  Amendments, Etc.  No amendment or waiver of  any
provision  of this Agreement or the other Credit Documents, nor consent  to
any  departure  by  any  Credit Party therefrom,  shall  in  any  event  be
effective  unless the same shall be in writing and signed by  the  Required
Lenders,  and then such waiver or consent shall be effective  only  in  the
specific  instance and for the specific purpose for which  given;  provided
that no amendment, waiver or consent shall, unless in writing and signed by
all  the  Lenders do any of the following: (i) waive any of the  conditions
specified  in  Section  4.01  or 4.02, (ii) increase  the  Line  of  Credit
Commitments  or  other  contractual  obligations  to  Borrower  under  this
Agreement,  (iii)  reduce the principal of, or interest  on,  the  Line  of
Credit  Notes or any fees hereunder, (iv) postpone any date fixed  for  the
payment  in  respect of principal of, or interest on, the  Line  of  Credit
Notes  or  any  fees hereunder, (v) change the percentage of  the  Line  of
Credit Commitments or of the aggregate unpaid principal amount of the  Line
of  Credit  Notes,  or  the number or identity of Lenders  which  shall  be
required  for  the  Lenders or any of them to take  any  action  hereunder,
(vi)  release  any  Guarantor  from  its  obligations  under  any  Guaranty
Agreement,   (vii)  modify  the  definition  of  "Required   Lenders,"   or
(viii)  modify  this  Section  10.02.  Notwithstanding  the  foregoing,  no
amendment,  waiver or consent shall, unless in writing and  signed  by  the
Administrative  Agent  in addition to the Lenders required  hereinabove  to
take  such action, affect the rights or duties of the Administrative  Agent
under this Agreement or under any other Credit Document.

            Section 10.03.  No Waiver; Remedies Cumulative.  No failure  or
delay on the part of the Administrative Agent, any Lender or any holder  of
a  Line of Credit Note in exercising any right or remedy hereunder or under
any  other  Credit  Document, and no course of dealing between  any  Credit
Party and the Administrative Agent, any Lender or the holder of any Line of
Credit  Note  shall operate as a waiver thereof, nor shall  any  single  or
partial exercise of any right or remedy hereunder or under any other Credit
Document preclude any other or further exercise thereof or the exercise  of
any other right or remedy hereunder or thereunder.  The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies  which the Administrative Agent, any Lender or the holder  of  any
Line  of Credit Note would otherwise have.  No notice to or demand  on  any
Credit  Party not required hereunder or under any other Credit Document  in
any  case shall entitle any 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, the Lenders or the holder of any  Line
of  Credit Note to any other or further action in any circumstances without
notice or demand.

             Section 10.04.  Payment of Expenses, Etc.  Borrower shall:

          (i)    whether  or  not the transactions hereby contemplated  are
     consummated, pay all reasonable, out-of-pocket costs and  expenses  of
     the  Administrative Agent in the administration (both before and after
     the  execution  hereof  and  including  reasonable  expenses  actually
     incurred relating to advice of counsel as to the rights and duties  of
     the Administrative Agent and the Lenders with respect thereto) of, and
     in  connection  with  the  preparation,  execution  and  delivery  of,
     preservation of rights under, enforcement of, and, after a Default  or
     Event of Default, refinancing, renegotiation or restructuring of, this
     Agreement  and  the  other  Credit Documents  and  the  documents  and
     instruments referred to therein, and any amendment, waiver or  consent
     relating  thereto (including, without limitation, the reasonable  fees
     actually  incurred and disbursements of counsel for the Administrative
     Agent), and in the case of enforcement of this Agreement or any Credit
     Document after an Event of Default, all such reasonable, out-of-pocket
     costs and expenses (including, without limitation, the reasonable fees
     actually  incurred  and  disbursements of counsel),  for  any  of  the
     Lenders;

         (ii)    subject,  in the case of certain Taxes, to the  applicable
     provisions  of  Section  3.07(b), pay and hold  each  of  the  Lenders
     harmless  from  and  against  any and all present  and  future  stamp,
     documentary,  and other similar Taxes with respect to this  Agreement,
     the  Line  of  Credit  Notes  and  any  other  Credit  Documents,  any
     collateral described therein, or any payments due thereunder, and save
     each  Lender  harmless from and against any and all  liabilities  with
     respect to or resulting from any delay or omission to pay such  Taxes;
     and

        (iii)    indemnified the Administrative Agent  and each Lender  and
     each  director, officer, employee, affiliate and agent thereof  (each,
     an  "Indemnitee")  from, and hold each of them harmless  against,  and
     reimburse  each  Indemnitee, upon its demand, for any losses,  claims,
     damages,  liabilities or other expenses ("Losses")  incurred  by  such
     Indemnitee  insofar as such Losses arise out of  or  are  in  any  way
     related to or result from this Agreement, the Line of Credit Notes  or
     any   other  Credit  Documents  or  the  financing  provided   hereby,
     including, without limitation, Losses arising in connection  with  any
     legal proceeding relating to any of the foregoing (whether or not such
     Indemnitee is a party thereto) and the reasonable attorneys  fees  and
     expenses actually incurred in connection therewith; provided, however,
     that  the  foregoing shall not apply to any Losses resulting from  the
     gross negligence or willful misconduct of such Indemnitee;

         (iv)    without  limiting the indemnities set forth in  subsection
     (iii)  above,  indemnify each Indemnitee for any and all expenses  and
     costs  (including  without  limitation, remedial,  removal,  response,
     abatement,  cleanup,  investigative, closure  and  monitoring  costs),
     losses,  claims  (including claims for contribution or  indemnity  and
     including the cost of investigating or defending any claim and whether
     or not such claim is ultimately defeated, and whether such claim arose
     before,  during  or  after  any Credit Party's  ownership,  operation,
     possession  or  control  of its business, property  or  facilities  or
     before,  on  or after the date hereof, and including also any  amounts
     paid  incidental to any compromise or settlement by the Indemnitee  or
     Indemnitees  to the holders of any such claim), lawsuits, liabilities,
     obligations,  actions, judgments, suits, disbursements,  encumbrances,
     liens, damages (including without limitation damages for contamination
     or  destruction of natural resources), penalties and fines of any kind
     or  nature  whatsoever (including without limitation in all cases  the
     reasonable fees actually incurred, other charges and disbursements  of
     counsel  in  connection therewith) incurred, suffered or sustained  by
     that Indemnitee based upon, arising under or relating to Environmental
     Laws based on, arising out of or relating to in whole or in part,  the
     existence  or  exercise of any rights or remedies  by  any  Indemnitee
     under  this  Agreement,  any  other Credit  Document  or  any  related
     documents (but excluding those incurred, suffered or sustained by  any
     Indemnitee  as  a result of any action taken by or on  behalf  of  the
     Lenders  with  respect to any Subsidiary of Borrower  (or  the  assets
     thereof) owned or controlled by the Lenders.

If  and  to the extent that the obligations of Borrower under this  Section
10.04 are unenforceable for any reason, Borrower hereby agrees to make  the
maximum  contribution to the payment and satisfaction of  such  obligations
which is permissible under applicable law.

            Section 10.05.   Right of Setoff.  In addition to  and  not  in
limitation  of all rights of offset that any Lender or other  holder  of  a
Line  of  Credit Note may have under applicable law, each Lender  or  other
holder of a Line of Credit Note shall, upon the occurrence of any Event  of
Default  and whether or not such Lender or such holder has made any  demand
or   any  Credit  Party's  obligations  are  matured,  have  the  right  to
appropriate  and  apply  to the payment of any Credit  Party's  obligations
hereunder and under the other Credit Documents, all deposits of any  Credit
Party  (general or special, time or demand, provisional or final)  then  or
thereafter  held by and other indebtedness or property then  or  thereafter
owing  by such Lender or other holder to any Credit Party, whether  or  not
related to this Agreement or any transaction hereunder.  Each Lender  shall
promptly notify Borrower of any offset hereunder.

            Section 10.06.  Benefit of Agreement.

           (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 Borrower may not assign or transfer  any
of its interest hereunder without the prior written consent of the Lenders.

           (b)       Any  Lender may make, carry or transfer Line of Credit
Loans at, to or for the account of, any of its branch offices or the office
of an Affiliate of such Lender.

           (c)       Each  Lender  may  assign all  or  a  portion  of  its
interests, rights and obligations under this Agreement (including all or  a
portion  of  any of its Line of Credit Commitments and the Line  of  Credit
Loans  at the time owing to it and the Line of Credit Notes held by it)  to
any Eligible Assignee; provided, however, that (i) the Administrative Agent
and,  so  long  as  no  Event of Default has occurred  and  is  continuing,
Borrower   must give their prior written consent to such assignment  (which
consent  shall  not  be  unreasonably  withheld  or  delayed)  unless  such
assignment is an Affiliate of the assigning Lender, (ii) the amount of  the
Line  of  Credit  Commitments  of  the assigning  Lender  subject  to  each
assignment  (determined as of the date the assignment and  acceptance  with
respect to such assignment is delivered to the Administrative Agent)  shall
not be less than $10,000,000, and (iii) the parties to each such assignment
shall  execute  and deliver to the Administrative Agent an  Assignment  and
Acceptance,  together with a Line of Credit Note or Notes subject  to  such
assignment and, unless such assignment is to an Affiliate of such Lender, a
processing  and  recordation  fee  of  $2,500.   Borrower  shall   not   be
responsible  for  such  processing and recordation  fee  or  any  costs  or
expenses  incurred by any Lender or the Administrative Agent in  connection
with  such assignment.  From and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least five  (5)
Business Days after the execution thereof, the assignee thereunder shall be
a  party  hereto  and  to  the  extent of the  interest  assigned  by  such
Assignment  and  Acceptance, have the rights and obligations  of  a  Lender
under  this Agreement. Within five (5) Business Days after receipt  of  the
notice  and  the Assignment and Acceptance, Borrower, at its  own  expense,
shall execute and deliver to the Administrative Agent, in exchange for  the
surrendered  Line  of Credit Note or Notes, a new Line of  Credit  Note  or
Notes  to  the  order of such assignee in a principal amount equal  to  the
applicable Line of Credit Commitments or Line of Credit Loans assumed by it
pursuant to such Assignment and Acceptance and new Line of Credit  Note  or
Notes  to the assigning Lender in the amount of its retained Line of Credit
Commitment  or Commitments or amount of its retained Line of Credit  Loans.
Such  new  Line of Credit Note or Notes shall be in an aggregate  principal
amount equal to the aggregate principal amount of such surrendered Line  of
Credit  Note or Notes, shall be dated the date of the surrendered  Line  of
Credit  Note  or  Notes  which they replace,  and  shall  otherwise  be  in
substantially the form attached hereto.

           (d)      Each Lender may, without the consent of Borrower or the
Administrative  Agent, sell participations without restriction  to  one  or
more  banks  or  other  entities in all or a  portion  of  its  rights  and
obligations under this Agreement (including all or a portion of its Line of
Credit Commitments in the Line of Credit Loans owing to it and the Line  of
Credit  Notes  held  by  it), provided, however,  that  (i)  such  Lender's
obligations  under this Agreement shall remain unchanged, (ii) such  Lender
shall  remain  solely  responsible to the  other  parties  hereto  for  the
performance  of  such obligations, (iii) the participating  bank  or  other
entity  shall  not be entitled to the benefit (except through  its  selling
Lender) of the cost protection provisions contained in Article III of  this
Agreement, and (iv) Borrower and the Administrative Agent and other Lenders
shall  continue to deal solely and directly with each Lender in  connection
with  such  Lender's rights and obligations under this  Agreement  and  the
other  Credit  Documents, and such Lender shall retain the  sole  right  to
enforce  the  obligations of Borrower relating to the Line of Credit  Loans
and  to approve any amendment, modification or waiver of any provisions  of
this Agreement.  Any Lender selling a participation hereunder shall provide
prompt written notice to Borrower of the name of such participant.

           (e)       Any Lender or participant may, in connection with  the
assignment  or  participation  or  proposed  assignment  or  participation,
pursuant  to  this  Section,  disclose to the assignee  or  participant  or
proposed  assignee or participant any information relating to  Borrower  or
the  other Consolidated Companies furnished to such Lender by or on  behalf
of  Borrower  or  any  other Consolidated Company.   With  respect  to  any
disclosure  of  confidential,  non-public,  proprietary  information,  such
proposed  assignee or participant shall agree to use the  information  only
for  the  purpose of making any necessary credit judgments with respect  to
this  credit  facility  and  not  to use  the  information  in  any  manner
prohibited by any law, including without limitation, the securities laws of
the  United States of America.  The proposed participant or assignee  shall
agree  not  to  disclose any of such information except (i)  to  directors,
employees,  auditors  or  counsel to whom it  is  necessary  to  show  such
information, each of whom shall be informed of the confidential  nature  of
the  information, (ii) in any statement or testimony pursuant to a subpoena
or  order  by  any  court,  governmental body  or  other  agency  asserting
jurisdiction  over such entity, or as otherwise required by  law  (provided
prior  notice  is  given  to Borrower and the Administrative  Agent  unless
otherwise  prohibited by the subpoena, order or law), and  (iii)  upon  the
request  or  demand  of  any  regulatory agency or  authority  with  proper
jurisdiction.  The proposed participant or assignee shall further agree  to
return  all documents or other written material and copies thereof received
from  any  Lender,  the Administrative Agent or Borrower relating  to  such
confidential  information unless otherwise properly  disposed  of  by  such
entity.

           (f)      Any Lender may at any time assign all or any portion of
its rights in this Agreement and the Line of Credit Notes issued to it to a
Federal  Reserve Bank; provided that no such assignment shall  release  the
Lender from any of its obligations hereunder.

           (g)       If  (i) any Taxes referred to in Section 3.07(b)  have
been  levied  or  imposed so as to require withholdings  or  deductions  by
Borrower and payment by Borrower of additional amounts to any Lender  as  a
result  thereof,  (ii)  any Lender shall make demand  for  payment  of  any
material additional amounts as compensation for increased costs pursuant to
Section 3.10 or for its reduced rate of return pursuant to Section 3.16, or
(iii)  any  Lender shall decline to consent to a modification or waiver  of
the  terms  of  this Agreement or the other Credit Documents  requested  by
Borrower,  then and in such event, upon request from Borrower delivered  to
such  Lender  and  the Administrative Agent, such Lender shall  assign,  in
accordance  with the provisions of Section 10.06(c), all of its rights  and
obligations under this Agreement and the other Credit Documents to  another
Lender  or an Eligible Assignee selected by Borrower, in consideration  for
the  payment  by  such  assignee to the Lender of  the  principal  of,  and
interest  on, the outstanding Line of Credit Loans accrued to the  date  of
such  assignment,  and  the  assumption of such  Lender's  Line  of  Credit
Commitment hereunder, together with any and all other amounts owing to such
Lender under any provisions of this Agreement or the other Credit Documents
accrued to the date of such assignment.

            Section 10.07.  Governing Law; Submission to Jurisdiction.

           (a)       THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS  OF  THE
PARTIES HEREUNDER AND UNDER THE LINE OF CREDIT NOTES SHALL BE CONSTRUED  IN
ACCORDANCE  WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT  TO  THE
CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.

           (b)       ANY  LEGAL ACTION OR PROCEEDING WITH RESPECT  TO  THIS
AGREEMENT,  THE  LINE OF CREDIT NOTES OR ANY OTHER CREDIT DOCUMENT  MAY  BE
BROUGHT IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA, OR ANY OTHER COURT
OF THE STATE OF GEORGIA OR OF THE UNITED STATES OF AMERICA FOR THE NORTHERN
DISTRICT  OF  GEORGIA, AND, BY EXECUTION AND DELIVERY  OF  THIS  AGREEMENT,
BORROWER  HEREBY  ACCEPTS  FOR  ITSELF AND  IN  RESPECT  OF  ITS  PROPERTY,
GENERALLY  AND  UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID  COURTS.
THE  PARTIES  HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY,  AND  BORROWER
HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION  TO  THE  LAYING OF VENUE OR BASED ON THE GROUNDS  OF  FORUM  NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY  SUCH
ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

           (c)       BORROWER HEREBY IRREVOCABLY DESIGNATES THE CORPORATION
SERVICE  COMPANY,  ATLANTA, GEORGIA, AS ITS DESIGNEE, APPOINTEE  AND  LOCAL
AGENT TO RECEIVE, FOR AND ON BEHALF OF BORROWER, SERVICE OF PROCESS IN SUCH
RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT  TO
THIS AGREEMENT OR THE LINE OF CREDIT NOTES OR ANY DOCUMENT RELATED THERETO.
IT  IS  UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH  LOCAL  AGENT
WILL  BE  PROMPTLY FORWARDED BY SUCH LOCAL AGENT AND BY THE SERVER OF  SUCH
PROCESS BY MAIL TO BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE
BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN
ANY WAY THE SERVICE OF SUCH PROCESS.  BORROWER FURTHER IRREVOCABLY CONSENTS
TO  THE SERVICE OF PROCESS 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 BORROWER AT ITS  SAID  ADDRESS,  SUCH
SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.

           (d)        Nothing  herein  shall  affect  the  right   of   the
Administrative  Agent, any Lender, any holder of a Line of Credit  Note  or
any  Credit Party to serve process in any other manner permitted by law  or
to  commence legal proceedings or otherwise proceed against Borrower in any
other jurisdiction.

            Section 10.08.   Independent Nature of  Lenders'  Rights.   The
amounts  payable at any time hereunder to each Lender shall be  a  separate
and  independent  debt, and each Lender shall be entitled  to  protect  and
enforce its rights pursuant to this Agreement and its Line of Credit Notes,
and  it  shall  not be necessary for any other Lender to be  joined  as  an
additional party in any proceeding for such purpose.

           Section 10.09.  Counterparts.  This Agreement may be executed in
any  number of counterparts and by the different parties hereto on separate
counterparts,  each  of which when so executed and delivered  shall  be  an
original,  but  all of which shall together constitute  one  and  the  same
instrument.

           Section 10.10.  Effectiveness; Survival.

           (a)       This Agreement shall become effective on the date (the
"Effective  Date") on which all of the parties hereto shall have  signed  a
counterpart hereof (whether the same or different counterparts)  and  shall
have  delivered  the same to the Administrative Agent pursuant  to  Section
10.01   or,  in  the  case  of  the  Lenders,  shall  have  given  to   the
Administrative Agent written or telex notice (actually received)  that  the
same has been signed and mailed to them.

           (b)       The  obligations of Borrower under  Sections  3.07(b),
3.10, 3.12, 3.13, 3.16, and 10.04 hereof shall survive for ninety (90) days
after  the  payment  in full of the Line of Credit Notes  after  the  Final
Maturity  Date.   All representations and warranties made  herein,  in  the
certificates, reports, notices, and other documents delivered  pursuant  to
this  Agreement shall survive the execution and delivery of this Agreement,
the  other  Credit Documents, and such other agreements and documents,  the
making  of  the  Line  of  Credit Loans hereunder, and  the  execution  and
delivery of the Line of Credit Notes.

            Section 10.11.   Severability.  In case  any  provision  in  or
obligation  under  this Agreement or the other Credit  Documents  shall  be
invalid,   illegal  or  unenforceable,  in  whole  or  in  part,   in   any
jurisdiction,  the validity, legality and enforceability of  the  remaining
provisions or obligations, or of such provision or obligation in any  other
jurisdiction, shall not in any way be affected or impaired thereby.

             Section 10.12.   Independence  of  Covenants.   All  covenants
hereunder shall be given independent effect so that if a particular  action
or  condition is not permitted by any of such covenants, the fact  that  it
would  be  permitted  by  an  exception to,  or  be  otherwise  within  the
limitation  of,  another  covenant, shall not avoid  the  occurrence  of  a
Default or an Event of Default if such action is taken or condition exists.

           Section 10.13.  Change in Accounting Principles, Fiscal Year  or
Tax  Laws.  If (i) any preparation of the financial statements referred  to
in  Section  6.07  hereafter  occasioned  by  the  promulgation  of  rules,
regulations,  pronouncements and opinions by or required by  the  Financial
Accounting  Standards Board or the American Institute of  Certified  Public
Accounts (or successors thereto or agencies with similar functions)  (other
than  changes  mandated  by FASB 106) result in a material  change  in  the
method  of calculation of financial covenants, standards or terms found  in
this  Agreement, (ii) there is any change in Borrower's fiscal  quarter  or
fiscal year, or (iii) there is a material change in federal tax laws  which
materially  affects any of the Consolidated Companies'  ability  to  comply
with  the  financial covenants, standards or terms found in this Agreement,
Borrower and the Required Lenders agree to enter into negotiations in order
to  amend such provisions so as to equitably reflect such changes with  the
desired  result  that the criteria for evaluating any of  the  Consolidated
Companies' financial condition shall be the same after such changes  as  if
such changes had not been made.  Unless and until such provisions have been
so amended, the provisions of this Agreement shall govern.

            Section 10.14.   Headings Descriptive; Entire  Agreement.   The
headings  of  the  several sections and subsections of this  Agreement  are
inserted  for convenience only and shall not in any way affect the  meaning
or  construction of any provision of this Agreement.  This  Agreement,  the
other  Credit  Documents, and the agreements and documents required  to  be
delivered  pursuant  to the terms of this Agreement constitute  the  entire
agreement  among  the  parties  hereto and thereto  regarding  the  subject
matters   hereof   and   thereof  and  supersede  all   prior   agreements,
representations and understandings related to such subject matters.

           Section 10.15.  Time is of the Essence.  Time is of the  essence
in  interpreting  and  performing  this  Agreement  and  all  other  Credit
Documents.

            Section 10.16.  Usury.  It is the intent of the parties  hereto
not  to  violate  any  federal or state law, rule or regulation  pertaining
either  to  usury  or to the contracting for or charging or  collecting  of
interest, and Borrower and Lenders agree that, should any provision of this
Agreement or of the Line of Credit Notes, or any act performed hereunder or
thereunder,  violate any such law, rule or regulation, then the  excess  of
interest  contracted for or charged or collected over  the  maximum  lawful
rate of interest shall be applied to the outstanding principal indebtedness
due to Lenders by Borrower under this Agreement.

            Section 10.17.   Construction.  Should any  provision  of  this
Agreement  require judicial interpretation, the parties hereto  agree  that
the court interpreting or construing the same shall not apply a presumption
that the terms hereof shall be more strictly construed against one party by
reason  of the rule of construction that a document is to be more  strictly
construed  against the party who itself or through its agents prepared  the
same,  it being agreed that Borrower, the Administrative Agent, the Lenders
and their respective agents have participated in the preparation hereof.

            Section 10.18.   Waiver of Effect of Corporate Seal.   Borrower
represents and warrants that it is not required to affix its corporate seal
to  this Agreement or any other Credit Document pursuant to any Requirement
of  Law  and waives any shortening of the statute of limitations  that  may
result from not affixing the corporate seal to this Agreement or the  other
Credit Documents.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to  be  duly  executed  and delivered in Atlanta, Georgia,  by  their  duly
authorized officers as of the day and year first above written.


Address for Notices:           BORROWER:
                               
20 N. Orange Avenue            HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
                               By: /s/ J. Stephen Zepf
Attention: J. Stephen Zepf     J. Stephen Zepf
                               Treasurer

                               By: /s/ Ben Butterfield
                               Ben Butterfield
                               Secretary

                 


Address for Notices:                    SUNTRUST BANK, CENTRAL FLORIDA,
                                        NATIONAL ASSOCIATION, individually and
200 S. Orange Avenue                    as Administrative Agent
MC 2064
Orlando, Florida 32801
                                        By: /s/ William C. Barr III
Attn: Mr. William C. Barr                  Name:  William C. Barr III
                                           Title: First Vice President
Telecopy No.  407/237-4076


Payment Office:

200 S. Orange Avenue
MC 2064
Orlando, Florida 32801

________________________________

Line of Credit Commitment: $13,750,000.00

Pro Rata Share of Line of Credit Commitment: 18.33%





Address for Notices:                    FIRST UNION NATIONAL BANK, individually
                                        and as Documentation Agent
225 Water Street
4th Floor
Mail Code FL0060
Jacksonville, Florida 32202             By: /s/ Michael L. Williamson
Attn: Mr. Michael L. Williamson            Name:  Michael L. Williamson
                                           Title: Vice President
Telecopy No. 904/361-3560


Payment Office:

100 S. Ashley Drive
Suite 1000
Mail Code FL4009
Tampa, Florida  32602
Attn: Ms. Mary Doonan

_______________________________

Line of Credit Commitment: $12,500,000.00

Pro Rata Share of Line of Credit Commitment: 16.67%





Address for Notices:
                                        NATIONSBANK, N.A., individually and as
100 SE 2nd Street, 14th Floor           Syndication Agent
Miami, Florida 33131
Attn: Mr. Richard Starke
                                        By: /s/ Andrew M. Airheart
Telecopy No.                               Name:  Andrew M. Airheart
                                           Title: SVP


Payment Office:

NationsBank, N.A.
101 N. Tryon Street
Charlotte, North Carolina  28255
Attn: Ms. Deon Wright

_______________________________

Line of Credit Commitment: $12,500,000.00

Pro Rata Share of Line of Credit Commitment: 16.67%





Address for Notices:

                                        SOUTHTRUST BANK, NATIONAL
                                        ASSOCIATION, individually and as 
                                        Co-Agent
420 N. 20th Street
Birmingham, AL 35203                    By: /s/ Steven W. Davis
Attn: FL Corp. Banking, 9th Floor          Name:  Steven W. Davis
                                           Title: VP
Telecopy No. 727/898-5319

Payment Office:

P.O. Box 830716
Birmingham, AL  35203

________________________________

Line of Credit Commitment: $10,000,000.00

Pro Rata Share of Line of Credit Commitment: 13.33%





Address for Notices:                    ABN AMRO BANK, N.V.
Southwest Financial Center
200 S. Biscayne Boulevard, 22nd Floor
Miami, Florida 33131-5311
Attn: Ms. Deborah Day Orozco
                                        By: /s/ Deborah Day Orozco
                                           Name:  Deborah Day Orozco
                                           Title: Vice President
Telecopy No.  (305)577-0825

Payment Office:

208 S. LaSalle Street, Suite 1500       By: /s/ Miguel Castillo
Chicago, IL 60604-1003                     Name:  Miguel Castillo
Attention: Loan Administration             Title: Corporate Officer

Telephone: (312)992-5152
           (312)992-5157

_______________________________

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%





Address for Notices:                    PNC BANK, N.A.

249 5th Avenue
Pittsburgh, Pennsylvania 15222
Attn: Mr. James D. Neil
                                        By: /s/ James D. Neil
Telecopy No. 412/762-6484                  Name:  James D. Neil
                                           Title: Vice President
Payment Office:

Two PNC Plaza/ Liberty Avenue.
Pittsburgh, Pennsylvania 15222
Attn: Ms. Anita Truchman

________________________________

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%





Address for Notices:                    WACHOVIA BANK, N.A.

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Mr. Shawn Janko
                                        By: /s/ Shawn Janko
                                        Name:  Shawn Janko
                                        Title: Banking Officer
Telecopy No. (404)332-5016


Payment Office:

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Ms. Sharon Westmoreland

________________________________

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%





Address for Notices:                    THE FIFTH THIRD BANK

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Mr. Kevin J. Walter
                                        By: /s/ Kevin J. Walter
Telecopy No. 513/579-5226                  Name:  Kevin J. Walter
                                           Title: Large Corporate Banking
Officer
Payment Office:

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Ms. Megan Heisel

________________________________

Line of Credit Commitment: $3,750,000.00

Pro Rata Share of Line of Credit Commitment: 5.00%





Address for Notices:                    HIBERNIA NATIONAL BANK

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Kristie Peychaud
                                        By: /s/ Kristie Peychaud
Telecopy No. 504/533-5344                  Name:  Kristie Peychaud
                                           Title: Banking Officer
Payment Office:

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Shelly Strada

________________________________

Line of Credit Commitment: $3,750,000.00

Pro Rata Share of Line of Credit Commitment: 5.00%