<PAGE>
                                                                   Exhibit 10(w)

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EXECUTION COPY





                                CREDIT AGREEMENT

                                      among

                       MPW INDUSTRIAL SERVICES GROUP, INC.
                        AND CERTAIN OF ITS SUBSIDIARIES,


                                   THE LENDERS
                         FROM TIME TO TIME PARTY HERETO,


                                       AND


                                  BANK ONE, NA,
                             [MAIN OFFICE COLUMBUS]
                                    AS AGENT











                            Dated as of June 18, 2002




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<PAGE>
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<CAPTION>
                                TABLE OF CONTENTS


<S>                                                                                                                <C>
ARTICLE I.   DEFINITIONS .............................................................................................. 6


ARTICLE II.   THE CREDITS..............................................................................................22
         Section 2.1. Commitment.......................................................................................22
         Section 2.2. Requires Payments, Termination...................................................................23
         2.4.         Types of Advances................................................................................23
         2.5.      Commitment Fee; Reductions in Aggregate Commitment..................................................23
         2.6.      Minimum Amount of Each Advance......................................................................23
         2.7.      Optional Principal Payments.........................................................................24
         2.8.      Method of Selecting Types and Interest Periods for New Advances.....................................24
         2.9.      Conversion and Continuation of Outstanding Advances.................................................25
         2.10.     Changes in Interest Rate, etc.......................................................................25
         2.11.     Rates Applicable After Default......................................................................25
         2.12.     Method of Payment...................................................................................26
         2.13.     Noteless Agreement; Evidence of Indebtedness........................................................26
         2.14.     Telephonic Notices..................................................................................27
         2.15.     Interest Payment Dates; Interest and Fee Basis......................................................27
         2.16.     Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.....................27
         2.17.     Lending Installations...............................................................................28
         2.18.     Non-Receipt of Funds by the Agent...................................................................28
         2.19.     Facility LCs........................................................................................28
                  2.19.1.   Issuance...................................................................................28
                  2.19.2.   Participations.............................................................................28
                  2.19.3.   Notice.....................................................................................29
                  2.19.4.   LC Fees....................................................................................29
                  2.19.5.   Administration; Reimbursement by Lenders...................................................29
                  2.19.6.   Reimbursement by Borrower..................................................................30
                  2.19.7.   Obligations Absolute.......................................................................30
                  2.19.8.   Actions of LC Issuer.......................................................................31
                  2.19.9.   Indemnification............................................................................31
                  2.19.10.  Lenders' Indemnification...................................................................32
                  2.19.11.  Facility LC Collateral Account.............................................................32
                  2.19.12.  Rights as a Lender.........................................................................32
         2.20.   Extension of Facility Termination Date................................................................32
         2.21.   Replacement of Lender.................................................................................33
         2.23.   Collateral............................................................................................34
         2.24.   Additional Borrowers..................................................................................34
         2.25.   Waiver of Subrogation.................................................................................34


ARTICLE III.   CHANGE IN CIRCUMSTANCES.................................................................................35
         3.1.         Yield Protection.................................................................................35
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<S>                                                                                                                <C>
         3.2.     Changes in Capital Adequacy Regulations..............................................................35
         3.3.     Availability of Types of Advances....................................................................36
         3.4.     Funding Indemnification..............................................................................36
         3.5.     Taxes................................................................................................36
         3.6.     Lender Statements; Survival of Indemnity.............................................................38


ARTICLE IV.   CONDITIONS PRECEDENT.....................................................................................39
         4.1.     Initial Advance......................................................................................39
         4.2.     Each Advance.........................................................................................40


ARTICLE V.   REPRESENTATIONS AND WARRANTIES............................................................................41
         5.1.     Existence and Standing...............................................................................41
         5.2.     Authorization and Validity...........................................................................41
         5.3.     No Conflict; Government Consent......................................................................41
         5.4.     Financial Statements.................................................................................42
         5.5.     Material Adverse Change..............................................................................42
         5.6.     Taxes................................................................................................42
         5.7.     Litigation and Contingent Obligations................................................................42
         5.8.     Subsidiaries.........................................................................................42
         5.9.     ERISA................................................................................................43
         5.10.    Accuracy of Information..............................................................................43
         5.11.    Regulation U.........................................................................................43
         5.12.    Material Agreements..................................................................................43
         5.13.    Compliance With Laws.................................................................................43
         5.14.    Ownership of Properties..............................................................................43
         5.15.    Plan Assets; Prohibited Transactions.................................................................43
         5.16.    Environmental Matters................................................................................44
         5.17.    Investment Company Act...............................................................................44
         5.18.    Public Utility Holding Company Act...................................................................44
         5.20.    Insurance............................................................................................44
         5.21.    Solvency.............................................................................................44

ARTICLE VI.   COVENANTS................................................................................................45
         6.1.     Financial Reporting..................................................................................45
         6.2.     Use of Proceeds......................................................................................46
         6.3.     Notice of Default....................................................................................47
         6.4.     Conduct of Business..................................................................................47
         6.5.     Taxes................................................................................................47
         6.6.     Insurance............................................................................................47
         6.7.     Compliance with Laws.................................................................................47
         6.8.     Maintenance of Properties............................................................................47
         6.9.     Inspection...........................................................................................47
         6.10.    Dividends............................................................................................48
         6.11     Indebtedness.........................................................................................48
</TABLE>
                                       ii

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<S>                                                                                                                <C>
         6.12.    Merger...............................................................................................48
         6.13.    Sale of Assets.......................................................................................48
         6.14.    Investments and Acquisitions.........................................................................49
         6.15.    Liens................................................................................................49
         6.16.    Capital Expenditures.................................................................................50
         6.17.    Rentals..............................................................................................50
         6.19.    Affiliates...........................................................................................50
         6.20.    Subordinated Indebtedness............................................................................50
         6.21.    Required Rate Management Transactions................................................................50
         6.22.    Sale of Accounts.....................................................................................50
         6.23.    Sale and Leaseback Transactions and other Off-Balance Sheet Liabilities..............................50
         6.24.    Letters of Credit....................................................................................51
         [6.26.   Contingent Obligations...............................................................................51
         6.25.    Financial Covenants..................................................................................51
                  6.25.1.      Interest Coverage Ratio.................................................................51
                  6.25.2.      Leverage Ratio..........................................................................51
                  6.25.3.      Minimum Net Worth.......................................................................51


ARTICLE VII.   DEFAULTS................................................................................................51


ARTICLE VIII.   ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.........................................................54
         8.1.     Acceleration; Facility LC Collateral Account.........................................................54
         8.2.     Amendments...........................................................................................55
         8.3.     Preservation of Rights...............................................................................56


ARTICLE IX.  GENERAL PROVISIONS........................................................................................56
         9.1.     Survival of Representations..........................................................................57
         9.2.     Governmental Regulation..............................................................................57
         9.3.     Headings.............................................................................................57
         9.4.     Entire Agreement.....................................................................................57
         9.5.     Several Obligations; Benefits of this Agreement......................................................57
         9.6.     Expenses; Indemnification............................................................................57
         9.7.     Numbers of Documents.................................................................................58
         9.8.     Accounting...........................................................................................58
         9.9.     Severability of Provisions...........................................................................58
         9.10.    Nonliability of Lenders.......................\......................................................58
         9.11.    Confidentiality......................................................................................59
         9.12.    Nonreliance..........................................................................................59
         [9.13.   Disclosure...........................................................................................59


ARTICLE X.  THE AGENT..................................................................................................59
         10.1.    Appointment; Nature of Relationship..................................................................59
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                                      iii
<PAGE>

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<S>      <C>                                                                                                          <C>
         10.2.    Powers...............................................................................................60
         10.3.    General Immunity.....................................................................................60
         10.4.    No Responsibility for Loans, Recitals, etc...........................................................60
         10.5.    Action on Instructions of Lenders....................................................................60
         10.6.    Employment of Agents and Counsel.....................................................................61
         10.7.    Reliance on Documents; Counsel.......................................................................61
         10.8.    Agent's Reimbursement and Indemnification............................................................61
         10.9.    Notice of Default....................................................................................61
         10.10.   Rights as a Lender...................................................................................61
         10.11.   Lender Credit Decision...............................................................................62
         10.12.   Successor Agent......................................................................................62
         10.13.   Agent's Fee..........................................................................................63
         10.14.   Delegation to Affiliates.............................................................................63
         10.15.   Execution of Collateral Documents....................................................................63
         10.16    Collateral Releases..................................................................................63

ARTICLE XI.  SETOFF; RATABLE PAYMENTS..................................................................................63
         11.1.    Setoff...............................................................................................63
         11.2.    Ratable Payments.....................................................................................63


ARTICLE XII.   BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.......................................................64
         12.1.    Successors and Assigns...............................................................................64
         12.2.    Participations.......................................................................................64
                  12.2.1.     Permitted Participants; Effect...........................................................64
                  12.2.2.     Voting Rights............................................................................65
                  12.2.3.     Benefit of Setoff........................................................................65
         12.3.    Assignments..........................................................................................65
                  12.3.1.     Permitted Assignments....................................................................65
                  12.3.2.     Effect; Effective Date...................................................................66
         12.4.    Dissemination of Information.........................................................................67
         12.5.    Tax Treatment........................................................................................67


ARTICLE XIII.   NOTICES................................................................................................67
         13.1.    Notices..............................................................................................67
         13.2.    Change of Address....................................................................................67


ARTICLE XIV.  COUNTERPARTS.............................................................................................67


ARTICLE XV.   CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.............................................68
         15.1.    CHOICE OF LAW........................................................................................68
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                                       iv
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<S>                                                                                                                <C>
         15.2.    CONSENT TO JURISDICTION..............................................................................68
         15.3.    WAIVER OF JURY TRIAL.................................................................................68


SCHEDULE                 72


PRICING SCHEDULE ......................................................................................................73


EXHIBIT A.   FORM OF OPINION...........................................................................................75


EXHIBIT B.   COMPLIANCE CERTIFICATE....................................................................................78


EXHIBIT D.   LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION............................................................90


EXHIBIT E.   NOTE .....................................................................................................91


EXHIBIT F.   SUPPLEMENT ...............................................................................................95


EXHIBIT G.   MORTGAGE .................................................................................................95


SCHEDULE 1.   SUBSIDIARIES AND OTHER INVESTMENTS......................................................................117


SCHEDULE 2.   INDEBTEDNESS AND LIENS..................................................................................118
</TABLE>

                                       v



<PAGE>

                                CREDIT AGREEMENT

         This Credit Agreement, dated as of June 18, 2002 is among MPW
Industrial Services Group, Inc., the Subsidiaries of MPW Group listed on the
Schedule of Subsidiary Borrowers, the Lenders, and Bank One, NA, [Main Office
Columbus], as LC Issuer and as Agent. The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         As used in this Agreement:

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which any
Borrower or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company.

         "Advance" means a borrowing hereunder, (i) made by the Lenders on the
same Borrowing Date, or (ii) converted or continued by the Lenders on the same
date of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Class and Type and, in the case of
Eurodollar Loans, for the same Interest Period.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

         "Agent" means Bank One in its capacity as contractual representative of
the Lenders pursuant to Article X, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to Article X.

         "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as reduced or increased from time to time pursuant to the terms
hereof.

         "Aggregate Outstanding Credit Exposure" means, at any time, the
aggregate of the Outstanding Credit Exposure of all Lenders.
<PAGE>


         "Aggregate Outstanding Revolving Credit Exposure" means, at any time,
the aggregate of the Outstanding Revolving Credit Exposure of all Lenders.

         "Aggregate Revolving Commitment" means the aggregate of the Revolving
Commitments of all the Revolving Lenders, as reduced from time to time pursuant
to the terms hereof. The initial Aggregate Revolving Commitment is
$35,000,000.00.

         "Agreement" means this credit agreement, as it may be amended,
supplemented or modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4. Any
accounting term used in this Agreement and in the other Loan Documents and any
certificate or other document made or delivered pursuant hereto that is not
specifically defined shall have the meaning customarily given in accordance with
generally accepted accounting principles; provided, however, that in the event
that changes in generally accepted accounting principles shall be mandated by
the Financial Accounting Standards Board, or any similar accounting body of
comparable standing, and to the extent that such changes would modify or could
modify such accounting terms or the interpretation or computation thereof, such
changes shall be followed in defining such accounting terms only from and after
the date the Borrowers and the Agent, with the consent of all Lenders, shall
have amended this Agreement to the extent necessary to reflect any such changes
in the financial covenants and other terms and conditions of this Agreement.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which commitment fees are accruing on the Available Aggregate Revolving
Commitment at such time as set forth in the Pricing Schedule.

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Applicable Percentage" means, with respect to any Lender, the
percentage of the Aggregate Commitments and Aggregate Outstanding Credit
Exposure represented by such Lender's Commitments and Outstanding Credit
Exposure, or if any of the Commitments have terminated or expired, the
percentage of the remaining Aggregate Commitments and Aggregate Outstanding
Credit Exposure represented by such Lender's remaining Commitments and
Outstanding Credit Exposure.

         "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.



                                       7
<PAGE>

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Authorized Officer" means any of the chief executive officer, chief
financial officer or treasurer of any Borrower or Guarantor, acting singly.

         "Available Aggregate Revolving Commitment" means, at any time, the
Revolving Commitment then in effect minus the Outstanding Revolving Credit
Exposure at such time.

         "Bank One" means Bank One, NA, [Main Office Columbus], a national
banking association in its individual capacity, and its successors.

         "Borrowers" means MPW Group, MPW Group's Subsidiaries listed on the
Schedule of Subsidiary Borrowers and those Subsidiaries which after the date of
this Agreement become a party to this Agreement in accordance with the terms
hereof, and their respective successors and assigns.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.8.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Columbus and New York City for the conduct of
substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in United States
dollars are carried on in the London interbank market and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are
open in Columbus for the conduct of substantially all of their commercial
lending activities and interbank wire transfers can be made on the Fedwire
system.

         "Canadian Subsidiary Net Investment" means, at any time, the Borrowers'
equity investment in MPW Industrial Services Ltd. minus the Indebtedness owed by
the Borrowers to MPW Industrial Services Ltd.

         "Capital Expenditures" means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrowers and
their Subsidiaries prepared in accordance with Agreement Accounting Principles
excluding expenditures of insurance proceeds to rebuild or replace any asset
after a casualty.

         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.



                                       8
<PAGE>

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Cash Equivalent Investments" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-1 or better by S&P or P-1 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, and (iv) certificates of deposit
issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $100,000,000; provided in each case that
the same provides for payment of both principal and interest (and not principal
alone or interest alone) and is not subject to any contingency regarding the
payment of principal or interest.

         "Change" is defined in Section 3.2.

         "Change in Control" means the occurrence of any of the following
events:

                           (a) MPW Group is merged, consolidated or reorganized
         into or with another Person, and as a result of such merger,
         consolidation or reorganization less than a majority of the combined
         voting power of the then outstanding voting stock (which shall all
         include all other equity interests with voting power) of such Person
         immediately after such transaction are held in the aggregate by the
         holders of voting stock of MPW Group immediately prior to such
         transaction;

                           (b) MPW Group sells or otherwise transfers all or
         substantially all of its assets to another Person, and as a result of
         such sale or transfer less than a majority of the combined voting power
         of the then outstanding voting stock of such Person immediately after
         such sale or transfer is held in the aggregate by the holders of voting
         stock of MPW Group immediately prior to such sale or transfer;

                           (c) (i) there is a report filed on Schedule 13D or
         Schedule 14D-1 (or any successor schedule, form or report), each as
         promulgated pursuant to the Securities Exchange Act of 1934, as
         amended, disclosing that any person (as the term "person" is used in
         Section 13(d)(3) or Section 14(d)(2) of such Securities Exchange Act),
         other than Monte R. Black or members of his immediate family, has
         become the beneficial owner (as the term "beneficial owner" is defined
         under Rule 13d-3 or any successor rule or regulation promulgated under
         said Securities Exchange Act) of securities representing 20% or more of
         the combined voting power of the then outstanding voting stock of MPW
         Group; AND (ii) the employment of a majority of the executive officers
         of MPW Group has been terminated and/or a majority of such executive
         officers have terminated their employment for "good cause" in
         accordance with certain severance agreements between such executive
         officers and MPW Group.

                           (d) MPW Group files a report or proxy statement with
         the Securities and Exchange Commission pursuant to the such Securities
         Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any
         successor schedule, form or report or item



                                       9
<PAGE>

         therein) that a change in control of MPW Group has occurred or will
         occur in the future pursuant to any then existing contract or
         transaction; or

                           (e) if, during any period of two consecutive years,
         individuals who at the beginning of any such period constitute the
         directors of MPW Group cease for any reason to constitute at least a
         majority thereof; provided, however, that for purposes of this clause
         (e) each director who is first elected, or first nominated for election
         by MPW Group's stockholders, by a vote of at least two-thirds of the
         directors of MPW Group (or a committee thereof) then still in office
         who were directors of MPW Group at the beginning of any such period
         will be deemed to have been a director of MPW Group at the beginning of
         such period.

Notwithstanding the foregoing provisions of subparts (c) or (d) above, unless
otherwise determined in a specific case by majority vote of the board of
directors of MPW Group, a "Change in Control" shall not be deemed to have
occurred for purposes of such subparts solely because (i) MPW Group, (ii) a
Subsidiary, or (iii) any MPW Group sponsored employee stock ownership plan or
any other employee benefit plan of MPW Group or any Subsidiary either files or
becomes obligated to file a report or a proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) under such Securities Exchange Act
disclosing beneficial ownership by it of shares of voting stock, whether in
excess of 20% or otherwise, or because MPW Group reports that a change in
control of MPW Group has occurred or will occur in the future by reason of such
beneficial ownership.

         "Class", when used in reference to any Loan or Advance, refers to
whether such Loan, or the Loans comprising such Advance, are Revolving Loans or
Term Loans and, when used in reference to any Commitment, refers to whether such
Commitment is a Revolving Commitment or Term Loan Commitment.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Collateral Documents" means, collectively, (i) the Security Agreement,
(ii) the UCC Financing Statements, and (iii) and any and all other security
agreements, mortgages, deeds of trusts and other security documents now or
hereafter securing the Obligations.

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commitment" means the Revolving Commitment or Term Loan Commitment, or
any combination thereof (as the context requires).

         "Consolidated Capital Expenditures" means, with reference to any
period, the Capital Expenditures of the Borrowers and their Subsidiaries
calculated on a consolidated basis for such period.



                                       10
<PAGE>

         "Consolidated EBIT" means Consolidated Net Income (x) plus, to the
extent deducted from revenues in determining Consolidated Net Income, (i)
Consolidated Interest Expense and (ii) expense for taxes accrued, (y) minus or
plus, as the case may be, respectively, equity in earnings (loss) of Affiliates,
net of tax, (z) plus, without duplication, all cash distributions actually
received by any Borrower from such Affiliates, all calculated for the Borrowers
and their Subsidiaries on a consolidated basis.

         "Consolidated EBITDA" means Consolidated EBIT plus, to the extent
deducted from revenues in determining Consolidated EBIT, (i) depreciation, (ii)
amortization, and (iii) without duplication, any writedown of goodwill or other
Intangible Assets required by F.A.S. 142. Consolidated EBITDA shall also
include, without duplication, the trailing 12 months of EBITDA for any Persons
acquired by any Borrower or any Subsidiary in the previous 12 months, which
shall be adjusted for Nonrecurring Private Company Owner Compensation paid
during such period.

         "Consolidated Funded Indebtedness" means at any time the aggregate
dollar amount of (i) Consolidated Indebtedness which has actually been funded
and is outstanding at such time, whether or not such amount is due or payable at
such time, plus (ii) Contingent Obligations. Outstanding Letters of Credit shall
not constitute Consolidated Funded Indebtedness.

         "Consolidated Indebtedness" means at any time the Indebtedness of the
Borrowers and their Subsidiaries calculated on a consolidated basis as of such
time.

         "Consolidated Interest Expense" means, with reference to any period,
the interest expense of the Borrowers and their Subsidiaries calculated on a
consolidated basis for such period.

         "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Borrowers and their Subsidiaries calculated on a
consolidated basis for such period.

         "Consolidated Rentals" means, with reference to any period, the Rentals
of the Borrowers and their Subsidiaries calculated on a consolidated basis for
such period.

         "Consolidated Tangible Net Worth" means at any time the consolidated
stockholders' equity of the Borrowers and their Subsidiaries less (i) Intangible
Assets and (ii) the minority interest in Pentagon Technologies Group, Inc.,
calculated on a consolidated basis as of such time, provided that Consolidated
Tangible Net Worth shall not include any appraisal surplus of any type or
description.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.



                                       11
<PAGE>

         "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Borrowers and
their Subsidiaries, are treated as a single employer under Section 414 of the
Code.

         "Conversion/Continuation Notice" is defined in Section 2.9.

         "Credit Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Default" means an event described in Article VII.

         "Effective Date" means the date on which the conditions specified in
Section 4.1 are satisfied.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of Hazardous Substances
into surface water, ground water or land, or (iv) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Substances or wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Eurodollar Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable British Bankers' Association LIBOR
rate for deposits in U.S. dollars as reported by any generally recognized
financial information service as of 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, and having a maturity equal to
such Interest Period, provided that, if no such British Bankers' Association
LIBOR rate is available to the Agent, the applicable Eurodollar Base Rate for
the relevant Interest Period shall instead be the rate determined by the Agent
to be the rate at which Bank One or one of its Affiliate banks offers to place
deposits in U.S. dollars with first-class banks in the London interbank market
at approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, in the approximate amount of Bank One's relevant
Eurodollar Loan and having a maturity equal to such Interest Period.



                                       12
<PAGE>

         "Eurodollar Loan" means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Agents is incorporated or organized or (ii) the jurisdiction
in which the Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Extension Request" is defined in Section 2.20(i).

         "Facility LC" is defined in Section 2.19.1.

         "Facility LC Application" is defined in Section 2.19.3.

         "Facility LC Collateral Account" is defined in Section 2.19.11.

         "Facility Termination Date" means June 15, 2005 or any later date as
may be specified as the Facility Termination Date in accordance with Section
2.20 or any earlier date on which the Aggregate Revolving Commitment is reduced
to zero or otherwise terminated pursuant to the terms hereof.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m.
(Columbus time) on such day on such transactions received by the Agent from
three Federal funds brokers of recognized standing selected by the Agent in its
sole discretion.

         "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case
changing when and as the Alternate Base Rate changes.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the Floating Rate.



                                       13
<PAGE>

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.11, bears interest at the Floating Rate.

         "Fund" means any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

         "Guarantor" means each Subsidiary which is required to become a
Guarantor in accordance with the terms of this Agreement, and their respective
successors and assigns.

         "Guaranty" means each Guaranty executed by a Guarantor after the date
of, and pursuant to, this Agreement in favor of the Agent, for the ratable
benefit of the Lenders, as any such Guaranties may be amended or modified and in
effect from time to time, which is required to become a Guarantor in accordance
with the terms of this Agreement.

         "Hazardous Substances" means and include all hazardous and toxic
substances, wastes, materials, compounds, pollutants and contaminants
(including, without limitation, asbestos, polychlorinated biphenyls, and
petroleum products) which are included under or regulated by Environmental Laws.

         "Indebtedness" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services (other than accounts payable arising in the ordinary course
of such Person's business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments, (v) obligations of such Person to purchase securities or other
Property arising out of or in connection with the sale of the same or
substantially similar securities or Property, (vi) Capitalized Lease
Obligations, (vii) Contingent Obligations, (viii) Letters of Credit, and (ix)
any other obligation for borrowed money or other financial accommodation which
in accordance with Agreement Accounting Principles would be shown as a liability
on the consolidated balance sheet of such Person.

         "Intangible Assets" means all intangible assets of the Borrowers and
their Subsidiaries, as determined in accordance with Agreement Accounting
Principles, including without limitation (i) all inventions (whether patentable
or unpatentable and whether or not reduced to practice), all improvements
thereto, and all patents, patent applications, and patent disclosures, together
with all reissuances, continuations, continuations-in-part, revisions,
extensions, and reexaminations thereof, (ii) all trademarks, service marks,
trade dress, logos, trade names, and corporate names, together with all
translations, adaptations, derivations, and combinations thereof and including
all goodwill associated therewith, and all applications, registrations, and
renewals in connection therewith, (iii) all copyrightable works, all copyrights,
and all applications, registrations, and renewals in connection therewith, (iv)
all trade secrets and confidential business information (including ideas,
research and development, know-how, formulas, compositions, manufacturing and
production processes and techniques, technical data, designs, drawings,
specifications, customer and supplier lists, pricing and cost information, and
business and marketing plans and




                                       14
<PAGE>

proposals), (v) all goodwill, either with respect to the foregoing or otherwise,
(vi) all capitalized debt issuance costs and capitalized non-competition costs
and (vii) all other proprietary rights.

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of one, two, three or six months commencing on a Business Day selected by the
Borrowers pursuant to this Agreement. Such Interest Period shall end on the day
which corresponds numerically to such date one, two, three or six months
thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any deposit accounts and certificate of deposit owned by such Person;
and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.

         "LC Fee" is defined in Section 2.19.4.

         "LC Issuer" means Bank One (or any subsidiary or affiliate of Bank One
designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

         "LC Obligations" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount under all Facility LCs outstanding at
such time plus (ii) the aggregate unpaid amount at such time of all
Reimbursement Obligations.

         "LC Payment Date" is defined in Section 2.19.5.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

         "Lending Installation" means, with respect to a Lender or the Agent,
the office, branch, subsidiary or affiliate of such Lender or the Agent listed
on the signature pages hereof or on a Schedule or otherwise selected by such
Lender or the Agent pursuant to Section 2.17.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.



                                       15
<PAGE>

         "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Funded Indebtedness outstanding on such date to (ii) Consolidated
EBITDA for the Borrowers' and their Subsidiaries' then most-recently ended four
fiscal quarters.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

         "Loan" means, with respect to a Lender, such Lender's loans made
pursuant to Article II (or any conversion or continuation thereof).

         "Loan Documents" means this Agreement, the Facility LC Applications,
any Notes issued pursuant to Section 2.13, all Guaranties and the Collateral
Documents.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or foreseeable financial prospects of the Borrowers and their Subsidiaries taken
as a whole, (ii) the ability of any Borrower to perform its obligations under
the Loan Documents to which it is a party, or (iii) the validity or
enforceability of any of the Loan Documents or the rights or remedies of the
Agent, the LC Issuer or the Lenders thereunder.

         "Material Indebtedness" means Indebtedness in an outstanding principal
amount of $500,000 or more in the aggregate (or the equivalent thereof in any
currency other than U.S. dollars).

         "Material Indebtedness Agreement" means any agreement under which any
Material Indebtedness was created or is governed or which provides for the
incurrence of Indebtedness in an amount which would constitute Material
Indebtedness (whether or not an amount of Indebtedness constituting Material
Indebtedness is outstanding thereunder).

         "Modify" and "Modification" are defined in Section 2.19.1.

         "Moody's" means Moody's Investors Service, Inc.

         "MPW Group" means MPW Industrial Services Group, Inc., an Ohio
corporation.

         "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which any Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

         "Nonrecurring Private Company Owner Compensation" means salaries,
bonuses and other compensation paid to owners of a Person during the 12 month
period preceding such Person being acquired by a Borrower or a Subsidiary that
are discontinued or adjusted upon acquisition of such Person by such Borrower or
Subsidiary.



                                       16
<PAGE>

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" means any promissory note issued at the request of a Lender
pursuant to Section 2.13 in the form of Exhibit E.

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all Reimbursement Obligations, all accrued and unpaid
fees, and all expenses, reimbursements, indemnities and other obligations of the
Borrowers to the Lenders or to any Lender, the Agent, the LC Issuer or any
indemnified party arising under the Loan Documents.

         "Off-Balance Sheet Liability" of a Person means (i) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (ii) any liability under any Sale and Leaseback
Transaction which is not a Capitalized Lease, (iii) any liability under any
so-called "synthetic lease" transaction entered into by such Person, or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheets of such Person, but excluding from this clause
(iv) Operating Leases.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Operating Lease Obligations" means, as at any date of determination,
the amount obtained by aggregating the present values, determined in the case of
each particular Operating Lease by applying a discount rate (which discount rate
shall equal the discount rate which would be applied under Agreement Accounting
Principles if such Operating Lease were a Capitalized Lease) from the date on
which each fixed lease payment is due under such Operating Lease to such date of
determination, of all fixed lease payments due under all Operating Leases of the
Borrowers and their Subsidiaries.

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding Credit Exposure" means, as to any Lender at any time, the
sum of (i) its Outstanding Revolving Credit Exposure at such time, PLUS (ii) the
aggregate principal amount of its Term Loans outstanding at such time.

         "Outstanding Revolving Credit Exposure" means, as to any Lender at any
time, the sum of (i) the aggregate principal amount of its Revolving Loans
outstanding at such time, plus (ii) an amount equal to its Pro Rata Share of the
LC Obligations at such time.

         "Participants" is defined in Section 12.2.1.

         "Payment Date" means the last day of each fiscal quarter of the
Borrowers.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.



                                       17
<PAGE>

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which any Borrower or any member of the Controlled Group may have any
liability.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "Pro Rata Share" means, with respect to a Revolving Lender, a portion
equal to a fraction the numerator of which is such Lender's Revolving Commitment
and the denominator of which is the Aggregate Revolving Commitment.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Purchasers" is defined in Section 12.3.1.

         "Rate Management Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

         "Rate Management Transaction" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into by any
Borrower(s) which is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
these transactions) or any combination thereof, whether linked to one or more
interest rates, foreign currencies, commodity prices, equity prices or other
financial measures.

         "Real Property" is defined in Section 5.16(a).

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official



                                       18
<PAGE>

interpretation of said Board of Governors relating to reserve requirements
applicable to member banks of the Federal Reserve System.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

         "Reimbursement Obligations" means, at any time, the aggregate of all
obligations of the Borrowers then outstanding under Section 2.19 to reimburse
the LC Issuer for amounts paid by the LC Issuer in respect of any one or more
drawings under Facility LCs.

         "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "Reports" is defined in Section 9.6.

         "Required Lenders" means Lenders in the aggregate having greater than
66.67% of the sum of the Aggregate Commitment plus the outstanding principal
balance of the Term Loans, or if any Commitment has been terminated or expired,
Lenders in the aggregate holding greater than 66.67% of the sum of the remaining
Aggregate Commitments plus the Aggregate Outstanding Credit Exposure.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "Response Date" is defined in Section 2.20.

         "Revolving Commitment" means, for each Revolving Lender, the obligation
of such Revolving Lender to make Revolving Loans to, and participate in Facility
LCs issued upon the application of, the Borrowers in an aggregate amount not
exceeding the amount set forth opposite its signature below, as it may be
modified as a result of any assignment that has become effective pursuant to
Section 12.3.3 or as otherwise modified from time to time pursuant to the terms
hereof.



                                       19
<PAGE>

         "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Outstanding
Revolving Credit Exposure.

         "Revolving Loans" means Loans made pursuant to clause (b) of Section
2.1.

         "Risk-Based Capital Guidelines" is defined in Section 3.2.

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

         "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "Second Extension Request" is defined in Section 2.20(ii).

         "Second Response Date" is defined in Section 2.20(ii).

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Secured Obligations" means, collectively, (i) the Obligations and (ii)
all Rate Management Obligations owing to one or more Lenders.

         "Security Agreement" means the Pledge and Security Agreement among the
Borrowers and the Agent, for the benefit of the Lenders, of even date herewith,
as it may be amended, supplemented or modified and in effect from time to time.

         "Single Employer Plan" means a Plan maintained by any Borrower or any
member of the Controlled Group for employees of any Borrower or any member of
the Controlled Group.

         "Subordinated Indebtedness" of a Person means any Indebtedness of such
Person the payment of which is subordinated to payment of the Secured
Obligations to the written satisfaction of the Required Lenders.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise



                                       20
<PAGE>

expressly provided, all references herein to a "Subsidiary" shall mean a
Subsidiary of MPW Group which is not a Borrower hereunder.

         "Substantial Portion" means, with respect to the Property of the
Borrowers and their Subsidiaries, Property which represents more than 10% of the
consolidated assets of the Borrowers and their Subsidiaries or Property which is
responsible for more than 10% of the consolidated net sales or of the
consolidated net income of the Borrowers and their Subsidiaries, in each case,
as would be shown in the consolidated financial statements of the Borrowers and
their Subsidiaries as at the beginning of the twelve-month period ending with
the month in which such determination is made (or if financial statements have
not been delivered hereunder for that month which begins the twelve-month
period, then the financial statements delivered hereunder for the quarter ending
immediately prior to that month).

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "Term Loan Commitment" means, with respect to each Term Loan Lender,
the obligation of such Term Loan Lender to make a Term Loan to the Borrower on
the Effective Date in an aggregate amount not exceeding the amount set forth
opposite its signature below, as it may be modified as a result of any
assignment that has become effective pursuant to Section 12.3.3 or as otherwise
modified from time to time pursuant to the terms hereof. The initial aggregate
amount of the Lenders' Term Loan Commitments is $6,000,000.00.

         "Term Loan Lender" means a Lender with a Term Loan Commitment or an
outstanding Term Loan.

         "Term Loan Maturity Date" means June 15, 2005.

         "Term Loans" means Loans made pursuant to clause (a) of Section 2.1.

         "Transferee" is defined in Section 12.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance and with respect to any Loan, its nature as
a Floating Rate Loan or a Eurodollar Loan.

         "UCC Financing Statements" means financing statements under the Uniform
Commercial Code in the applicable jurisdiction.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.



                                       21
<PAGE>

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary
(including a Borrower) all of the outstanding voting securities of which shall
at the time be owned or controlled, directly or indirectly, by such Person or
one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one
or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership,
limited liability company, association, joint venture or similar business
organization 100% of the ownership interests having ordinary voting power of
which shall at the time be so owned or controlled.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

         Section 1.2. CLASSIFICATION OF LOANS, ADVANCES AND CREDIT EXTENSIONS.
For purposes of this Agreement, Loans may be classified and referred to by Class
(a "Revolving Loan") or by Type (a "Eurodollar Loan") or by Class and Type (a
"Eurodollar Revolving Loan"). Advances also may be classified and referred to by
Class (a "Revolving Advance") or by Type (a "Eurodollar Advance") or by Class
and Type (a "Eurodollar Revolving Advance").

                                   ARTICLE II

                                   THE CREDITS

         Section 2.1 COMMITMENTS. Subject to the terms and conditions set forth
herein, (a) each Term Loan Lender severally agrees to make a Term Loan to the
Borrower on the Effective Date in a principal amount not exceeding its Term Loan
Commitment, and (b) from and including the date of this Agreement and prior to
the Facility Termination Date, each Revolving Lender severally agrees to (i)
make Revolving Loans to the Borrower and (ii) participate in Facility LCs issued
upon the request of the Borrowers, provided that, after giving effect to the
making of each such Revolving Loan and the issuance of each such Facility LC,
such Revolving Lender's Outstanding Revolving Credit Exposure shall not exceed
its Revolving Commitment. Subject to the terms of this Agreement, the Borrower
may borrow, repay and reborrow Revolving Loans at any time prior to the Facility
Termination Date. Amounts repaid in respect of Term Loans may not be reborrowed.
The Revolving Commitments to extend Revolving Loans and participate in Facility
LCs hereunder shall expire on the Facility Termination Date. The LC Issuer will
issue Facility LCs hereunder on the terms and conditions set forth in Section
2.19.

         Section 2.2. LOANS AND ADVANCES. (i) Each Loan shall be made as part of
a Advance consisting of Loans of the same Class and Type made by the Lenders
ratably in accordance with their respective Commitments of the applicable Class.
Advances of more than one Class and Type may be outstanding at the same time.
The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder, provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender's failure to make Loans as required.



                                       22
<PAGE>

         (ii) Each Revolving Advance and Term Advance shall be comprised
entirely of Floating Rate Loans or Eurodollar Loans as the Borrower may request
in accordance herewith. Notwithstanding anything to the contrary contained
herein, all Advances made on the Effective Date shall be Floating Rate Advances
unless otherwise waived by all Lenders. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan, provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement.

         Section 2.3. REQUIRED PAYMENTS; TERMINATION. (i) Unless previously
terminated, (x) the Term Loan Commitments shall terminate at 5:00 p.m. (Columbus
time) on the Effective Date; and (y) the Revolving Commitments shall terminate
on the Facility Termination Date.

         (ii) The principal of Term Loans shall be payable in installments of
$300,000 each, which shall be due and payable on each Payment Date, commencing
with the first such date to occur after the date of this Agreement, and all
remaining outstanding principal of the Term Loans shall be due and payable on
the Term Loan Maturity Date.

         (iii) The Outstanding Revolving Credit Exposure and all other unpaid
Obligations (other than Obligations with respect to the Term Loans) shall be
paid in full by the Borrower on the Facility Termination Date.

         (iv) The Borrowers shall be irrevocably and unconditionally obligated,
jointly and severally, to pay when due all principal, interest, fees and other
amounts payable under the Loan Documents without presentment, demand, protest or
other formalities of any kind.

         2.4. TYPES OF ADVANCES. The Advances may be Floating Rate Advances or
Eurodollar Advances, or a combination thereof, selected by the Borrowers in
accordance with Sections 2.8 and 2.9.

         2.5. COMMITMENT FEES; REDUCTIONS IN AGGREGATE REVOLVING COMMITMENT. The
Borrowers agree to pay to the Agent for the account of each Revolving Lender
ratably in accordance with their respective Revolving Commitments a commitment
fee at a per annum rate equal to the Applicable Fee Rate on the average daily
Available Aggregate Revolving Commitment from the date of this Agreement to and
including the Facility Termination Date, payable quarterly in arrears
(commencing on June 30, 2002) and on the Facility Termination Date. The
Borrowers may permanently reduce the Aggregate Revolving Commitment in whole, or
in part ratably among the Lenders in a minimum amount of $1,000,000, and by
integral multiples of $1,000,000 in excess thereof, upon at least three Business
Days' written notice to the Agent, which notice shall specify the amount of any
such reduction, provided, however, that the amount of the Aggregate Revolving
Commitment may not be reduced below the Aggregate Outstanding Revolving Credit
Exposure. All accrued commitment fees shall be payable on the effective date of
any termination of the obligations of the Lenders to make Revolving Loans
hereunder.

         2.6. MINIMUM AMOUNT OF EACH ADVANCE. Each Eurodollar Advance shall be
in the minimum amount of $3,000,000 (and in multiples of $1,000,000 if in excess
thereof), and each



                                       23
<PAGE>

Floating Rate Advance shall be in the minimum amount of $50,000 (and in
multiples of $50,000 if in excess thereof), provided, however, that any Floating
Rate Advance may be in the amount of the Available Aggregate Revolving
Commitment.

         2.7. OPTIONAL AND MANDATORY PRINCIPAL PAYMENTS. (i) The Borrowers may
from time to time pay, without penalty or premium, all outstanding Floating Rate
Advances, or, in a minimum aggregate amount of $50,000, any portion of the
outstanding Floating Rate Advances upon one Business Day's prior notice to the
Agent. The Borrowers may from time to time pay, subject to the payment of any
funding indemnification amounts required by Section 3.4 but without penalty or
premium, all outstanding Eurodollar Advances, or, in a minimum aggregate amount
of $1,000,000 or any integral multiple of $1,000,000 in excess thereof, any
portion of the outstanding Eurodollar Advances upon three Business Days' prior
notice to the Agent.

         (ii)     The Borrowers shall make mandatory prepayment of Term Loans as
                  follows:

                  (a)      As required by Section 6.13(ii).

                  (b)      In an amount equal to 100% of the net proceeds
                           realized or received (x) upon the sale of any common
                           stock, preferred stock or other equity, or (y) from
                           the issuance of any Subordinated Indebtedness.

         2.8. METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES.
The Borrowers shall select the Class and Type of each Advance and, in the case
of each Eurodollar Advance, the Interest Period applicable thereto from time to
time, provided, however, there may be no more than five (5) different Interest
Periods for Eurodollar Advances outstanding at the same time (for which purpose
Interest Periods described in the definition of the term "Interest Period" shall
be deemed to be different Interest Periods even if they are coterminous). The
Borrowers shall give the Agent irrevocable notice (a "Borrowing Notice") not
later than 10:00 a.m. (Columbus time) at least one Business Day before the
Borrowing Date of each Floating Rate Advance and three Business Days before the
Borrowing Date for each Eurodollar Advance, specifying:

         (i)      The Borrowing Date, which shall be a Business Day, of such
                  Advance.

         (ii)     The aggregate amount of such Advance.

         (iii)    The Class and Type of Advance selected.

         (iv)     In the case of each Eurodollar Advance, the Interest Period
                  applicable thereto.

If no election as to Type of Advance is specified in the Borrowing Notice, the
requested Advance shall be a Floating Rate Advance.

Not later than noon (Columbus time) on each Borrowing Date, each Lender shall
make available its Loan or Loans in funds immediately available in Columbus to
the Agent at its address specified pursuant to Article XIII. The Agent will make
the funds so received from the Lenders



                                       24
<PAGE>

available to the Borrowers at the Agent's aforesaid address.

         2.9. CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES. Floating Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into Eurodollar Advances pursuant to this Section
2.9 or are repaid in accordance with the terms of this Agreement. Each
Eurodollar Advance shall continue as a Eurodollar Advance until the end of the
then applicable Interest Period therefor, at which time such Eurodollar Advance
shall be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with the terms of this
Agreement or (y) the Borrowers shall have given the Agent a
Conversion/Continuation Notice (as defined below) requesting that, at the end of
such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance
for the same or another Interest Period. Subject to the terms of Section 2.6,
the Borrowers may elect from time to time to convert all or any part of a
Floating Rate Advance into a Eurodollar Advance. The Borrowers shall give the
Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion
of a Floating Rate Advance into a Eurodollar Advance or continuation of a
Eurodollar Advance not later than 10:00 a.m. (Columbus time) at least three
Business Days prior to the date of the requested conversion or continuation,
specifying:

         (i)      The requested date, which shall be a Business Day, of such
                  conversion or continuation.

         (ii)     The aggregate amount, Class and Type of the Advance which is
                  to be converted or continued.

         (iii)    The amount of such Advance which is to be converted into or
                  continued as a Eurodollar Advance and the duration of the
                  Interest Period applicable thereto.

         2.10. CHANGES IN INTEREST RATE, ETC. Each Floating Rate Advance shall
bear interest on the outstanding principal amount thereof, for each day from and
including the date such Floating Rate Advance is made or is automatically
converted from a Eurodollar Advance into a Floating Rate Advance pursuant to
Section 2.9, to but excluding the date it is paid or is converted into a
Eurodollar Advance pursuant to Section 2.9 hereof, at a rate per annum equal to
the Floating Rate for such day. Changes in the rate of interest on that portion
of any Advance maintained as a Floating Rate Advance will take effect
simultaneously with each change in the Alternate Base Rate. Each Eurodollar
Advance shall bear interest on the outstanding principal amount thereof from and
including the first day of the Interest Period applicable thereto to (but not
including) the last day of such Interest Period at the interest rate determined
by the Agent as applicable to such Eurodollar Advance based upon the Borrowers'
selections under Sections 2.8 and 2.9 and otherwise in accordance with the terms
hereof. No Interest Period may end after the Facility Termination Date.

         2.11. RATES APPLICABLE AFTER DEFAULT. Notwithstanding anything to the
contrary contained in Section 2.8, 2.9 or 2.10, during the continuance of a
Default or Unmatured Default the Required Lenders may, at their option, by
notice to the Borrowers (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 8.2



                                       25
<PAGE>

requiring unanimous consent of the Lenders to changes in interest rates),
declare that no Advance may be made as, converted into or continued as a
Eurodollar Advance. During the continuance of a Default the Required Lenders
may, at their option, by notice to the Borrowers (which notice may be revoked at
the option of the Required Lenders notwithstanding any provision of Section 8.2
requiring unanimous consent of the Lenders to changes in interest rates),
declare that (i) each (x) Eurodollar Advance shall bear interest for the
remainder of the applicable Interest Period at the rate otherwise applicable to
such Interest Period plus 2% per annum, and (y) each Floating Rate Advance shall
bear interest at a rate per annum equal to the Floating Rate in effect from time
to time plus 2% per annum, and (ii) the LC Fee shall be increased by 2% per
annum, provided that, during the continuance of a Default under Section 7.6 or
7.7, the interest rates set forth in clauses (i) above and the increase in the
LC Fee set forth in clause (ii) above shall be applicable to all Credit
Extensions without any election or action on the part of the Agent or any
Lender.

         2.12. METHOD OF PAYMENT. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the Agent's address specified pursuant to
Article XIII, or at any other Lending Installation of the Agent specified in
writing by the Agent to the Borrowers, by noon (local time) on the date when due
and shall (except in the case of Reimbursement Obligations for which the LC
Issuer has not been fully indemnified by the Lenders, or as otherwise
specifically required hereunder) be applied ratably by the Agent among the
Lenders. Each payment delivered to the Agent for the account of any Lender shall
be delivered promptly by the Agent to such Lender in the same type of funds that
the Agent received at its address specified pursuant to Article XIII or at any
Lending Installation specified in a notice received by the Agent from such
Lender. The Agent is hereby authorized to charge the account of any Borrower
maintained with Bank One for each payment of principal, interest, Reimbursement
Obligations and fees as it becomes due hereunder. Each reference to the Agent in
this Section 2.12 shall also be deemed to refer, and shall apply equally, to the
LC Issuer, in the case of payments required to be made by the Borrowers to the
LC Issuer pursuant to Section 2.19.6.

         2.13. NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS. (i) Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrowers to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

         (ii) The Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, the Class and Type thereof and the
Interest Period with respect thereto, (b) the amount of any principal or
interest due and payable or to become due and payable from the Borrowers to each
Lender hereunder, (c) the original stated amount of each Facility LC and the
amount of LC Obligations outstanding at any time, and (d) the amount of any sum
received by the Agent hereunder from the Borrowers and each Lender's share
thereof.

         (iii) The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such



                                       26
<PAGE>

accounts or any error therein shall not in any manner affect the obligation of
the Borrowers to repay the Obligations in accordance with their terms.

         (iv) Any Lender may request that its Loans of either Class be evidenced
by a promissory note in substantially the form of Exhibit E (a "Note"). In such
event, the Borrowers shall prepare, execute and deliver to such Lender such Note
payable to the order of such Lender. Thereafter, the Loans evidenced by such
Note and interest thereon shall at all times (prior to any assignment pursuant
to Section 12.3) be represented by one or more Notes payable to the order of the
payee named therein, except to the extent that any such Lender subsequently
returns any such Note for cancellation and requests that such Loans once again
be evidenced as described in paragraphs (i) and (ii) above.

         2.14. TELEPHONIC NOTICES. The Borrowers hereby authorize the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Classes and Types of Advances and to transfer funds based on telephonic notices
made by any person or persons the Agent or any Lender in good faith believes to
be acting on behalf of the Borrowers, it being understood that the foregoing
authorization is specifically intended to allow Borrowing Notices and
Conversion/Continuation Notices to be given telephonically. The Borrowers agree
to deliver promptly to the Agent a written confirmation, if such confirmation is
requested by the Agent or any Lender, of each telephonic notice signed by an
Authorized Officer. If the written confirmation differs in any material respect
from the action taken by the Agent and the Lenders, the records of the Agent and
the Lenders shall govern absent manifest error.

         2.15. INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date of this Agreement and at
maturity. Interest accrued on each Eurodollar Advance shall be payable on the
last day of its applicable Interest Period, on any date on which the Eurodollar
Advance is prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on each Eurodollar Advance having an Interest Period longer
than three months shall also be payable on the last day of each three-month
interval during such Interest Period. Interest, commitment fees and LC Fees
shall be calculated for actual days elapsed on the basis of a 360-day year.
Interest shall be payable for the day an Advance is made but not for the day of
any payment on the amount paid if payment is received prior to noon (local time)
at the place of payment. If any payment of principal of or interest on an
Advance shall become due on a day which is not a Business Day, such payment
shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.

         2.16. NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND
COMMITMENT REDUCTIONS. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. Promptly after notice from the LC Issuer, the Agent will notify
each Lender of the contents of each request for issuance of a Facility LC
hereunder. The Agent will notify each Lender of the interest rate applicable to
each Eurodollar Advance promptly upon determination of such interest rate and
will give each Lender prompt notice of each change in the Alternate Base Rate.



                                       27
<PAGE>

         2.17. LENDING INSTALLATIONS. Each Lender may book its Loans and its
participation in any LC Obligations and the LC Issuer may book the Facility LCs
at any Lending Installation selected by such Lender or the LC Issuer, as the
case may be, and may change its Lending Installation from time to time. All
terms of this Agreement shall apply to any such Lending Installation and the
Loans, Facility LCs, participations in LC Obligations and any Notes issued
hereunder shall be deemed held by each Lender or the LC Issuer, as the case may
be, for the benefit of any such Lending Installation. Each Lender and the LC
Issuer may, by written notice to the Agent and the Borrowers in accordance with
Article XIII, designate replacement or additional Lending Installations through
which Loans will be made by it or Facility LCs will be issued by it and for
whose account Loan payments or payments with respect to Facility LCs are to be
made.

         2.18. NON-RECEIPT OF FUNDS BY THE AGENT. Unless the Borrowers or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrowers, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that such Lender
or the Borrowers do not intend to make such payment, the Agent may assume that
such payment has been made. The Agent may, but shall not be obligated to, make
the amount of such payment available to the intended recipient in reliance upon
such assumption. If either such Lender or the Borrowers, as the case may be, has
not in fact made such payment to the Agent, the recipient of such payment shall,
on demand by the Agent, repay to the Agent the amount so made available together
with interest thereon in respect of each day during the period commencing on the
date such amount was so made available by the Agent until the date the Agent
recovers such amount at a rate per annum equal to (x) in the case of payment by
a Lender, the Federal Funds Effective Rate for such day for the first three days
and, thereafter, the interest rate applicable to the relevant Loan or (y) in the
case of payment by the Borrowers, the interest rate applicable to the relevant
Loan.

         2.19.    FACILITY LCS.

                  2.19.1. ISSUANCE. The LC Issuer hereby agrees, on the terms
         and conditions set forth in this Agreement, to issue documentary and
         standby letters of credit (each, a "Facility LC") and to renew, extend,
         increase, decrease or otherwise modify each Facility LC ("Modify," and
         each such action a "Modification"), from time to time from and
         including the date of this Agreement and prior to the Facility
         Termination Date upon the request of the Borrowers; provided that
         immediately after each such Facility LC is issued or Modified, (i) the
         aggregate amount of the outstanding LC Obligations shall not exceed
         $5,000,000 and (ii) the Aggregate Outstanding Revolving Credit Exposure
         shall not exceed the Aggregate Revolving Commitment. No Facility LC
         shall have an expiry date later than the earlier of (x) the fifth
         Business Day prior to the Facility Termination Date and (y) one year
         after its issuance.

                  2.19.2. PARTICIPATIONS. Upon the issuance or Modification by
         the LC Issuer of a Facility LC in accordance with this Section 2.19,
         the LC Issuer shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably sold to each



                                       28
<PAGE>

         Lender, and each Lender shall be deemed, without further action by any
         party hereto, to have unconditionally and irrevocably purchased from
         the LC Issuer, a participation in such Facility LC (and each
         Modification thereof) and the related LC Obligations in proportion to
         its Pro Rata Share.

                  2.19.3. NOTICE. Subject to Section 2.19.1, the Borrowers shall
         give the LC Issuer notice prior to 10:00 a.m. (Columbus time) at least
         five Business Days prior to the proposed date of issuance or
         Modification of each Facility LC, specifying the beneficiary, the
         proposed date of issuance (or Modification) and the expiry date of such
         Facility LC, and describing the proposed terms of such Facility LC and
         the nature of the transactions proposed to be supported thereby. Upon
         receipt of such notice, the LC Issuer shall promptly notify the Agent,
         and the Agent shall promptly notify each Lender, of the contents
         thereof and of the amount of such Lender's participation in such
         proposed Facility LC. The issuance or Modification by the LC Issuer of
         any Facility LC shall, in addition to the conditions precedent set
         forth in Article IV (the satisfaction of which the LC Issuer shall have
         no duty to ascertain), be subject to the conditions precedent that such
         Facility LC shall be satisfactory to the LC Issuer and that the
         Borrowers shall have executed and delivered such application agreement
         and/or such other instruments and agreements relating to such Facility
         LC as the LC Issuer shall have reasonably requested (each, a "Facility
         LC Application"). In the event of any conflict between the terms of
         this Agreement and the terms of any Facility LC Application, the terms
         of this Agreement shall control.

                  2.19.4. LC FEES. The Borrowers shall pay to the Agent, for the
         account of the Lenders ratably in accordance with their respective Pro
         Rata Shares, with respect to each standby Facility LC, a letter of
         credit fee at a per annum rate equal to the Applicable Margin for
         Eurodollar Loans in effect from time to time on the average daily
         undrawn stated amount under such standby Facility LC, such fee to be
         payable in arrears on each Payment Date (each such fee described in
         this sentence an "LC Fee"). The Borrowers shall also pay to the LC
         Issuer for its own account (x) at the time of issuance of each Facility
         LC, a fronting fee in an amount equal to 1/8th percent of the stated
         amount of each Facility LC, and (y) documentary and processing charges
         in connection with the issuance or Modification of and draws under
         Facility LCs in the amount of $175.00.

                  2.19.5. ADMINISTRATION; REIMBURSEMENT BY LENDERS. Upon receipt
         from the beneficiary of any Facility LC of any demand for payment under
         such Facility LC, the LC Issuer shall notify the Agent and the Agent
         shall promptly notify the Borrowers and each other Lender as to the
         amount to be paid by the LC Issuer as a result of such demand and the
         proposed payment date (the "LC Payment Date"). The responsibility of
         the LC Issuer to the Borrowers and each Lender shall be only to
         determine that the documents (including each demand for payment)
         delivered under each Facility LC in connection with such presentment
         shall be in conformity in all material respects with such Facility LC.
         The LC Issuer shall endeavor to exercise the same care in the issuance
         and administration of the Facility LCs as it does with respect to
         letters of credit in which no participations are granted, it being
         understood that in the absence of any gross negligence or willful
         misconduct by the LC Issuer, each Lender shall be unconditionally and
         irrevocably liable




                                       29
<PAGE>

         without regard to the occurrence of any Default or any condition
         precedent whatsoever, to reimburse the LC Issuer on demand for (i) such
         Lender's Pro Rata Share of the amount of each payment made by the LC
         Issuer under each Facility LC to the extent such amount is not
         reimbursed by the Borrowers pursuant to Section 2.19.6 below, plus (ii)
         interest on the foregoing amount to be reimbursed by such Lender, for
         each day from the date of the LC Issuer's demand for such reimbursement
         (or, if such demand is made after 11:00 a.m. (Columbus time) on such
         date, from the next succeeding Business Day) to the date on which such
         Lender pays the amount to be reimbursed by it, at a rate of interest
         per annum equal to the Federal Funds Effective Rate for the first three
         days and, thereafter, at a rate of interest equal to the rate
         applicable to Floating Rate Advances.

                  2.19.6. REIMBURSEMENT BY BORROWERS. The Borrowers shall be
         irrevocably and unconditionally obligated, jointly and severally, to
         reimburse the LC Issuer on or before the applicable LC Payment Date for
         any amounts to be paid by the LC Issuer upon any drawing under any
         Facility LC, without presentment, demand, protest or other formalities
         of any kind; provided that neither any Borrower nor any Lender shall
         hereby be precluded from asserting any claim for direct (but not
         consequential) damages suffered by such Borrower or such Lender to the
         extent, but only to the extent, caused by (i) the willful misconduct or
         gross negligence of the LC Issuer in determining whether a request
         presented under any Facility LC issued by it complied with the terms of
         such Facility LC or (ii) the LC Issuer's failure to pay under any
         Facility LC issued by it after the presentation to it of a request
         strictly complying with the terms and conditions of such Facility LC.
         All such amounts paid by the LC Issuer and remaining unpaid by the
         Borrowers shall bear interest, payable on demand, for each day until
         paid at a rate per annum equal to (x) the rate applicable to Floating
         Rate Advances for such day if such day falls on or before the
         applicable LC Payment Date and (y) the sum of 2% plus the rate
         applicable to Floating Rate Advances for such day if such day falls
         after such LC Payment Date. The LC Issuer will pay to each Lender
         ratably in accordance with its Pro Rata Share all amounts received by
         it from the Borrowers for application in payment, in whole or in part,
         of the Reimbursement Obligation in respect of any Facility LC issued by
         the LC Issuer, but only to the extent such Lender has made payment to
         the LC Issuer in respect of such Facility LC pursuant to Section
         2.19.5. Subject to the terms and conditions of this Agreement
         (including without limitation the submission of a Borrowing Notice in
         compliance with Section 2.8 and the satisfaction of the applicable
         conditions precedent set forth in Article IV), the Borrowers may
         request a Revolving Advance hereunder for the purpose of satisfying any
         Reimbursement Obligation.

                  2.19.7. OBLIGATIONS ABSOLUTE. The Borrowers' obligations under
         this Section 2.19 shall be absolute and unconditional under any and all
         circumstances and irrespective of any setoff, counterclaim or defense
         to payment which the Borrowers may have or have had against the LC
         Issuer, any Lender or any beneficiary of a Facility LC. The Borrowers
         further agree with the LC Issuer and the Lenders that the LC Issuer and
         the Lenders shall not be responsible for, and the Borrowers'
         Reimbursement Obligation in respect of any Facility LC shall not be
         affected by, among other things, the validity or genuineness of
         documents or of any endorsements thereon, even if such documents should
         in fact prove to be in any or all respects invalid, fraudulent or
         forged, or any dispute between or among



                                       30
<PAGE>

         the Borrowers, any of their Affiliates, the beneficiary of any Facility
         LC or any financing institution or other party to whom any Facility LC
         may be transferred or any claims or defenses whatsoever of the
         Borrowers or of any of its Affiliates against the beneficiary of any
         Facility LC or any such transferee. The LC Issuer shall not be liable
         for any error, omission, interruption or delay in transmission,
         dispatch or delivery of any message or advice, however transmitted, in
         connection with any Facility LC. The Borrowers agree that any action
         taken or omitted by the LC Issuer or any Lender under or in connection
         with each Facility LC and the related drafts and documents, if done
         without gross negligence or willful misconduct, shall be binding upon
         the Borrowers and shall not put the LC Issuer or any Lender under any
         liability to the Borrowers. Nothing in this Section 2.19.7 is intended
         to limit the right of the Borrowers to make a claim against the LC
         Issuer for damages as contemplated by the proviso to the first sentence
         of Section 2.19.6.

                  2.19.8. ACTIONS OF LC ISSUER. The LC Issuer shall be entitled
         to rely, and shall be fully protected in relying, upon any Facility LC,
         draft, writing, resolution, notice, consent, certificate, affidavit,
         letter, cablegram, telegram, telecopy, telex or teletype message,
         statement, order or other document believed by it to be genuine and
         correct and to have been signed, sent or made by the proper Person or
         Persons, and upon advice and statements of legal counsel, independent
         accountants and other experts selected by the LC Issuer. The LC Issuer
         shall be fully justified in failing or refusing to take any action
         under this Agreement unless it shall first have received such advice or
         concurrence of the Required Lenders as it reasonably deems appropriate
         or it shall first be indemnified to its reasonable satisfaction by the
         Lenders against any and all liability and expense which may be incurred
         by it by reason of taking or continuing to take any such action.
         Notwithstanding any other provision of this Section 2.19, the LC Issuer
         shall in all cases be fully protected in acting, or in refraining from
         acting, under this Agreement in accordance with a request of the
         Required Lenders, and such request and any action taken or failure to
         act pursuant thereto shall be binding upon the Lenders and any future
         holders of a participation in any Facility LC.

                  2.19.9. INDEMNIFICATION. The Borrowers, jointly and severally,
         hereby agree to indemnify and hold harmless each Lender, the LC Issuer
         and the Agent, and their respective directors, officers, agents and
         employees from and against any and all claims and damages, losses,
         liabilities, costs or expenses which such Lender, the LC Issuer or the
         Agent may incur (or which may be claimed against such Lender, the LC
         Issuer or the Agent by any Person whatsoever) by reason of or in
         connection with the issuance, execution and delivery or transfer of or
         payment or failure to pay under any Facility LC or any actual or
         proposed use of any Facility LC, including, without limitation, any
         claims, damages, losses, liabilities, costs or expenses which the LC
         Issuer may incur by reason of or in connection with (i) the failure of
         any other Lender to fulfill or comply with its obligations to the LC
         Issuer hereunder (but nothing herein contained shall affect any rights
         the Borrowers may have against any defaulting Lender) or (ii) by reason
         of or on account of the LC Issuer issuing any Facility LC which
         specifies that the term "Beneficiary" included therein includes any
         successor by operation of law of the named Beneficiary, but which
         Facility LC does not require that any drawing by any such successor
         Beneficiary be accompanied by a copy of a legal document, satisfactory
         to the




                                       31
<PAGE>

         LC Issuer, evidencing the appointment of such successor Beneficiary;
         provided that the Borrowers shall not be required to indemnify any
         Lender, the LC Issuer or the Agent for any claims, damages, losses,
         liabilities, costs or expenses to the extent, but only to the extent,
         caused by (x) the willful misconduct or gross negligence of the LC
         Issuer in determining whether a request presented under any Facility LC
         complied with the terms of such Facility LC or (y) the LC Issuer's
         failure to pay under any Facility LC after the presentation to it of a
         request strictly complying with the terms and conditions of such
         Facility LC. Nothing in this Section 2.19.9 is intended to limit the
         obligations of the Borrowers under any other provision of this
         Agreement.

                  2.19.10. LENDERS' INDEMNIFICATION. Each Lender shall, ratably
         in accordance with its Pro Rata Share, indemnify the LC Issuer, its
         affiliates and their respective directors, officers, agents and
         employees (to the extent not reimbursed by the Borrowers) against any
         cost, expense (including reasonable counsel fees and disbursements),
         claim, demand, action, loss or liability (except such as result from
         such indemnitees' gross negligence or willful misconduct or the LC
         Issuer's failure to pay under any Facility LC after the presentation to
         it of a request strictly complying with the terms and conditions of the
         Facility LC) that such indemnitees may suffer or incur in connection
         with this Section 2.19 or any action taken or omitted by such
         indemnitees hereunder.

                  2.19.11. FACILITY LC COLLATERAL ACCOUNT. The Borrowers agree
         that they will, upon the request of the Agent or the Required Lenders
         and until the final expiration date of any Facility LC and thereafter
         as long as any amount is payable to the LC Issuer or the Lenders in
         respect of any Facility LC, maintain a special collateral account
         pursuant to arrangements satisfactory to the Agent (the "Facility LC
         Collateral Account") at the Agent's office at the address specified
         pursuant to Article XIII, in the name of the Borrowers but under the
         sole dominion and control of the Agent, for the benefit of the Lenders
         and in which the Borrowers shall have no interest other than as set
         forth in Section 8.1. The Borrowers hereby pledge, assign and grant to
         the Agent, on behalf of and for the ratable benefit of the Lenders and
         the LC Issuer, a security interest in all of the Borrowers' right,
         title and interest in and to all funds which may from time to time be
         on deposit in the Facility LC Collateral Account to secure the prompt
         and complete payment and performance of the Obligations. The Agent will
         invest any funds on deposit from time to time in the Facility LC
         Collateral Account in certificates of deposit of Bank One having a
         maturity not exceeding 30 days. Nothing in this Section 2.19.11 shall
         either obligate the Agent to require the Borrowers to deposit any funds
         in the Facility LC Collateral Account or limit the right of the Agent
         to release any funds held in the Facility LC Collateral Account in each
         case other than as required by Section 8.1.

                  2.19.12. RIGHTS AS A LENDER. In its capacity as a Lender, the
         LC Issuer shall have the same rights and obligations as any other
         Lender.

         2.20. EXTENSION OF FACILITY TERMINATION DATE. (i) The Borrowers may
request a one-year extension of the Facility Termination Date by submitting a
request for an extension to the Agent (an "Extension Request") no more than 60
days prior to the date which is one-year prior to the Facility Termination



                                       32
<PAGE>

Date. The Extension Request must specify the new Facility Termination Date
requested by the Borrowers (being one-year from the existing Facility
Termination Date) and the date (which must be at least 30 days after the
Extension Request is delivered to the Agent) as of which the Lenders must
respond to the Extension Request (the "Response Date"). Promptly upon receipt of
an Extension Request, the Agent shall notify each Lender of the contents thereof
and shall request each Lender to approve the Extension Request. Each Lender
approving the Extension Request shall deliver its written consent no later than
the Response Date. If the consent of each of the Lenders is received by the
Agent, the new Facility Termination Date specified in the Extension Request
shall become effective on the existing Facility Termination Date and the Agent
shall promptly notify the Borrowers and each Lender of the new Facility
Termination Date.

         (ii) Provided the Facility Termination Date has been extended in
accordance with paragraph (i) above, the Borrowers may request an additional
one-year extension of the then existing Facility Termination Date by submitting
a request for such an extension to the Agent (the "Second Extension Request") no
more than 60 days prior to the date which is one-year prior to the then existing
Facility Termination Date. The Second Extension Request must specify the new
Facility Termination Date requested by the Borrowers (being one-year from the
then existing Facility Termination Date) and the date (which must be at least 30
days after the Second Extension Request is delivered to the Agent) as of which
the Lenders must respond to the Second Extension Request (the "Second Response
Date"). Promptly upon receipt of the Second Extension Request, the Agent shall
notify each Lender of the contents thereof and shall request each Lender to
approve the Second Extension Request. Each Lender approving the Second Extension
Request shall deliver its written consent no later than the Second Response
Date. If the consent of each of the Lenders is received by the Agent, the new
Facility Termination Date specified in the Second Extension Request shall become
effective on the then existing Facility Termination Date and the Agent shall
promptly notify the Borrowers and each Lender of the new Facility Termination
Date.

         2.21. REPLACEMENT OF LENDER. If the Borrowers are required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender
so affected an "Affected Lender"), the Borrowers may elect, if such amounts
continue to be charged or such suspension is still effective, to replace such
Affected Lender as a Lender party to this Agreement, provided that no Default or
Unmatured Default shall have occurred and be continuing at the time of such
replacement, and provided further that, concurrently with such replacement, (i)
another bank or other entity which is reasonably satisfactory to the Borrowers
and the Agent shall agree, as of such date, to purchase for cash the Advances
and other Obligations due to the Affected Lender pursuant to an assignment
substantially in the form of Exhibit C and to become a Lender for all purposes
under this Agreement and to assume all obligations of the Affected Lender to be
terminated as of such date and to comply with the requirements of Section 12.3
applicable to assignments, and (ii) the Borrowers shall pay to such Affected
Lender in same day funds on the day of such replacement (A) all interest, fees
and other amounts then accrued but unpaid to such Affected Lender by the
Borrowers hereunder to and including the date of termination, including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5,
and (B) an amount, if any, equal to the payment which would have been due to
such Lender on the day of such replacement



                                       33
<PAGE>

under Section 3.4 had the Loans of such Affected Lender been prepaid on such
date rather than sold to the replacement Lender.

         2.22. COLLATERAL. The Secured Obligations shall be secured by a first
priority lien and security interest in all Property (but excluding any parcel or
related parcels of real property having a value of less than $1,000,000) of the
Borrowers, including, without limitation, all outstanding shares of capital
stock or other ownership interests of all Subsidiaries (including Subsidiaries
that are Borrowers) pursuant to the Collateral Documents. The Agent shall be
authorized and permitted to execute and deliver to the Borrowers on the Lenders'
behalf any agreements, documents or instruments as shall be necessary or
appropriate to effect releases of collateral with respect to leases, sales or
other dispositions of the Borrowers' Property which are permitted by Section
6.13.

         2.23. ADDITIONAL BORROWERS AND GUARANTORS. In order to induce the
Lenders, subject to the terms of this Agreement and the other Loan Documents, to
continue to make additional Advances and Loans to the Borrowers and the LC
Issuer to issue additional Facility LCs and as consideration for Advances and
Loans previously made and Facility LCs previously issued, each Person which
becomes a Subsidiary after the date of this Agreement shall be required to
become, at the option of the Required Lenders, either (x) a party to this
Agreement, the Facility LC Applications, the Notes and the other Loan Documents
by the execution and delivery by such a Subsidiary and the Agent of the
Supplement in the form of Exhibit F attached hereto and by the execution and
delivery of other documents, including Collateral Documents, as may be required
by the Agent, or (y) a Guarantor by the execution and delivery by such a
Subsidiary of a Guaranty and by the execution and delivery of other documents as
may be required by the Agent. Upon such execution and delivery, each such
Subsidiary shall, as applicable, become either (x) a Borrower under this
Agreement, the Facility LC Applications, the Notes and the other Loan Documents
with the same force and effect as if originally named a Borrower under this
Agreement, the Facility LC Applications, the Notes and the other Loan Documents,
or (y) a Guarantor. The execution of and delivery of any such Supplements or
Guaranties shall not require the consent of any other Borrower or Guarantor. The
rights and obligations of (x) each Borrower under this Agreement, the Facility
LC Applications, the Notes and the other Loan Documents and (y) each Guarantor
under each Guaranty, shall remain in full force and effect notwithstanding the
addition of (x) any new Borrower to this Agreement, the Facility LC
Applications, the Notes and the other Loan Documents or (y) any new Guarantor.

         2.24. WAIVER OF SUBROGATION. Each Borrower expressly waives any and all
rights of subrogation, contribution, reimbursement, indemnity, exoneration,
implied contract, recourse to security or any other claim (including any claim,
as that term is defined in the federal Bankruptcy Code, and any amendments)
which such Borrower may now have or later acquire against any other Borrower,
any other entity directly or contingently liable for the obligations of the
Borrowers under this Agreement, the Notes and all other Loan Documents, arising
from the existence or performance of such Borrower's obligations under this
Agreement and the other Loan Documents.



                                       34
<PAGE>

                                   ARTICLE III
                             CHANGE IN CIRCUMSTANCES

         3.1. YIELD PROTECTION. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation or the LC Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

         (i)      subjects any Lender or any applicable Lending Installation or
                  the LC Issuer to any Taxes, or changes the basis of taxation
                  of payments (other than with respect to Excluded Taxes) to any
                  Lender or the LC Issuer in respect of its Eurodollar Loans,
                  Facility LCs or participations therein, or

         (ii)     imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation or the LC Issuer (other than
                  reserves and assessments taken into account in determining the
                  interest rate applicable to Eurodollar Advances), or

         (iii)    imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  or the LC Issuer of making, funding or maintaining its
                  Eurodollar Loans, or of issuing or participating in Facility
                  LCs, or reduces any amount receivable by any Lender or any
                  applicable Lending Installation or the LC Issuer in connection
                  with its Eurodollar Loans, Facility LCs or participations
                  therein, or requires any Lender or any applicable Lending
                  Installation or the LC Issuer to make any payment calculated
                  by reference to the amount of Eurodollar Loans, Facility LCs
                  or participations therein held or interest or LC Fees received
                  by it, by an amount deemed material by such Lender or the LC
                  Issuer as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the LC Issuer, as the case may be, of making
or maintaining its Eurodollar Loans or Commitment or of issuing or participating
in Facility LCs or to reduce the return received by such Lender or applicable
Lending Installation or the LC Issuer, as the case may be, in connection with
such Eurodollar Loans, Commitment, Facility LCs or participations therein, then,
within 15 days of demand by such Lender or the LC Issuer, as the case may be,
the Borrowers shall pay such Lender or the LC Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the LC Issuer, as
the case may be, for such increased cost or reduction in amount received. Any
such demand must be given by such Lender or the LC Issuer within 180 days of the
determination any such increased cost or reduced return.

         3.2. CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender or the LC
Issuer determines the amount of capital required or expected to be maintained by
such Lender or the LC



                                       35
<PAGE>

Issuer, any Lending Installation of such Lender or the LC Issuer, or any
corporation controlling such Lender or the LC Issuer is increased as a result of
a Change, then, within 15 days of demand by such Lender or the LC Issuer, the
Borrowers shall pay such Lender or the LC Issuer the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or the LC Issuer determines is attributable
to this Agreement, its Outstanding Credit Exposure or its Commitment to make
Loans and issue or participate in Facility LCs, as the case may be, hereunder
(after taking into account such Lender's or the LC Issuer's policies as to
capital adequacy). "Change" means (i) any change after the date of this
Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change
in any other law, governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of law)
after the date of this Agreement which affects the amount of capital required or
expected to be maintained by any Lender or the LC Issuer or any Lending
Installation or any corporation controlling any Lender or the LC Issuer.
"Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in
effect in the United States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

         3.3. AVAILABILITY OF TYPES OF ADVANCES. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Agent shall suspend the availability of Eurodollar Advances and require any
affected Eurodollar Advances to be repaid or converted to Floating Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.4.

         3.4. FUNDING INDEMNIFICATION. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurodollar
Advance is not made on the date specified by the Borrowers for any reason other
than default by the Lenders, the Borrowers will indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain such Eurodollar Advance.

         3.5. TAXES. (i) All payments by the Borrowers to or for the account of
any Lender, the LC Issuer or the Agent hereunder or under any Note or Facility
LC Application shall be made free and clear of and without deduction for any and
all Taxes. If the Borrowers shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder to any Lender, the LC Issuer or the
Agent, (a) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 3.5) such Lender, the LC Issuer or the Agent (as the
case may be) receives an amount



                                       36
<PAGE>

equal to the sum it would have received had no such deductions been made, (b)
the Borrowers shall make such deductions, (c) the Borrowers shall pay the full
amount deducted to the relevant authority in accordance with applicable law and
(d) the Borrowers shall furnish to the Agent the original copy of a receipt
evidencing payment thereof within 30 days after such payment is made.

         (ii) In addition, the Borrowers hereby agree to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or Facility LC Application or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note or Facility LC Application
("Other Taxes").

         (iii) The Borrowers hereby agree to indemnify Agent, the LC Issuer and
each Lender for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed on amounts payable under this
Section 3.5) paid by Administration Agent, the LC Issuer or such Lender as a
result of its Commitment, any Loans made by it hereunder, or otherwise in
connection with its participation in this Agreement and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
Payments due under this indemnification shall be made within 30 days of the date
Agent, the LC Issuer or such Lender makes demand therefor pursuant to Section
3.6.

         (iv) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will, not more than ten Business Days after the date of this Agreement, (i)
deliver to the Agent two duly completed copies of United States Internal Revenue
Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii) deliver to the
Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and
certify that it is entitled to an exemption from United States backup
withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of
the Borrowers and the Agent (x) renewals or additional copies of such form (or
any successor form) on or before the date that such form expires or becomes
obsolete, and (y) after the occurrence of any event requiring a change in the
most recent forms so delivered by it, such additional forms or amendments
thereto as may be reasonably requested by the Borrowers or the Agent. All forms
or amendments described in the preceding sentence shall certify that such Lender
is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, unless an event
(including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrowers and the Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

         (v) For any period during which a Non-U.S. Lender has failed to provide
the Borrowers with an appropriate form pursuant to clause (iv), above (unless
such failure is due to a change in treaty, law or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under

                                       37
<PAGE>


this Section 3.5 with respect to Taxes imposed by the United States; provided
that, should a Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv), above, the Borrowers shall take
such steps as such Non-U.S. Lender shall reasonably request to assist such
Non-U.S. Lender to recover such Taxes.

         (vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrowers (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate.

         (vii) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Agent of a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender shall indemnify
the Agent fully for all amounts paid, directly or indirectly, by the Agent as
tax, withholding therefor, or otherwise, including penalties and interest, and
including taxes imposed by any jurisdiction on amounts payable to the Agent
under this subsection, together with all costs and expenses related thereto
(including attorneys fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent). The obligations of the Lenders under
this Section 3.5(vii) shall survive the payment of the Obligations and
termination of this Agreement.

         3.6. LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans to reduce any liability of the Borrowers to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurodollar Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrowers (with a copy to the
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set forth in reasonable detail the calculations upon
which such Lender determined such amount and shall be final, conclusive and
binding on the Borrowers in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurodollar Loan shall
be calculated as though each Lender funded its Eurodollar Loan through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in determining the Eurodollar Rate applicable to such Loan,
whether in fact that is the case or not. Unless otherwise provided herein, the
amount specified in the written statement of any Lender shall be payable on
demand after receipt by the Borrowers of such written statement. The obligations
of the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of
the Obligations and termination of this Agreement.



                                       38
<PAGE>

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1. INITIAL CREDIT EXTENSION. The Lenders shall not be required to
make the initial Credit Extension hereunder unless (x) the Borrowers have
furnished to the Agent with sufficient copies for the Lenders of the documents
listed in subsections (i) through (vi) below; (y) the Borrowers have furnished
to the Agent the documents listed in subsections (vii) through (xii) below; and
(z) the Agent shall have received from the Borrowers, for the ratable benefit of
the Lenders, the facility fee agreed to by the Borrower and the Agent pursuant
to that certain letter agreement dated June 18, 2002, or as otherwise agreed
from time to time.

         (i)      Copies, as applicable, of the articles or certificate of
                  incorporation or organization of each Borrower, together with
                  all amendments, and a certificate of good standing, each
                  certified by the appropriate governmental officer in its
                  jurisdiction of incorporation

         (ii)     Copies, as applicable, certified by the Secretary or Assistant
                  Secretary of each Borrower, of its code of regulations and/or
                  by-laws and of the Board of Directors' resolutions or of
                  resolutions or actions of any other body authorizing the
                  execution, delivery and performance of the Loan Documents to
                  which any Borrower is a party and required Rate Management
                  Transactions or of its operating or other management agreement
                  and of resolutions of its members and of any other body
                  authorizing the execution, delivery and performance of the
                  Loan Documents to which such Borrower is a party and required
                  Rate Management Transactions.

         (iii)    An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of each Borrower, which shall identify by
                  name and title and bear the signatures of the Authorized
                  Officers and any other officers of such Borrower authorized to
                  sign the Loan Documents to which such Borrower is a party and
                  documents in connection with required Rate Management
                  Transactions, upon which certificate the Agent and the Lenders
                  shall be entitled to rely until informed of any change in
                  writing by such Borrower.

         (iv)     A written opinion of the Borrowers' counsel, addressed to the
                  Lenders in substantially the form of Exhibit A.

         (v)      Any Notes requested by a Lender pursuant to Section 2.13
                  payable to the order of each such requesting Lender.

         (vi)     Mortgage, substantially in the form of Exhibit G, with respect
                  to the parcel or related parcels of real property or interests
                  in such real property owned by MPW Container Management Corp.
                  located in Cleveland, Cuyahoga County, Ohio.



                                       39
<PAGE>

         (vii)    Excluding the real property subject to the mortgage referred
                  to in subsection (vi) above, a listing of each parcel or
                  related parcels of real property or interests in such real
                  property reasonably determined by the Agent to have a value of
                  greater than $1,000,000; and within 90 days after the
                  Effective Date, the Borrowers shall provide to the Agent
                  appraisals, satisfactory to the Agent, prepared by an
                  independent appraiser satisfactory to the Agent of such real
                  property, which appraisals satisfy the requirements of the
                  Financial Institutions Reform, Recovery and Enforcement Act,
                  as amended, and the regulations promulgated thereunder, if
                  applicable, and which shall evidence compliance with the
                  supervisory loan-to-value limits set forth in the Federal
                  Deposit Insurance Corporation Improvement Act of 1991, as
                  amended, and the regulations promulgated thereunder, if
                  applicable, together with evidence of compliance with
                  applicable federal regulations governing loans in areas having
                  special flood hazards. Promptly thereafter, the applicable
                  Borrower shall execute and deliver mortgages/deed of trusts,
                  each substantially in form of Exhibit G, with respect to any
                  such real property having an appraised value in excess of
                  $1,000,000 as determined by such appraisals.

         (viii)   The Security Agreement, the UCC Financing Statements and other
                  Collateral Documents.

         (ix)     The insurance certificate described in Section 5.19.

         (x)      If the initial Credit Extension will include the issuance of a
                  Facility LC, a properly completed Facility LC Application.

         (xi)     Written money transfer instructions, in substantially the form
                  of Exhibit D, addressed to the Agent and signed by an
                  Authorized Officer, together with such other related money
                  transfer authorizations as the Agent may have reasonably
                  requested.

         (xii)    Such other documents as the Agent or its counsel may have
                  reasonably requested.

         4.2. EACH CREDIT EXTENSION. The Lenders shall not be required to make
any Credit Extension unless on the applicable Credit Extension Date:

         (i)      There exists no Default or Unmatured Default.

         (ii)     The representations and warranties contained in Article V are
                  true and correct as of such Credit Extension Date except to
                  the extent any such representation or warranty is stated to
                  relate solely to an earlier date, in which case such
                  representation or warranty shall have been true and correct on
                  and as of such earlier date.

         (iii)    All legal matters incident to the making of such Credit
                  Extension shall be satisfactory to the Lenders and their
                  counsel.



                                       40
<PAGE>

         Each Borrowing Notice or request for issuance of a Facility LC with
respect to each such Credit Extension shall constitute a representation and
warranty by the Borrowers that the conditions contained in Sections 4.2(i) and
(ii) have been satisfied. Any Lender may require a duly completed compliance
certificate in substantially the form of Exhibit B as a condition to making a
Credit Extension.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         Each Borrower represents and warrants to the Lenders that:

         5.1. EXISTENCE AND STANDING. Each Borrower and its Subsidiaries is a
corporation, partnership (in the case of Subsidiaries only) or limited liability
company duly and properly incorporated or organized, as the case may be, validly
existing and (to the extent such concept applies to such entity) in good
standing under the laws of its jurisdiction of incorporation or organization and
has all requisite authority to conduct its business in each jurisdiction in
which its business is conducted where the failure to have such authority would
have a Material Adverse Effect or would affect the ability of the Borrower to
enforce any of its material rights.

         5.2. AUTHORIZATION AND VALIDITY. Each Borrower has the power and
authority and legal right to execute and deliver the Loan Documents to which it
is a party and to perform its obligations thereunder. The execution and delivery
by each Borrower of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by proper
corporate proceedings, and the Loan Documents to which each Borrower is a party
constitute legal, valid and binding obligations of such Borrower enforceable
against such Borrower in accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally.

         5.3. NO CONFLICT; GOVERNMENT CONSENT. Neither the execution and
delivery by each Borrower of the Loan Documents to which it is a party, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate (i) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on any Borrower or any of its
Subsidiaries or (ii) any Borrower's or any of its Subsidiary's articles or
certificate of incorporation, partnership agreement, certificate of partnership,
articles or certificate of organization, by-laws, or operating or other
management agreement, as the case may be, or (iii) the provisions of any
indenture, instrument or agreement to which any Borrower or any of its
Subsidiaries is a party or is subject which would have a Material Adverse
Effect, or by which it, or its Property, is bound, or conflict with or
constitute a default thereunder, or result in, or require, the creation or
imposition of any Lien in, of or on the Property of any Borrower or a Subsidiary
pursuant to the terms of any such indenture, instrument or agreement. No order,
consent, adjudication, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, or other action in
respect of any governmental or public body or authority, or any subdivision
thereof, which has not been obtained by the Borrower or any of its Subsidiaries,
is required to be obtained by the Borrowers or any of their Subsidiaries in


                                       41
<PAGE>

connection with the execution and delivery of the Loan Documents, the borrowings
under this Agreement, the payment and performance by any Borrower of the
Obligations or the legality, validity, binding effect or enforceability of any
of the Loan Documents.

         5.4. FINANCIAL STATEMENTS. The December 31, 2001 consolidated financial
statements of the Borrowers and their Subsidiaries heretofore delivered to the
Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Borrowers and
their Subsidiaries at such date and the consolidated results of their operations
for the period then ended.

         5.5. MATERIAL ADVERSE CHANGE. Since December 31, 2001, there has been
no change in the business, Property, foreseeable financial prospects, condition
(financial or otherwise) or results of operations of the Borrowers and their
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect.

         5.6. TAXES. Each Borrower and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by any Borrower or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
and as to which no Lien exists. No tax liens have been filed and no claims are
being asserted with respect to any such taxes. The charges, accruals and
reserves on the books of the Borrowers and their Subsidiaries in respect of any
taxes or other governmental charges are adequate. If any Borrower or any of its
Subsidiaries is a limited liability company, each such limited liability company
qualifies for partnership tax treatment under United States federal tax law.

         5.7. LITIGATION AND CONTINGENT OBLIGATIONS. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting any
Borrower or any of its Subsidiaries (i) in which, either in any case or in the
aggregate (x) an unfavorable outcome for any such Borrower is probable (as used
in this context, "probable" means, as reasonably determined by the Required
Banks, the prospects of the claimant not succeeding are judged to be extremely
doubtful and the prospects for success by any such Borrower in its defense are
judged to be slight), and (y) if so adversely determined, would have a Material
Adverse Effect, or (ii) which seeks to prevent, enjoin or delay the making of
any Credit Extensions. Other than any liability incident to any litigation,
arbitration or proceeding which could not reasonably be expected to have a
Material Adverse Effect, the Borrowers have no material contingent obligations
not provided for or disclosed in the financial statements referred to in Section
5.4.

         5.8. SUBSIDIARIES. Schedule 1 contains an accurate list of all
Subsidiaries (including Subsidiaries which are Borrowers) of MPW Group as of the
date of this Agreement, setting forth their respective jurisdictions of
organization and the percentage of their respective capital stock or other
ownership interests owned by MPW Group or other Subsidiaries. All of the issued
and outstanding shares of capital stock or other ownership interests of such
Subsidiaries have been



                                       42
<PAGE>

(to the extent such concepts are relevant with respect to such ownership
interests) duly authorized and issued and are fully paid and non-assessable.

         5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do
not in the aggregate exceed $1,000,000. Each Plan complies in all material
respects with all applicable requirements of law and regulations, no Reportable
Event has occurred with respect to any Plan, neither any Borrower nor any other
member of the Controlled Group has withdrawn from any Plan or initiated steps to
do so, and no steps have been taken to reorganize or terminate any Plan.

         5.10. ACCURACY OF INFORMATION. No information, exhibit or report
furnished by any Borrower or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         5.11. REGULATION U. Margin stock (as defined in Regulation U)
constitutes less than 25% of the value of those assets of the Borrowers and
their Subsidiaries which are subject to any limitation on sale, pledge, or other
restriction hereunder.

         5.12. MATERIAL AGREEMENTS. No Borrower nor any Subsidiary is a party to
any agreement or instrument or subject to any charter or other corporate
restriction which could reasonably be expected to have a Material Adverse
Effect. No Borrower nor any Subsidiary is in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained in (i) any agreement to which it is a party, which default could
reasonably be expected to have a Material Adverse Effect or (ii) any agreement
or instrument evidencing or governing Indebtedness.

         5.13. COMPLIANCE WITH LAWS. Each Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be expected to
have a Material Adverse Effect.

         5.14. OWNERSHIP OF PROPERTIES. Except as set forth on Schedule 2, on
the date of this Agreement, each Borrower and its Subsidiaries will have good
title, free of all Liens other than those permitted by Section 6.15, to all of
the Property and assets reflected in the Borrowers' and their Subsidiaries' most
recent consolidated financial statements provided to the Agent as owned by the
Borrowers and their Subsidiaries.

         5.15. PLAN ASSETS; PROHIBITED TRANSACTIONS. Each Borrower is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. ss.
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Credit Extensions hereunder gives rise to a prohibited transaction within the
meaning of Section 406 of ERISA or Section 4975 of the Code.



                                       43
<PAGE>

         5.16.    ENVIRONMENTAL MATTERS.

         (a) None of the Borrowers has used Hazardous Materials on, from or
affecting any real property owned, leased or used by any Borrower (the "Real
Property") in any manner which violates any Environmental Laws governing the
use, storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of Hazardous Materials, which violation would have a
Material Adverse Effect, and, to the best knowledge of each Borrower, no present
or prior owner of the Real Property or any tenant, subtenant, occupant, prior
tenant, prior subtenant or prior occupant has used Hazardous Materials on, from
or affecting the Real Property in any manner which violates any Environmental
Laws governing the use, storage, treatment, transportation, manufacture,
refinement, handling, production or disposal of Hazardous Materials, which
violation would have a Material Adverse Effect.

         (b) None of the Borrowers has received any notice of any violation of
any Environmental Laws governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of Hazardous
Materials, and there have been no actions commenced or, to the best knowledge of
the Borrowers, threatened by any party for noncompliance therewith, which
noncompliance would have a Material Adverse Effect.

         5.17. INVESTMENT COMPANY ACT. No Borrower nor any Subsidiary is an
"investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

         5.18. PUBLIC UTILITY HOLDING COMPANY ACT. No Borrower nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         5.19. INSURANCE. The certificate signed by the President or Chief
Financial Officer of each Borrower, that attests to the existence and adequacy
of, and summarizes, the property and casualty insurance program carried by the
Borrowers with respect to the Borrowers and their Subsidiaries and that has been
furnished by the Borrowers to the Agent, is complete and accurate as of the date
of such certificate. This summary includes the insurer's or insurers' name(s),
policy number(s), expiration date(s), amount(s) of coverage, type(s) of
coverage, exclusion(s), and deductibles. This summary also includes similar
information, and describes any reserves, relating to any self-insurance program
that is in effect.

         5.20. SOLVENCY. (i) Immediately after the consummation of the
transactions to occur on the date of this Agreement and immediately following
the making of each Loan, if any, made on the date of this Agreement and after
giving effect to the application of the proceeds of such Loans, (a) the fair
value of the assets of the Borrowers and their Subsidiaries on a consolidated
basis, at a fair valuation, will exceed the debts and liabilities, subordinated,
contingent or otherwise, of the Borrowers and their Subsidiaries on a
consolidated basis; (b) the present fair saleable value of the Property of the
Borrowers and their Subsidiaries on a consolidated basis will be greater than
the amount that will be required to pay the probable liability of the Borrowers




                                       44
<PAGE>

and their Subsidiaries on a consolidated basis on their debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (c) the Borrowers and their
Subsidiaries on a consolidated basis will be able to pay their debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) the Borrowers and their
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date of
this Agreement.

         (ii) Each Borrower does not intend to, or to permit any of its
Subsidiaries to, and does not believe that it or any of its Subsidiaries will,
incur debts beyond its ability to pay such debts as they mature, taking into
account the timing of and amounts of cash to be received by it or any such
Subsidiary and the timing of the amounts of cash to be payable on or in respect
of its Indebtedness or the Indebtedness of any such Subsidiary.

                                   ARTICLE VI

                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1. FINANCIAL REPORTING. Each Borrower will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

      (i)         Within 90 days after the close of each of their fiscal years,
                  an unqualified audit report certified by independent certified
                  public accountants acceptable to the Lenders, prepared in
                  accordance with Agreement Accounting Principles on a
                  consolidated basis for the Borrowers and their Subsidiaries,
                  including balance sheets as of the end of such period, related
                  profit and loss and reconciliation of surplus statements, and
                  a statement of cash flows, accompanied by any management
                  letter prepared by said accountants.

     (ii)         Within 45 days after the close of the first three quarterly
                  periods of each of their fiscal years, for the Borrowers and
                  their Subsidiaries, consolidated unaudited balance sheets as
                  at the close of each such period and consolidated profit and
                  loss and reconciliation of surplus statements and a statement
                  of cash flows for the period from the beginning of such fiscal
                  year to the end of such quarter, all certified by its chief
                  financial officer.

    (iii)         Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit B signed by the chief financial officer of
                  each Borrower showing the calculations necessary to determine
                  compliance with this Agreement and stating that no Default




                                       45
<PAGE>

                  or Unmatured Default exists, or if any Default or Unmatured
                  Default exists, stating the nature and status thereof.

     (iv)         As soon as possible and in any event within 10 days after any
                  Borrower knows that any Reportable Event has occurred with
                  respect to any Plan, a statement, signed by the chief
                  financial officer of such Borrower, describing said Reportable
                  Event and the action which any Borrower proposes to take with
                  respect thereto.

      (v)         As soon as possible and in any event within 10 days after
                  receipt by any Borrower, a copy of (a) any notice or claim to
                  the effect that any Borrower or any of its Subsidiaries is or
                  may be liable to any Person as a result of the release by any
                  Borrower, any of its Subsidiaries, or any other Person of any
                  toxic or hazardous waste or substance into the environment,
                  and (b) any notice alleging any violation of any federal,
                  state or local environmental, health or safety law or
                  regulation by any Borrower or any of its Subsidiaries, which,
                  in either case, could reasonably be expected to have a
                  Material Adverse Effect.

     (vi)         Promptly upon the furnishing thereof to the shareholders of
                  MPW Group, copies of all financial statements, reports and
                  proxy statements so furnished.

    (vii)         Promptly upon the filing thereof, copies of all registration
                  statements and annual, quarterly, monthly or other regular
                  reports which any Borrower or any of its Subsidiaries files
                  with the Securities and Exchange Commission.

   (viii)         Together with the financial statements required under Sections
                  6.1(i), a certificate of good standing for each Borrower and
                  each other Person which has pledged collateral in support of
                  the Secured Obligations from the appropriate governmental
                  officer in its jurisdiction of incorporation or organization.

     (ix)         Within 30 days after the end of each calendar month, an
                  accounts receivable aging summary as of the end of such month
                  for the Borrowers and their Subsidiaries, on a consolidated
                  basis, which summary shall be in form and substance
                  satisfactory to Agent; and thereafter, upon request of Agent,
                  a detailed accounts receivable aging report as of the end of
                  any such month for Borrowers and their Subsidiaries, on a
                  consolidated basis, which report shall be in form and
                  substance satisfactory to Agent.

      (x)         Such other information (including non-financial information)
                  as the Agent or any Lender may from time to time reasonably
                  request.

         6.2. USE OF PROCEEDS. Each Borrower will, and will cause each
Subsidiary to, use the proceeds of the Credit Extensions for working capital,
refinancing of existing Indebtedness approved by the Lenders, Acquisitions
permitted by this Agreement, Facility LCs and general corporate purposes. Each
Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds
of the Advances to purchase or carry any "margin stock" (as defined in
Regulation U).



                                       46
<PAGE>

         6.3. NOTICE OF DEFAULT. Each Borrower will, and will cause each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of
any Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4. CONDUCT OF BUSINESS. Each Borrower will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

         6.5. TAXES. Each Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles. At any time that any Borrower
or any of its Subsidiaries is organized as a limited liability company, each
such limited liability company will qualify for partnership tax treatment under
United States federal tax law.

         6.6. INSURANCE. Each Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound business practice, and the Borrowers will furnish to any Lender upon
request full information as to the insurance carried.

         6.7. COMPLIANCE WITH LAWS. Each Borrower will, and will cause each
Subsidiary to, substantially comply with all laws, rules, regulations, orders,
writs, judgments, injunctions, decrees or awards to which it may be subject
including, without limitation, all Environmental Laws.

         6.8. MAINTENANCE OF PROPERTIES. Each Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition (ordinary wear and tear
excepted), and make all necessary and proper repairs, renewals and replacements
so that its business carried on in connection therewith may be properly
conducted at all times.

         6.9. INSPECTION. Each Borrower will, and will cause each Subsidiary to,
permit the Agent and the Lenders, by their respective representatives and
agents, to inspect any of the Property, books and financial records of each
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of each Borrower and each Subsidiary, and
to discuss the affairs, finances and accounts of each Borrower and each
Subsidiary with, and to be advised as to the same by, their respective officers
at such reasonable times and intervals as the Agent or any Lender may designate.



                                       47
<PAGE>

         6.10. DIVIDENDS. Each Borrower will not, nor will it permit any
Subsidiary to, declare or pay any dividends or make any distributions on its
capital stock (other than dividends payable in its own capital stock or other
ownership interest) or redeem, repurchase or otherwise acquire or retire any of
its capital stock at any time outstanding, except that any Subsidiary (including
any Borrower) may declare and pay dividends or make distributions to MPW Group
or to a Wholly-Owned Subsidiary.

         6.11. INDEBTEDNESS. Each Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

         (i)      The Loans and the Reimbursement Obligations.

         (ii)     Indebtedness existing on the date of this Agreement and
                  described in Schedule 2.

         (iii)    Subordinated Indebtedness in an aggregate amount not exceeding
                  $5,000,000 at any time.

         (iv)     Indebtedness in an aggregate amount not exceeding $1,000,000
                  at any time which is any one or more of the following: (a)
                  secured by purchase money Liens, (b) a Capitalized Lease, (c)
                  a conditional sale, and/or (d) a title retention agreement
                  obligation.

         (v)      Indebtedness arising under Rate Management Transactions
                  related to the Loans existing as of the Effective Date.

         (vi)     Indebtedness arising under Rate Management Transactions
                  related to the Loans required pursuant to Section 6.20.

         6.12. MERGER. Each Borrower will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, except that a Subsidiary
(including any Borrower) may merge into another Borrower or a Wholly-Owned
Subsidiary.

         6.13. SALE OF ASSETS. Each Borrower will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:

         (i)      Sales of inventory in the ordinary course of business.

         (ii)     Leases, sales or other dispositions of its Property, the
                  proceeds of which that, together with all other Property of
                  the Borrowers and their Subsidiaries previously leased, sold
                  or disposed of (other than inventory in the ordinary course of
                  business) as permitted by this Section during any fiscal year
                  of the Borrowers, does not exceed $1,000,000; provided,
                  however, such leases, sales and disposition may exceed
                  $1,000,000 if the Borrowers make a mandatory prepayment of the
                  Term Loan in an amount equal to 100% of the net proceeds in
                  excess of $1,000,000 realized from such leases, sales and
                  dispositions.



                                       48
<PAGE>

         6.14. INVESTMENTS AND ACQUISITIONS. Each Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or to create any Subsidiary or to become
or remain a partner in any partnership or joint venture, or to make any
Acquisition of any Person, except:

         (i)      Cash Equivalent Investments.

         (ii)     Existing Investments in Subsidiaries and other Investments in
                  existence on the date of this Agreement and described in
                  Schedule 1.

         (iii)    The Canadian Subsidiary Net Investment, provided such Canadian
                  Subsidiary Net Investment does not exceed $1,000,000 at any
                  time.

         (iv)     Other Acquisitions in an aggregate amount not exceeding
                  $4,000,000 during the term of this Agreement, which
                  Acquisitions may include repurchases of outstanding shares of
                  MPW Group in an aggregate amount not exceeding $1,000,000
                  during the term of this Agreement.

         6.15. LIENS. Each Borrower will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any (i) Lien in, of or on the Property of
such Borrower or any of its Subsidiaries, or (ii) agreement with any Person
(other than the Lenders) which prohibits or restricts the granting of any such
Lien of any kind in favor of the Agent and/or the Lenders, except:

         (i)      Liens for taxes, assessments or governmental charges or levies
                  on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with Agreement
                  Accounting Principles shall have been set aside on its books.

         (ii)     Liens imposed by law, such as carriers', warehousemen's and
                  mechanics' liens and other similar liens arising in the
                  ordinary course of business which secure payment of
                  obligations not more than 60 days past due or which are being
                  contested in good faith by appropriate proceedings and for
                  which adequate reserves shall have been set aside on its
                  books.

         (iii)    Liens arising out of pledges or deposits under worker's
                  compensation laws, unemployment insurance, old age pensions,
                  or other social security or retirement benefits, or similar
                  legislation.

         (iv)     Utility easements, building restrictions and such other
                  encumbrances or charges against real property as are of a
                  nature generally existing with respect to properties of a
                  similar character and which do not in any material way affect
                  the marketability of the same or interfere with the use
                  thereof in the business of the Borrower or its Subsidiaries.



                                       49
<PAGE>

         (v)      Liens existing on the date of this Agreement and described in
                  Schedule 2.

         (vi)     Liens in favor of the Agent, for the benefit of the Lenders,
                  granted pursuant to any Collateral Document.

         (vii)    Liens securing Indebtedness permitted by Section 6.11(iv).

         6.16. CAPITAL EXPENDITURES. Each Borrower will not, nor will it permit
any Subsidiary to, expend, or be committed to expend, in excess of the following
amounts for Capital Expenditures during any one fiscal year in the aggregate for
the Borrowers and their Subsidiaries: (i) $7,775,000 during fiscal year 2002;
(ii) $8,250,000 during fiscal year 2003; and (iii) $8,500,000 during any fiscal
year thereafter; provided, however, if Capital Expenditures are less than such
permitted amounts during any fiscal year, the unused available amount, up to
$1,000,000, may be carried over to the following fiscal year for Capital
Expenditures.

         6.17. RENTALS. Each Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist obligations for Rentals in
excess of $4,000,000 in the aggregate during any one fiscal year on a
non-cumulative basis for the Borrowers and their Subsidiaries.

         6.18. AFFILIATES. Each Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of such Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to such Borrower
or such Subsidiary than such Borrower or such Subsidiary would obtain in a
comparable arms-length transaction.

         6.19. SUBORDINATED INDEBTEDNESS. Each Borrower will not, and will not
permit any Subsidiary to, make any amendment or modification to the indenture,
note or other agreement evidencing or governing any Subordinated Indebtedness,
or directly or indirectly voluntarily prepay, defease or in substance defease,
purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness.

         6.20. REQUIRED RATE MANAGEMENT TRANSACTIONS. If, at any time after June
1, 2003, the Borrowers fail to comply with the financial covenant set forth in
Section 6.25.1, the Borrowers will promptly enter into one or more Rate
Management Transactions with one or more Lenders providing for a fixed rate of
interest on a notional amount not less than 50% of the then aggregate
outstanding principal balance of the Revolving Loans and the Term Loans and an
average weighted maturity of at least 2 years.

         6.21. SALE OF ACCOUNTS. Except in the ordinary course of business for
collection, each Borrower will not, nor will it permit any Subsidiary to, sell
or otherwise dispose of any notes receivable or accounts receivable, with or
without recourse.

         6.22. SALE AND LEASEBACK TRANSACTIONS AND OTHER OFF-BALANCE SHEET
LIABILITIES. Each Borrower will not, nor will it permit any Subsidiary to, enter
into or suffer to exist any (i) Sale



                                       50
<PAGE>

and Leaseback Transaction or (ii) any other transaction pursuant to which it
incurs or has incurred Off-Balance Sheet Liabilities, except for Rate Management
Obligations under Rate Management Transactions permitted under Section 6.11 or
required under Section 6.20.

         6.23. LETTERS OF CREDIT. Other than for Facility LCs issued pursuant to
the terms hereof, each Borrower will not, nor will it permit any Subsidiary to,
apply for or become liable upon or in respect of any Letter of Credit.

         6.24. CONTINGENT OBLIGATIONS. Each Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Contingent Obligation
(including, without limitation, any Contingent Obligation with respect to the
obligations of a Subsidiary), except (i) by endorsement of instruments for
deposit or collection in the ordinary course of business, (ii) for the Guaranty,
and (iii) other Contingent Obligations in an aggregate amount not exceeding
$250,000 at any time during the term of this Agreement.

         6.25.  FINANCIAL COVENANTS.

                  6.25.1. DEBT SERVICE COVERAGE RATIO. The Borrowers will not
         permit the ratio, determined as of the end of each of their fiscal
         quarters for the then most-recently ended four fiscal quarters, of (i)
         Consolidated EBITDA minus Capital Expenditures, to (ii) the sum of (x)
         Consolidated Interest Expense plus (y) income taxes paid plus (z)
         current maturities of long term Consolidated Funded Indebtedness, but
         excluding (A) the outstanding balance of the Revolving Loans and (B)
         the amount of the "balloon" payment due upon maturity of the Term Loan
         (being $2,400,000) to be less than (1) 1.15 to 1.00 for fiscal year
         2002, and (2) 1.20 to 1.00 thereafter.

                  6.25.2. LEVERAGE RATIO. The Borrowers will not permit the
         Leverage Ratio, determined as of the end of each of its fiscal
         quarters, to be greater than (x) 2.75 to 1.00 with respect to the
         fiscal quarter ended March 31, 2002 and each fiscal quarter thereafter
         through, and including, the fiscal quarter ending March 31, 2003; and
         (y) 2.50 to 1.00 with respect to each fiscal quarter thereafter.

                  6.25.3. MINIMUM TANGIBLE NET WORTH. The Borrowers will at all
         times maintain Consolidated Tangible Net Worth of not less than the sum
         of (i) $9,500,000 plus (ii) (x) 60% of Consolidated Net Income earned
         in each fiscal quarter, beginning with the quarter ending December 31,
         2001 (without deduction for losses), and (y) 100% of the net proceeds
         from the issuance and sale of equity securities of any Borrower or any
         Subsidiary.

                                   ARTICLE VII

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:



                                       51
<PAGE>

          7.1. Any representation or warranty made or deemed made by or on
behalf of any Borrower or any of its Subsidiaries to the Lenders or the Agent
under or in connection with this Agreement, any Credit Extension, or any
certificate or information delivered in connection with this Agreement or any
other Loan Document shall be materially false on the date as of which made.

          7.2. Nonpayment of principal of any Loan when due, nonpayment of any
Reimbursement Obligation within one Business Day after the same becomes due, or
nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other
obligations under any of the Loan Documents within 5 days after the same becomes
due.

         7.3. The breach by any Borrower of any of the terms or provisions of
Article VI .

          7.4. The breach by any Borrower (other than a breach which constitutes
a Default under another Section of this Article VII) of any of the terms or
provisions of this Agreement which is not remedied within 30 days after written
notice from the Agent or any Lender.

          7.5. Failure of any Borrower or any of its Subsidiaries or any
Guarantor to pay when due any Material Indebtedness; or the default by any
Borrower or any of its Subsidiaries or any Guarantor in the performance of any
term, provision or condition contained in any Material Indebtedness Agreement,
or any other event shall occur or condition exist, the effect of which default,
event or condition is to cause, or to permit the holder(s) of such Material
Indebtedness or the lenders under any Material Indebtedness Agreement to cause,
such Material Indebtedness to become due prior to its stated maturity or any
commitment to lend under any Material Indebtedness Agreement to be terminated
prior to its stated expiration date; or any Material Indebtedness of any
Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due
and payable or required to be prepaid or repurchased (other than by a regularly
scheduled payment) prior to the stated maturity thereof; or any Borrower or any
of its Subsidiaries or any Guarantor shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

          7.6. Any Borrower or any of its Subsidiaries or any Guarantor shall
(i) have an order for relief entered with respect to it under the Federal
bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the
benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the
appointment of a receiver, custodian, trustee, examiner, liquidator or similar
official for it or any Substantial Portion of its Property, (iv) institute any
proceeding seeking an order for relief under the Federal bankruptcy laws as now
or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate or partnership action to authorize or
effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail
to contest in good faith any appointment or proceeding described in Section 7.7.



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<PAGE>

          7.7. Without the application, approval or consent of any Borrower or
any of its Subsidiaries or any Guarantor, a receiver, trustee, examiner,
liquidator or similar official shall be appointed for any Borrower or any of its
Subsidiaries or any Guarantor or any Substantial Portion of its Property, or a
proceeding described in Section 7.6(iv) shall be instituted against any Borrower
or any of its Subsidiaries or any Guarantor and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of 30 consecutive days.

          7.8. Any court, government or governmental agency shall condemn, seize
or otherwise appropriate, or take custody or control of, all or any portion of
the Property of any Borrower and/or its Subsidiaries and/or any Guarantor which,
when taken together with all other Property of the Borrowers and their
Subsidiaries and the Guarantors so condemned, seized, appropriated, or taken
custody or control of, during the twelve-month period ending with the month in
which any such action occurs, constitutes a Substantial Portion.

          7.9. Any Borrower or any of its Subsidiaries shall fail within 30 days
to pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $1,000,000 (or the equivalent thereof in
currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being appropriately contested in good
faith.

         7.10. The Unfunded Liabilities of all Single Employer Plans shall
exceed in the aggregate $1,000,000 or any Reportable Event shall occur in
connection with any Plan.

         7.11. Nonpayment by any Borrower or any Subsidiary of any Rate
Management Obligation when due or the breach by any Borrower or any Subsidiary
of any term, provision or condition contained in any Rate Management Transaction
or any transaction of the type described in the definition of "Rate Management
Transactions," whether or not any Lender or Affiliate of a Lender is a party
thereto.

         7.12.  Any Change in Control shall occur.

         7.13. Any Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
such Borrower or any other member of the Controlled Group as withdrawal
liability (determined as of the date of such notification), exceeds $1,000,000
or requires payments exceeding $1,000,000 per annum.

         7.14. Any Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of such Borrower and the other
members of the Controlled Group (taken as a whole) to all Multiemployer Plans
which are then in reorganization or being terminated have been or will be
increased over the amounts



                                       53
<PAGE>

contributed to such Multiemployer Plans for the respective plan years of each
such Multiemployer Plan immediately preceding the plan year in which the
reorganization or termination occurs by an amount exceeding $1,000,000.

         7.15. Any Borrower or any of its Subsidiaries shall (i) be the subject
of any proceeding or investigation pertaining to the release by any Borrower,
any of its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.

         7.16. The occurrence of any "default", as defined in any Loan Document
(other than this Agreement) or the breach of any of the terms or provisions of
any Loan Document (other than this Agreement), which default or breach continues
beyond any period of grace therein provided.

         7.17. Any Guaranty shall fail to remain in full force or effect or any
action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Guaranty, or any Guarantor shall fail to comply with any
of the terms or provisions of any Guaranty to which it is a party, or any
Guarantor shall deny that it has any further liability under any Guaranty to
which it is a party, or shall give notice to such effect.

         7.18. Any Collateral Document shall for any reason fail to create a
valid and perfected first priority security interest in any collateral purported
to be covered thereby, except as permitted by the terms of any Loan Document, or
any Collateral Document shall fail to remain in full force or effect or any
action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Collateral Document, or any Borrower shall fail to
comply with any of the terms or provisions of any Collateral Document.

         7.19. The representations and warranties set forth in Section 5.15
("Plan Assets; Prohibited Transactions") shall at any time not be true and
correct.

         7.20. Any Borrower or any Subsidiary shall fail to pay when due any
Operating Lease Obligation or obligation under a Sale and Leaseback Transaction.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1. ACCELERATION; FACILITY LC COLLATERAL ACCOUNT. (i) If any Default
described in Section 7.6 or 7.7 occurs with respect to any Borrower, the
obligations of the Lenders to make Loans hereunder and the obligation and power
of the LC Issuer to issue Facility LCs shall automatically terminate and the
Obligations shall immediately become due and payable without any election or
action on the part of the Agent, the LC Issuer or any Lender and the Borrowers
will be and become thereby unconditionally obligated, without any further
notice, act or demand, to pay to the Agent an amount in immediately available
funds, which funds shall be held in the Facility LC Collateral Account, equal to
the difference of (x) the amount of LC Obligations at such time, less (y) the
amount on deposit in the Facility LC Collateral Account at such time



                                       54
<PAGE>

which is free and clear of all rights and claims of third parties and has not
been applied against the Obligations (such difference, the "Collateral Shortfall
Amount"). If any other Default occurs, the Required Lenders (or the Agent with
the consent of the Required Lenders) (a) may terminate or suspend the
obligations of the Lenders to make Loans hereunder and the obligation and power
of the LC Issuer to issue Facility LCs, or declare the Obligations to be due and
payable, or both, whereupon the Obligations shall become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which the Borrowers hereby expressly waive, and (b) upon notice to the Borrowers
and in addition to the continuing right to demand payment of all amounts payable
under this Agreement, make demand on the Borrowers to pay, and the Borrowers
will, forthwith upon such demand and without any further notice or act, pay to
the Agent the Collateral Shortfall Amount, which funds shall be deposited in the
Facility LC Collateral Account.

         (ii) If at any time while any Default is continuing, the Agent
determines that the Collateral Shortfall Amount at such time is greater than
zero, the Agent may make demand on the Borrowers to pay, and the Borrowers will,
forthwith upon such demand and without any further notice or act, pay to the
Agent the Collateral Shortfall Amount, which funds shall be deposited in the
Facility LC Account.

         (iii) The Agent may at any time or from time to time after funds are
deposited in the Facility LC Collateral Account, apply such funds to the payment
of the Obligations and any other amounts as shall from time to time have become
due and payable by the Borrowers to the Lenders or the LC Issuer under the Loan
Documents.

         (iv) At any time while any Default is continuing, neither any Borrower
nor any Person claiming on behalf of or through any Borrower shall have any
right to withdraw any of the funds held in the Facility LC Collateral Account.
After all of the Obligations have been indefeasibly paid in full and the
Aggregate Commitment has been terminated, any funds remaining in the Facility LC
Collateral Account shall be returned by the Agent to the Borrowers or paid to
whomever may be legally entitled thereto at such time.

         (v) If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans and
the obligation and power of the LC Issuer to issue Facility LCs hereunder as a
result of any Default (other than any Default as described in Section 7.6 or 7.7
with respect to any Borrower) and before any judgment or decree for the payment
of the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the Agent shall, by notice to the
Borrowers, rescind and annul such acceleration and/or termination.

         8.2. AMENDMENTS. Subject to the provisions of this Section 8.2, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrowers may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrowers hereunder or waiving
any Default hereunder; provided, however, that no such supplemental agreement
shall, without the consent of all of the Lenders:



                                       55
<PAGE>

         (i)      Extend the final maturity of any Loan, or extend the expiry
                  date of any Facility LC to a date after the Facility
                  Termination Date, or postpone any regularly scheduled payment
                  of principal of any Loan, or forgive all or any portion of the
                  principal amount thereof or any Reimbursement Obligation
                  related thereto, or reduce the rate or extend the time of
                  payment of interest or fees thereon or Reimbursement
                  Obligations related thereto.

         (ii)     Reduce the percentage specified in the definition of Required
                  Lenders.

         (iii)    Extend the Facility Termination Date, or reduce the amount or
                  extend the payment date for, the mandatory payments required
                  under Section 2.2, or increase the amount of the Aggregate
                  Commitment, the Commitment of any Lender hereunder or the
                  commitment to issue Facility LCs, or permit the Borrowers to
                  assign their rights under this Agreement.

         (iv)     Amend this Section 8.2.

         (v)      Release any Guarantor from its Guaranty or, except as provided
                  in the Loan Documents, release more than a Substantial Portion
                  of the Property of the Borrowers from the Liens in favor of
                  the Agent granted by the Collateral Documents.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent, and no amendment of any
provision relating to the LC Issuer shall be effective without the written
consent of the LC Issuer. The Agent may waive payment of the fee required under
Section 12.3.3 without obtaining the consent of any other party to this
Agreement.

         8.3. PRESERVATION OF RIGHTS. No delay or omission of the Lenders, the
LC Issuer or the Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Credit Extension notwithstanding the
existence of a Default or the inability of the Borrowers to satisfy the
conditions precedent to such Credit Extension shall not constitute any waiver or
acquiescence. Any single or partial exercise of any such right shall not
preclude other or further exercise thereof or the exercise of any other right,
and no waiver, amendment or other variation of the terms, conditions or
provisions of the Loan Documents whatsoever shall be valid unless in writing
signed by, or consented to in writing by, the Lenders required pursuant to
Section 8.2, and then only to the extent in such writing specifically set forth.
All remedies contained in the Loan Documents or by law afforded shall be
cumulative and all shall be available to the Agent, the LC Issuer and the
Lenders until the Obligations have been paid in full.

                                   ARTICLE IX

                               GENERAL PROVISIONS



                                       56
<PAGE>

         9.1. SURVIVAL OF REPRESENTATIONS. All representations and warranties of
the Borrowers contained in this Agreement shall survive the making of the Credit
Extensions herein contemplated.

         9.2. GOVERNMENTAL REGULATION. Anything contained in this Agreement to
the contrary notwithstanding, neither the LC Issuer nor any Lender shall be
obligated to extend credit to the Borrowers in violation of any limitation or
prohibition provided by any applicable statute or regulation.

         9.3. HEADINGS. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         9.4. ENTIRE AGREEMENT. The Loan Documents embody the entire agreement
and understanding among the Borrowers, the Agents, the LC Issuer and the Lenders
and supersede all prior agreements and understandings among the Borrowers, the
Agents, the LC Issuer and the Lenders relating to the subject matter thereof
other than those contained in the fee letter described in Section 10.13.

         9.5. SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and
their respective successors and assigns.

         9.6. EXPENSES; INDEMNIFICATION. (i) The Borrowers shall reimburse the
Agent for any reasonable costs, internal charges and out-of-pocket expenses
(including reasonable attorneys' fees and time charges of attorneys for the
Agent, which attorneys may be employees of the Agent) paid or incurred by the
Agent in connection with the preparation, negotiation, execution, delivery,
syndication, distribution (including, without limitation, via the internet),
review, amendment, modification, and administration of the Loan Documents. The
Borrowers also agree to reimburse the Agent, the LC Issuer and the Lenders for
any reasonable costs, internal charges and out-of-pocket expenses (including
reasonable attorneys' fees and time charges of attorneys for the Agent, the LC
Issuer and the Lenders, which attorneys may be employees of the Agent, the LC
Issuer or the Lenders) paid or incurred by the Agent, the LC Issuer or any
Lender in connection with the collection and enforcement of the Loan Documents.
Expenses being reimbursed by the Borrowers under this Section include, without
limitation, the cost and expense of obtaining an appraisal of each parcel of
real property or interest in real property described in the relevant Collateral
Documents, which appraisal shall be in conformity with the applicable
requirements of any law or any governmental rule, regulation, policy, guideline
or directive (whether or not having the force of law), or any interpretation
thereof, including, without limitation, the provisions of Title XI of the
Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended,
reformed or otherwise modified from time to time, and any rules promulgated to
implement such provisions and costs and expenses incurred in

                                       57
<PAGE>

connection with the Reports described in the following sentence. The Borrowers
acknowledge that from time to time Bank One may prepare and may distribute to
the Lenders (but shall have no obligation or duty to prepare or to distribute to
the Lenders) certain audit reports (the "Reports") pertaining to the Borrowers'
assets for internal use by Bank One from information furnished to it by or on
behalf of the Borrowers, after Bank One has exercised its rights of inspection
pursuant to this Agreement.

         (ii) The Borrowers hereby further agree to indemnify the Agent, the LC
Issuer and each Lender, their respective affiliates, and each of their
directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all expenses of litigation or preparation therefor whether or not the Agent, the
LC Issuer any Lender or any affiliate is a party thereto) which any of them may
pay or incur arising out of or relating to this Agreement, the other Loan
Documents, the transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Credit Extension
hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrowers under this Section 9.6 shall
survive the termination of this Agreement.

         9.7. NUMBERS OF DOCUMENTS. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.

         9.8. ACCOUNTING. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles, except that any calculation or determination which is to be made on
a consolidated basis shall be made for the Borrowers and all their Subsidiaries,
including those Subsidiaries, if any, which are unconsolidated on the Borrower's
audited financial statements.

         9.9. SEVERABILITY OF PROVISIONS. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         9.10. NONLIABILITY OF LENDERS. The relationship between the Borrowers
on the one hand and the Lenders, the LC Issuer and the Agent on the other hand
shall be solely that of borrower and lender. Neither the Agent, the LC Issuer
nor any Lender shall have any fiduciary responsibilities to the Borrowers.
Neither the Agent, the LC Issuer nor any Lender undertakes any responsibility to
the Borrowers to review or inform the Borrowers of any matter in connection with
any phase of the Borrowers' business or operations. The Borrowers agree that
neither the Agent, the LC Issuer nor any Lender shall have liability to the
Borrowers (whether sounding in tort, contract or otherwise) for losses suffered
by any Borrower in connection with, arising out of, or in any way related to,
the transactions contemplated and the relationship established by the Loan
Documents, or any act, omission or event occurring in connection

                                       58
<PAGE>

therewith, unless it is determined in a final non-appealable judgment by a court
of competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is sought. Neither the
Agent, the LC Issuer nor any Lender shall have any liability with respect to,
and the Borrowers hereby waive, release and agree not to sue for, any special,
indirect, consequential or punitive damages suffered by any Borrower in
connection with, arising out of, or in any way related to the Loan Documents or
the transactions contemplated thereby.

         9.11. CONFIDENTIALITY. Each Lender agrees to hold any confidential
information which it may receive from the Borrowers pursuant to this Agreement
in confidence, except for disclosure (i) to its Affiliates and to other Lenders
and their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 12.4.

         9.12. NONRELIANCE. Each Lender hereby represents that it is not relying
on or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Credit
Extensions provided for herein.

         9.13. DISCLOSURE. Each Borrower and each Lender hereby acknowledge and
agree that Bank One and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with any Borrower and its
Affiliates.

                                    ARTICLE X

                                    THE AGENT

         10.1. APPOINTMENT; NATURE OF RELATIONSHIP. Bank One, NA [Main Office
Columbus] is hereby appointed by each of the Lenders as its contractual
representative (herein referred to as the "Agent") hereunder and under each
other Loan Document, and each of the Lenders irrevocably authorizes the Agent to
act as the contractual representative of such Lender with the rights and duties
expressly set forth herein and in the other Loan Documents. The Agent agrees to
act as such contractual representative upon the express conditions contained in
this Article X. Notwithstanding the use of the defined term "Agent," it is
expressly understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of the term "secured party" as defined in the Ohio Uniform
Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in this Agreement and
the other Loan Documents. Each of



                                       59
<PAGE>

the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.

         10.2. POWERS. The Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

         10.3. GENERAL IMMUNITY. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to any Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

         10.4. NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of any Borrower or any
guarantor of any of the Obligations or of any of the Borrowers' or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrowers to
the Agent at such time, but is voluntarily furnished by any Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

         10.5. ACTION ON INSTRUCTIONS OF LENDERS. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders or, with respect to those actions which require the consent of
all Lenders as set forth in Section 8.2, the written instructions signed by all
Lenders, and such instructions and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge
that the Agent shall be under no duty to take any discretionary action permitted
to be taken by it pursuant to the provisions of this Agreement or any other Loan
Document unless it shall be requested in writing to do so by the Required
Lenders. The Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.



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<PAGE>

         10.6. EMPLOYMENT OF AGENTS AND COUNSEL. The Agent may execute any of
its duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

         10.7. RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

         10.8. AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Borrowers for which the Agent is entitled to reimbursement by
the Borrowers under the Loan Documents, (ii) for any other expenses incurred by
the Agent on behalf of the Lenders, in connection with the preparation,
execution, delivery, administration and enforcement of the Loan Documents
(including, without limitation, for any expenses incurred by the Agent in
connection with any dispute between the Agent and any Lender or between two or
more of the Lenders) and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the Loan
Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Agent in connection with any dispute
between the Agent and any Lender or between two or more of the Lenders), or the
enforcement of any of the terms of the Loan Documents or of any such other
documents, provided that (i) no Lender shall be liable for any of the foregoing
to the extent any of the foregoing is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the Agent and (ii) any indemnification required
pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this
Section 10.8, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this Section 10.8 shall survive
payment of the Obligations and termination of this Agreement.

         10.9. NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or a
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default". In the event that
the Agent receives such a notice, the Agent shall give prompt notice thereof to
the Lenders.

         10.10. RIGHTS AS A LENDER. In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its



                                       61
<PAGE>

Commitment and its Loans as any Lender and may exercise the same as though it
were not the Agent, and the term "Lender" or "Lenders" shall, at any time when
the Agent is a Lender, unless the context otherwise indicates, include the Agent
in its individual capacity. The Agent and its Affiliates may accept deposits
from, lend money to, and generally engage in any kind of trust, debt, equity or
other transaction, in addition to those contemplated by this Agreement or any
other Loan Document, with any Borrower or any of its Subsidiaries in which such
Borrower or such Subsidiary is not restricted hereby from engaging with any
other Person.

         10.11. LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender and based
on the financial statements prepared by the Borrowers and such other documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan Documents. Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents.

         10.12. SUCCESSOR AGENT. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrowers, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the resigning Agent gives notice of
its intention to resign. The Agent may be removed at any time with or without
cause by written notice received by the Agent from the Required Lenders, such
removal to be effective on the date specified by the Required Lenders. Upon any
such resignation or removal, the Required Lenders shall have the right to
appoint, on behalf of the Borrowers and the Lenders, a successor Agent. If no
successor Agent shall have been so appointed by the Required Lenders within
thirty days after the resigning Agent's giving notice of its intention to
resign, then the resigning Agent may appoint, on behalf of the Borrowers and the
Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may
at any time without the consent of any Borrower or any Lender, appoint any of
its Affiliates which is a commercial bank as a successor Agent hereunder. If the
Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrowers
shall make all payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders. No successor
Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the appointment. Any such successor Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent. Upon
the effectiveness of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations hereunder and
under the Loan Documents. After the effectiveness of the resignation or removal
of an Agent, the provisions of this Article X shall continue in effect for the
benefit of such Agent in respect of any actions taken or omitted to be taken by
it while it was acting as the Agent hereunder and under the other Loan
Documents. In the event that there is a successor to the Agent by merger, or the
Agent assigns its duties and obligations to an Affiliate pursuant to this
Section 10.12, then the term "Prime Rate" as used in this Agreement shall mean
the prime rate, base rate or other analogous rate of the new Agent.



                                       62
<PAGE>

         10.13. AGENT'S FEE. The Borrowers agree to pay to the Agent, for its
own account, the fees agreed to by the Borrower and the Agent pursuant to that
certain letter agreement dated June 18, 2002, or as otherwise agreed from time
to time.

         10.14. DELEGATION TO AFFILIATES. The Borrowers and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

         10.15. EXECUTION OF COLLATERAL DOCUMENTS. The Lenders hereby empower
and authorize the Agent to execute and deliver to the Borrowers on their behalf
the Collateral Documents and all related financing statements and any financing
statements, agreements, documents or instruments as shall be necessary or
appropriate to effect the purposes of the Collateral Documents.

         10.16. COLLATERAL RELEASES. The Lenders hereby empower and authorize
the Agent to execute and deliver to the Borrowers on their behalf any
agreements, documents or instruments as shall be necessary or appropriate to
effect any releases of collateral which shall be permitted by the terms hereof
or of any other Loan Document or which shall otherwise have been approved by the
Required Lenders (or, if required by the terms of Section 8.2, all of the
Lenders) in writing.

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

         11.1. SETOFF. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of any Borrower may
be offset and applied toward the payment of the Secured Obligations owing to
such Lender, whether or not the Secured Obligations, or any part hereof, shall
then be due.

         11.2. RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Outstanding Credit Exposure (other than payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Aggregate Outstanding Credit Exposure held by the
other Lenders so that after such purchase each Lender will hold its Applicable
Percentage of the Aggregate Outstanding Credit Exposure. If any Lender, whether
in connection with setoff or amounts which might be subject to setoff or
otherwise, receives collateral or other protection for its Obligations or such
amounts which may be subject to setoff, such Lender agrees, promptly upon
demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their respective Applicable




                                       63
<PAGE>

Percentage of the Aggregate Outstanding Credit Exposure. In case any such
payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.

                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1. SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns permitted hereby, except
that (i) each Borrower shall not have the right to assign its rights or
obligations under the Loan Documents without the prior written consent of each
Lender, (ii) any assignment by any Lender must be made in compliance with
Section 12.3, and (iii) any transfer by Participation must be made in compliance
with Section 12.2. Any attempted assignment or transfer by any party not made in
compliance with this Section 12.1 shall be null and void, unless such attempted
assignment or transfer is treated as a participation in accordance with Section
12.3.2. The parties to this Agreement acknowledge that clause (ii) of this
Section 12.1 relates only to absolute assignments and does not prohibit
assignments creating security interests, including, without limitation, (x) any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a
Lender which is a Fund, any pledge or assignment of all or any portion of its
rights under this Agreement and any Note to its trustee in support of its
obligations to its trustee; provided, however, that no such pledge or assignment
creating a security interest shall release the transferor Lender from its
obligations hereunder unless and until the parties thereto have complied with
the provisions of Section 12.3. The Agent may treat the Person which made any
Loan or which holds any Note as the owner thereof for all purposes hereof unless
and until such Person complies with Section 12.3; provided, however, that the
Agent may in its discretion (but shall not be required to) follow instructions
from the Person which made any Loan or which holds any Note to direct payments
relating to such Loan or Note to another Person. Any assignee of the rights to
any Loan or any Note agrees by acceptance of such assignment to be bound by all
the terms and provisions of the Loan Documents. Any request, authority or
consent of any Person, who at the time of making such request or giving such
authority or consent is the owner of the rights to any Loan (whether or not a
Note has been issued in evidence thereof), shall be conclusive and binding on
any subsequent holder or assignee of the rights to such Loan.

         12.2.    PARTICIPATIONS.

                  12.2.1. PERMITTED PARTICIPANTS; EFFECT. Any Lender may at any
         time sell to one or more banks or other entities ("Participants")
         participating interests in any Outstanding Credit Exposure of such
         Lender, any Note held by such Lender, any Commitment of such Lender or
         any other interest of such Lender under the Loan Documents. In the
         event of any such sale by a Lender of participating interests to a
         Participant, such Lender's obligations under the Loan Documents shall
         remain unchanged, such Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations, such
         Lender shall remain the owner of its Outstanding Credit Exposure and
         the holder of any Note issued to it in evidence thereof for all
         purposes under the Loan Documents, all amounts payable by the Borrowers
         under this Agreement shall be determined as if such



                                       64
<PAGE>

         Lender had not sold such participating interests, and the Borrowers and
         the Agent shall continue to deal solely and directly with such Lender
         in connection with such Lender's rights and obligations under the Loan
         Documents.

                  12.2.2. VOTING RIGHTS. Each Lender shall retain the sole right
         to approve, without the consent of any Participant, any amendment,
         modification or waiver of any provision of the Loan Documents other
         than any amendment, modification or waiver with respect to any Credit
         Extension or Commitment in which such Participant has an interest which
         would require consent of all of the Lenders pursuant to the terms of
         Section 8.2 or of any other Loan Document.

                  12.2.3. BENEFIT OF CERTAIN PROVISIONS. The Borrowers agree
         that each Participant shall be deemed to have the right of setoff
         provided in Section 11.1 in respect of its participating interest in
         amounts owing under the Loan Documents to the same extent as if the
         amount of its participating interest were owing directly to it as a
         Lender under the Loan Documents, provided that each Lender shall retain
         the right of setoff provided in Section 11.1 with respect to the amount
         of participating interests sold to each Participant. The Lenders agree
         to share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender. Each Borrower further agrees that each
         Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4
         and 3.5 to the same extent as if it were a Lender and had acquired its
         interest by assignment pursuant to Section 12.3, provided that (i) a
         Participant shall not be entitled to receive any greater payment under
         Section 3.1, 3.2 or 3.5 than the Lender who sold the participating
         interest to such Participant would have received had it retained such
         interest for its own account, unless the sale of such interest to such
         Participant is made with the prior written consent of the Borrower, and
         (ii) any Participant not incorporated under the laws of the United
         States of America or any State thereof agrees to comply with the
         provisions of Section 3.5 to the same extent as if it were a Lender.

         12.3.    ASSIGNMENTS.

                  12.3.1. PERMITTED ASSIGNMENTS. Any Lender may at any time
         assign to one or more banks or other entities ("Purchasers") all or any
         part of its rights and obligations under the Loan Documents; provided,
         however, so long as no Default has occurred, Bank One agrees retain at
         least 35% of the Aggregate Commitment and the Loans. Such assignment
         shall be substantially in the form of Exhibit C or in such other form
         as may be agreed to by the parties thereto. Each such assignment with
         respect to a Purchaser which is not a Lender or an Affiliate thereof
         shall (unless each of the Borrowers and the Agent otherwise consents)
         be in an amount not less than $5,000,000 in the case of any assignment
         of a Revolving Commitment and $1,000,000 in the case of any assignment
         of a Term Loan or Term Loan Commitment. The amount of the assignment
         shall be based on the Commitment or outstanding Loans (if the
         Commitment has been terminated) subject to the assignment, determined
         as of the date of such assignment or as of the "Trade Date," if the
         "Trade Date" is specified in the assignment.



                                       65
<PAGE>

                  12.3.2. CONSENTS. The consent of the Borrowers shall be
         required prior to an assignment becoming effective unless the Purchaser
         is a Lender, an Affiliate of a Lender or an Approved Fund, provided
         that the consent of the Borrowers shall not be required if a Default
         has occurred and is continuing. The consent of the Agent shall be
         required prior to an assignment becoming effective unless the Purchaser
         is a Lender with a Revolving Commitment (in the case of an assignment
         of a Revolving Commitment) or is a Lender, an Affiliate of a Lender or
         an Approved Fund (in the case of an assignment of any other Commitment
         or Loans. The consent of the LC Issuer shall be required prior to an
         assignment of a Revolving Commitment becoming effective unless the
         Purchaser is a Lender with a Revolving Commitment. Any consent required
         under this Section 12.3.2 shall not be unreasonably withheld or
         delayed.

                  12.3.3. EFFECT; EFFECTIVE DATE. Upon (i) delivery to the Agent
         of an assignment, together with any consents required by Section 12.3.1
         and 12.3.2, and (ii) payment of a $4,000 fee to the Agent for
         processing such assignment (unless such fee is waived by the Agent),
         such assignment shall become effective on the effective date specified
         in such assignment. The assignment shall contain a representation by
         the Purchaser to the effect that none of the consideration used to make
         the purchase of the Commitment and Outstanding Credit Exposure under
         the applicable assignment agreement constitutes "plan assets" as
         defined under ERISA and that the rights and interests of the Purchaser
         in and under the Loan Documents will not be "plan assets" under ERISA.
         On and after the effective date of such assignment, such Purchaser
         shall for all purposes be a Lender party to this Agreement and any
         other Loan Document executed by or on behalf of the Lenders and shall
         have all the rights and obligations of a Lender under the Loan
         Documents, to the same extent as if it were an original party hereto,
         and no further consent or action by the Borrowers, the Lenders or the
         Agent shall be required to release the transferor Lender with respect
         to the percentage of the Aggregate Commitment and Outstanding Credit
         Exposure assigned to such Purchaser. Upon the consummation of any
         assignment to a Purchaser pursuant to this Section 12.3.3, the
         transferor Lender, the Agent and the Borrowers shall, if the transferor
         Lender or the Purchaser desires that its Loans be evidenced by Notes,
         make appropriate arrangements so that new Notes or, as appropriate,
         replacement Notes are issued to such transferor Lender and new Notes
         or, as appropriate, replacement Notes, are issued to such Purchaser, in
         each case in principal amounts reflecting their respective Commitments,
         as adjusted pursuant to such assignment.

                  12.3.4. REGISTER. The Agent, acting solely for this purpose as
         an agent of the Borrowers, shall maintain at one of its offices in
         Columbus, Ohio a copy of each Assignment and Assumption delivered to it
         and a register for the recordation of the names and addresses of the
         Lenders, and the Commitments of, and principal amounts of the Loans
         owing to, each Lender pursuant to the terms hereof from time to time
         (the "Register"). The entries in the Register shall be conclusive, and
         the Borrowers, the Agent and the Lenders may treat each Person whose
         name is recorded in the Register pursuant to the terms hereof as a
         Lender hereunder for all purposes of this Agreement, notwithstanding
         notice to the contrary. The Register shall be available for inspection
         by



                                       66
<PAGE>

         the Borrowers and any Lender, at any reasonable time and from time to
         time upon reasonable prior notice.

         12.4. DISSEMINATION OF INFORMATION. The Borrowers authorize each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrowers and their Subsidiaries,
including without limitation any information contained in any Reports; provided
that each Transferee and prospective Transferee agrees to be bound by Section
9.11 of this Agreement.

         12.5. TAX TREATMENT. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).

                                  ARTICLE XIII

                                     NOTICES

         13.1. NOTICES. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrowers or the Agent, at its address or facsimile number
set forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth below its signature hereto or (z) in the
case of any party, at such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the Agent and the Borrowers in
accordance with the provisions of this Section 13.1. Each such notice, request
or other communication shall be effective (i) if given by facsimile
transmission, when transmitted to the facsimile number specified in this Section
and confirmation of receipt 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, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the address specified
in this Section; provided that notices to the Agent under Article II shall not
be effective until received.

         13.2. CHANGE OF ADDRESS. Any Borrower, the Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.

                                   ARTICLE XIV

                                  COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been



                                       67
<PAGE>

executed by the Borrowers, the Agents, the LC Issuer and the Lenders and each
party has notified the Agent by facsimile transmission or telephone that it has
taken such action.

                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

         15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (BUT WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF OHIO, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         15.2. CONSENT TO JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR OHIO STATE
COURT SITTING IN COLUMBUS, OHIO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST
ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
ANY BORROWER AGAINST THE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF
THE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN COLUMBUS, OHIO.

         15.3. WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT, THE LC ISSUER AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

             IN WITNESS WHEREOF, the Borrowers, the Lenders, the LC Issuer and
the Agent have executed this Agreement as of the date first above written.



                                  BORROWERS:

                                  MPW Industrial Services Group, Inc.


                                       68


<PAGE>
                                  By: /s/ Richard R. Kahle
                                    -----------------------------------------
                                       Richard R. Kahle, Vice President,
                                       Chief Financial Officer, Treasurer and
                                       Secretary


                                  Each of the Other Borrowers Listed
                                  on the Schedule of Subsidiary Borrowers

                                  By: /s/ Richard R. Kahle
                                      ---------------------------------------
                                       Richard R. Kahle, Vice President,
                                       Chief Financial Officer, Treasurer and
                                       Secretary

                                  Address for all Borrowers:

                                  9711 Lancaster Road, S. E.
                                  Hebron, OH 43025
                                  Attention: Richard R. Kahle, Vice President
                                  and Chief Financial Officer
                                  Telephone:        (740) 927-8790
                                  FAX:              (740) 928-3309





                                       69
<PAGE>


COMMITMENTS

         Revolving:                 $19,250,000.00   BANK ONE, NA,
         Term Loan:                 $3,300,000.00    Individually and as LC
                                                     Issuer and Agent

                             By:  /S/ Steven P. Shepard
                                 ------------------------------------------
                                   Steven P. Shepard, First Vice President

                                      100 East Broad Street, 7th Floor
                                      Columbus, OH 43215
                                      Attention: Steven P. Shepard,
                                      First Vice President
                                      Telephone:       (614) 248-6857
                                      FAX:             (614) 248-5518



                                       70
<PAGE>


COMMITMENTS

         Revolving:                 $15,750,000.00   NATIONAL CITY BANK
         Term Loan:                 $2,700,000.00

                           By:  /s/ Robert C. Wolfinger
                               ---------------------------------------------
                                 Robert C. Wolfinger, Senior Vice President

                                    148 W. Main St.
                                    Lancaster, OH  43130-3728
                                    Attention: Robert C. Wolfinger
                                    Senior Vice President
                                    Telephone:       740-687-1890
                                    FAX:             740-681-4089






                                       71
<PAGE>


                        SCHEDULE OF SUBSIDIARY BORROWERS


Aquatech Environmental, Inc.
MPW Industrial Services, Inc.
MPW Management Services Corp.
MPW Industrial Water Services, Inc.
MPW Container Management Corp.
MPW Container Management Corp. of Michigan
MPW Industrial Services of Indiana, LLC
MPW Industrial Cleaning Corp.



                                       72
<PAGE>



                                PRICING SCHEDULE

<TABLE>
<CAPTION>
========================= ============== =============== ============== =============
APPLICABLE MARGIN         LEVEL I        LEVEL II        LEVEL III      LEVEL IV
                          STATUS         STATUS          STATUS         STATUS
------------------------- -------------- --------------- -------------- -------------
<S>                     <C>            <C>             <C>            <C>
Eurodollar Rate           1.75%          2.00%           2.25%          2.50%
------------------------- -------------- --------------- -------------- -------------
Floating Rate             0.125%         0.375%          0.625%         0.875%
========================= ============== =============== ============== =============

========================= ============== =============== ============== =============
APPLICABLE FEE RATE       LEVEL I        LEVEL II        LEVEL III      LEVEL IV
                          STATUS         STATUS          STATUS         STATUS
========================= ============== =============== ============== =============
Commitment Fee            0.35%          0.40%           0.45%          0.50%
========================= ============== =============== ============== =============
</TABLE>

         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or quarterly financial statements of the
Borrowers and their Subsidiaries delivered pursuant to Section 6.1(i) or (ii).

         From date of this Agreement until the date which is five Business Days
after the receipt by Agent of the Financials of Borrowers and its Subsidiaries
and Form 10-K for MPW Industrial Services Group, Inc. for the fiscal year ending
June 30, 2002, (i) the interest rates will be based on the Eurodollar Rate and
the Floating Rate, at the Borrower's option in accordance with the terms of the
Agreement, plus the Applicable Margin as set forth in Level III Status in the
pricing grid above, and (ii) the commitment fee will be as set forth in Level IV
Status as set forth in the pricing grid above. Thereafter:

         "Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrowers referred to in the most recent Financials, the
Leverage Ratio is less than 1.25 to 1.0.

         "Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrowers referred to in the most recent Financials, (i)
the Borrowers have not qualified for Level I Status and (ii) the Leverage Ratio
is less than 1.75 to 1.0.

         "Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrowers referred to in the most recent Financials, (i)
the Borrowers have not qualified for Level I Status or Level II Status and (ii)
the Leverage Ratio is less than 2.25 to 1.0.

         "Level IV Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrowers referred to in the most recent financials, the
Borrowers have not qualified for Level I Status, Level II Status or Level III
Status.

         "Status" means either Level I Status, Level II Status, Level III Status
or Level IV Status.



                                       73
<PAGE>

         The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's Status as reflected
in the then most recent Financials. Adjustments, if any, to the Applicable
Margin or Applicable Fee Rate shall be effective five Business Days after the
Agent has received the applicable Financials. If the Borrowers fail to deliver
the Financials to the Agent at the time required pursuant to Section 6.1, then
the Applicable Margin and Applicable Fee Rate shall be the highest Applicable
Margin and Applicable Fee Rate set forth in the foregoing table until five days
after such Financials are so delivered.




                                       74
<PAGE>


                                    EXHIBIT A

                                 FORM OF OPINION


                                                        ________________ , 2002



The Agent, the LC Issuer and the Lenders who are parties to the Credit Agreement
described below.


Gentlemen/Ladies:


         We are counsel for [list Borrowers] (each a "Borrower", and
collectively, the "Borrowers"), and have represented the Borrowers in connection
with its execution and delivery of a Credit Agreement dated as of June 18, 2002
(the "Agreement") among the Borrowers, the Lenders named therein, Bank One, NA,
as Agent and as the LC Issuer, and providing for Credit Extensions in an
aggregate principal amount not exceeding $41,000,000 at any one time
outstanding. All capitalized terms used in this opinion and not otherwise
defined herein shall have the meanings attributed to them in the Agreement.

         We have examined each Borrower's [describe constitutive documents of
each Borrower and appropriate evidence of authority to enter into the
transaction], the Loan Documents and such other matters of fact and law which we
deem necessary in order to render this opinion. Based upon the foregoing, it is
our opinion that:

         l. Each Borrower and its Subsidiaries is a corporation, partnership or
limited liability company duly and properly incorporated or organized, as the
case may be, validly existing and (to the extent such concept applies to such
entity) in good standing under the laws of its jurisdiction of incorporation or
organization and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted.

         2. The execution and delivery by each Borrower of the Loan Documents to
which it is a party and the performance by each Borrower of its obligations
thereunder have been duly authorized by proper corporate proceedings on the part
of each Borrower and will not:

                  (a) require any consent of any Borrower's shareholders or
         members (other than any such consent as has already been given and
         remains in full force and effect);

                  (b) violate (i) any law, rule, regulation, order, writ,
         judgment, injunction, decree or award binding on any Borrower or any of
         its Subsidiaries or (ii) each Borrower's or any Subsidiary's articles
         or certificate of incorporation, partnership agreement, certificate of
         partnership, articles or certificate of organization, by-laws, or
         operating or other management agreement, as the case may be, or (iii)
         the provisions of



                                       75
<PAGE>

         any indenture, instrument or agreement to which any Borrower or any of
         its Subsidiaries is a party or is subject, or by which it, or its
         Property, is bound, or conflict with or constitute a default
         thereunder; or

                  (c) result in, or require, the creation or imposition of any
         Lien in, of or on the Property of any Borrower or a Subsidiary pursuant
         to the terms of any indenture, instrument or agreement binding upon any
         Borrower or any of its Subsidiaries.

         3. The Loan Documents to which each Borrower is a party have been duly
executed and delivered by such Borrower and constitute legal, valid and binding
obligations of such Borrower enforceable against such Borrower in accordance
with their terms except to the extent the enforcement thereof may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and subject also to the availability of equitable remedies if
equitable remedies are sought.

         4. There is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the best of our knowledge after due
inquiry, threatened against any Borrower or any of its Subsidiaries which, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect.

         5. No order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the Borrowers or any of
their Subsidiaries, is required to be obtained by the Borrowers or any of its
Subsidiaries in connection with the execution and delivery of the Loan
Documents, the borrowings under the Agreement, the payment and performance by
the Borrowers of the Obligations, or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

         6. The provisions of the Collateral Documents are sufficient to create
in favor of the Lenders a security interest in all right, title and interest of
the Borrowers in those items and types of collateral described in the Collateral
Documents in which a security interest may be created under Article 9 of the
Uniform Commercial Code as in effect on the date of this Agreement in Ohio.
Financing statements on Form UCC-1's have been duly executed by each Borrower
and have been duly filed in each filing office indicated in Exhibit A hereto
under the Uniform Commercial Code in effect in each state in which said filing
offices are located. The description of the collateral set forth in said
financing statements is sufficient to perfect a security interest in the items
and types of collateral described therein in which a security interest may be
perfected by the filing of a financing statement under the Uniform Commercial
Code as in effect in such states. Such filings are sufficient to perfect the
security interest created by the Collateral Documents in all right, title and
interest of each Borrower in those items and types of collateral described in
the Collateral Documents in which a security interest may be perfected by the
filing of a financing statement under the Uniform Commercial Code in such
states, except that we express no opinion as to personal property affixed to
real property in such manner as to become a fixture under the laws of any state
in which the collateral may be located and we call your



                                       76
<PAGE>

attention to the fact that the Lenders' security interest in certain of such
collateral may not be perfected by filing financing statements under the Uniform
Commercial Code.

         This opinion may be relied upon by the Agent, the LC Issuer, the
Lenders and their participants, assignees and other transferees.

                                                     Very truly yours,



                                       77
<PAGE>


                                    EXHIBIT B

                             COMPLIANCE CERTIFICATE



To:      The Lenders parties to the
         Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
Credit Agreement dated as of June 18, 2002 (as amended, modified, renewed or
extended from time to time, the "Agreement") among MPW Industrial Services
Group, Inc. and its Subsidiaries which are also party thereto as Borrowers (the
"Borrowers"), the lenders party thereto, and Bank One, NA, as Agent for the
Lenders and as LC Issuer. Unless otherwise defined herein, capitalized terms
used in this Compliance Certificate have the meanings ascribed thereto in the
Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1.  I am the duly elected _____________________ of each Borrower;


         2. I have reviewed the terms of the Agreement and, in the normal course
of business, I am familiar with the transactions and conditions of the Borrowers
and their Subsidiaries during the accounting period covered by the attached
financial statements;

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

         4. Schedule I attached hereto sets forth financial data and
computations evidencing the Borrowers' compliance with certain covenants of the
Agreement, all of which data and computations are true, complete and correct.

         5. Schedule II hereto sets forth the determination of the interest
rates to be paid for Advances, the LC Fee rates and the commitment fee rates
commencing on the fifth day following the delivery hereof.

         6. Schedule III attached hereto sets forth the various reports and
deliveries which are required at this time under the Credit Agreement, the
Collateral Document and the other Loan Documents and the status of compliance.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrowers have taken, is taking, or proposes to
take with respect to each such condition or event:


                                       78
<PAGE>

         The foregoing certifications, together with the computations set forth
in Schedule I and Schedule II hereto and the financial statements delivered with
this Certificate in support hereof, are made and delivered this _____ day of
________________________, 200___.







                                       79
<PAGE>


                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                     Compliance as of _________, 200__ with
               Provisions of Sections 6.25.1, 6.25.2 and 6.25.3 of
                                  the Agreement



                                       80
<PAGE>


                      SCHEDULE II TO COMPLIANCE CERTIFICATE

                    Borrower's Applicable Margin Calculation




                                       81
<PAGE>


                     SCHEDULE III TO COMPLIANCE CERTIFICATE

                      Reports and Deliveries Currently Due



                                       82
<PAGE>


                                    EXHIBIT C

                       ASSIGNMENT AND ASSUMPTION AGREEMENT


         This Assignment and Assumption (the "ASSIGNMENT AND ASSUMPTION") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "ASSIGNOR") and [Insert name of Assignee]
(the "ASSIGNEE"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"CREDIT AGREEMENT"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Agent as contemplated below, the interest in and to all of the Assignor's
rights and obligations in its capacity as a Lender under the Credit Agreement
and any other documents or instruments delivered pursuant thereto that
represents the amount and percentage interest identified below of all of the
Assignor's outstanding rights and obligations under the respective facilities
identified below (including without limitation any letters of credit, guaranties
and swingline loans, included in such facilities and, to the extent permitted to
be assigned under applicable law, all claims (including without limitation
contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity), suits, causes of action and any other right of the
Assignor against any Person whether known or unknown arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby) (the
"ASSIGNED INTEREST"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.

1.       Assignor: ____________________________________________________________


2.       Assignee: _______________________________ [and is an affiliate/Approved
                   Fund of [identify Lender](1)

3.       Borrower(s):__________________________________________________________

4.       Agent:_________________________________ , as the agent under the
               Credit Agreement.

5.       Credit Agreement: The [amount] Credit Agreement dated as of June 18,
                           2002 among [name of Borrower(s)], the Lenders
                           parties thereto, [name of Agent], as Agent.

(1)  Select as applicable.

                                       83
<PAGE>

6.       Assigned Interest:
<TABLE>
<S>                  <C>                          <C>                         <C>
-------------------- ---------------------------- ---------------------------- ----------------------------
                     Aggregate Amount of          Amount of Commitment/Loans
                     Commitment/Loans for all     Assigned*                    Percentage Assigned of
Facility Assigned    Lenders*                                                  Commitment/Loans(2)
____________(3)      $                            $                                   %
---------------------------------------------------------------------------------------------------------
                     $                            $                                   %
---------------------------------------------------------------------------------------------------------
                     $                            $                                   %
---------------------------------------------------------------------------------------------------------

</TABLE>

7.       Trade Date:                                                   (4)
                           --------------------------------------------

Effective Date: ____________________, 20__ [TO BE INSERTED BY AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE AGENT.]

         The terms set forth in this Assignment and Assumption are hereby agreed
to:

                                    ASSIGNOR
                                    [NAME OF ASSIGNOR]

                                    By:
                                       --------------------------------------
                                             Title:

                                    ASSIGNEE
                                    [NAME OF ASSIGNEE]

                                    By:
                                       --------------------------------------
                                             Title:

[Consented to and](5) Accepted:

[NAME OF AGENT], as Agent

By:
   -----------------------------------------
Title:

[Consented to:](6)

*        Amount to be adjusted by the counterparties to take into account any
         payments or prepayments made between the Trade Date and the Effective
         Date.

(2)      Set forth, to at least 9 decimals, as a percentage of the
         Commitment/Loans of all Lenders thereunder.

(3)      Fill in the appropriate terminology for the types of facilities under
         the Credit Agreement that are being assigned under this Assignment
         (e.g. "Revolving Credit Commitment," "Term Loan Commitment,", etc.)

(5)      To be added only if the consent of the Agent is required by the terms
         of the Credit Agreement.

(6)      To be added only if the consent of the Borrowers and/or other parties
         (e.g., L/C Issuer) is required by the terms of the Credit Agreement.



                                       84
<PAGE>


[NAME OF RELEVANT PARTY]

By:
   --------------------------------------------------
Title:



                                       85
<PAGE>


                                     ANNEX 1
                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

                  1.  REPRESENTATIONS AND WARRANTIES.

                  1.1 ASSIGNOR. The Assignor represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby. Neither the Assignor nor any of its officers,
directors, employees, agents or attorneys shall be responsible for (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency, perfection, priority,
collectability, or value of the Loan Documents or any collateral thereunder,
(iii) the financial condition of the Borrowers, any of their Subsidiaries or
Affiliates or any other Person obligated in respect of any Loan Document, (iv)
the performance or observance by the Borrowers, any of their Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Loan Document, (v) inspecting any of the property, books or records of the
Borrowers, or any guarantor, or (vi) any mistake, error of judgment, or action
taken or omitted to be taken in connection with the Loans or the Loan Documents.

                  1.2. ASSIGNEE. The Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iii)
agrees that its payment instructions and notice instructions are as set forth in
Schedule 1 to this Assignment and Assumption, (iv) confirms that none of the
funds, monies, assets or other consideration being used to make the purchase and
assumption hereunder are "plan assets" as defined under ERISA and that its
rights, benefits and interests in and under the Loan Documents will not be "plan
assets" under ERISA, (v) agrees to indemnify and hold the Assignor harmless
against all losses, costs and expenses (including, without limitation,
reasonable attorneys' fees) and liabilities incurred by the Assignor in
connection with or arising in any manner from the Assignee's non-performance of
the obligations assumed under this Assignment and Assumption, (vi) it has
received a copy of the Credit Agreement, together with copies of financial
statements and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the Agent
or any other Lender, and (vii) attached as Schedule 1 to this Assignment and
Assumption is any documentation required to be delivered by the Assignee with
respect to its tax status pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee and (b) agrees that (i) it will,
independently and without reliance on the Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action



                                       86
<PAGE>

under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

                  2. PAYMENTS. The Assignee shall pay the Assignor, on the
Effective Date, the amount agreed to by the Assignor and the Assignee. From and
after the Effective Date, the Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after
the Effective Date.

                  3. GENERAL PROVISIONS. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law
of the State of Ohio.



                                       87
<PAGE>


                          ADMINISTRATIVE QUESTIONNAIRE

     (Schedule to be supplied by Closing Unit or Trading Documentation Unit)

    (For Forms for Primary Syndication call Peterine Svoboda at 312-732-8844)
      (For Forms after Primary Syndication call Jim Bartz at 312-732-1242)



                                       88
<PAGE>


              US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS

     (Schedule to be supplied by Closing Unit or Trading Documentation Unit)

    (For Forms for Primary Syndication call Peterine Svoboda at 312-732-8844)
      (For Forms after Primary Syndication call Jim Bartz at 312-732-1242)



                                       89
<PAGE>


                                    EXHIBIT D

                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, NA,
 as Agent (the "Agent") under the Credit Agreement
 Described Below.

Re:      Credit Agreement, dated June 18, 2002 (as the same may be amended or
         modified, the "Credit Agreement"), among MPW Industrial Services Group,
         Inc. and the other borrowers named therein (the "Borrowers"), the
         Lenders named therein, and the Agent. Capitalized terms used herein and
         not otherwise defined herein shall have the meanings assigned thereto
         in the Credit Agreement.

         The Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Advances or other extensions of credit from time to time until receipt by the
Agent of a specific written revocation of such instructions by the Borrowers,
provided, however, that the Agent may otherwise transfer funds as hereafter
directed in writing by the Borrowers in accordance with Section 13.1 of the
Credit Agreement or based on any telephonic notice made in accordance with
Section 2.14 of the Credit Agreement.

Facility Identification Number(s)
                                 ----------------------------------------------

Customer/Account Name
                     ----------------------------------------------------------

Transfer Funds To
                 --------------------------------------------------------------

For Account No.
               ----------------------------------------------------------------

Reference/Attention To
                      ---------------------------------------------------------

Authorized Officer (Customer Representative)         Date
                                                          ---------------------

------------------------------------                 --------------------------
(Please Print)                                        Signature

Bank Officer Name                                    Date
                                                          ---------------------


------------------------------------                 --------------------------
(Please Print)                                       Signature

    (Deliver Completed Form to Credit Support Staff For Immediate Processing)


                                       90
<PAGE>


                                    EXHIBIT E

                                      NOTE


                                                                          [Date]


         MPW Industrial Services Group, Inc. ("MPW Group") and each Subsidiary
of MPW Group listed on Schedule I attached hereto or made a party hereto in
accordance with the terms hereof (collectively, the "Borrowers"), jointly and
severally, promise to pay to the order of ____________________________________
(the "Lender") the aggregate unpaid principal amount of all [Revolving] [Term]
Loans made by the Lender to the Borrowers pursuant to Article II of the
Agreement (as hereinafter defined), in immediately available funds at the main
office of Bank One, NA in Columbus, Ohio, as Agent, together with interest on
the unpaid principal amount hereof at the rates and on the dates set forth in
the Agreement. [The Borrowers shall pay the principal of and accrued and unpaid
interest on the Revolving Loans in full on the Facility Termination Date.] [The
Borrowers shall pay the principal of and accrued and unpaid interest on the Term
Loans at the times set forth in the Agreement.]

         The Lender shall, and is hereby authorized to, record on Schedule II
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each [Revolving] [Term] Loan and the date and amount of
each principal payment hereunder.

         This Note is one of the Notes issued pursuant to, and is entitled to
the benefits of, the Credit Agreement dated as of June 18, 2002 (which, as it
may be amended or modified and in effect from time to time, is herein called the
"Agreement"), among the Borrowers, the lenders party thereto, including the
Lender, the LC Issuer, and Bank One, NA [Main Office Columbus], as Agent, to
which Agreement reference is hereby made for a statement of the terms and
conditions governing this Note, including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated. This Note is secured
pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty,
all as more specifically described in the Agreement, and reference is made
thereto for a statement of the terms and provisions thereof. Capitalized terms
used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.

         ADDITIONAL BORROWERS. Each Person which becomes a Subsidiary after the
date of the Agreement shall be required to become a party to the Agreement and
this Note by the execution and delivery by such a Subsidiary and the Agent of
the Supplement in the form of Exhibit F attached to the Agreement. Upon such
execution and delivery, each such Subsidiary shall become a Borrower under the
Agreement, the Facility LC Applications and this Note with the same force and
effect as if originally named a Borrower under the Agreement, the Facility LC
Applications and this Note. The execution of and delivery of any such
Supplements shall not require the consent of any other Borrower. The rights and
obligations of each Borrower under the Agreement, the Facility LC Applications
and this Note shall remain in full force and effect notwithstanding the addition
of any new Borrower to the Agreement and this Note. Each such



                                       91
<PAGE>

Supplement, or a photocopy thereof (which shall be as effective as a manually
signed counterpart of the Supplement) shall be attached to this Note as an
allonge.

                                 BORROWERS:

                                 MPW Industrial Services Group, Inc.

                                 By:___________________________
                                      Richard R. Kahle, Vice President,
                                      Chief Financial Officer, Treasurer and
                                      Secretary

                                 Each of the Subsidiaries Listed on
                                 Schedule I Hereto

                                 By:___________________________
                                      Richard R. Kahle, Vice President,
                                      Chief Financial Officer, Treasurer and
                                      Secretary



                                       92
<PAGE>


                                   SCHEDULE I

                                  SUBSIDIARIES

Aquatech Environmental, Inc.
MPW Industrial Services, Inc.
MPW Management Services Corp.
MPW Industrial Water Services, Inc.
MPW Container Management Corp.
MPW Container Management Corp. of Michigan
MPW Industrial Services of Indiana, LLC
MPW Industrial Cleaning Corp.



                                       93
<PAGE>

<TABLE>
<CAPTION>

                                   SCHEDULE II

                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
 NOTE OF MPW INDUSTRIAL SERVICES GROUP, INC. ("MPW GROUP") AND EACH SUBSIDIARY OF MPW GROUP

                               DATED JUNE 18, 2002


                             Principal                 Maturity                    Principal
                             Amount of                of Interest                   Amount               Unpaid
         Date                  Loan                     Period                       Paid                Balance
----------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                     <C>                      <C>


</TABLE>





                                       94
<PAGE>


                                    EXHIBIT F

                                   SUPPLEMENT


                              SUPPLEMENT NO. _____
                              (To Credit Agreement)


         THIS SUPPLEMENT NO. _____, (the "Supplement") dated as of
_______________, to the Credit Agreement dated as of June 18, 2002 among MPW
Industrial Services Group, Inc. ("MPW Group"), each Subsidiary of MPW Group
listed on Schedule I attached hereto or which has entered into a previous
Supplement (collectively, the "Borrowers"), Bank One, NA [Main Office Columbus],
as Agent (in such capacity, the "Agent"), for the Lenders (as defined herein),
and the Lenders, is made and entered into by the New Borrower (as hereinafter
defined) and Bank One, NA [Main Office Columbus], as such Agent.

                             BACKGROUND INFORMATION

         A. Reference is made to the Credit Agreement dated as of June 18, 2002
(as the same may be amended, modified, supplemented, renewed, extended, restated
or replaced from time to time, the "Agreement"), among the Borrowers, the
lenders from time to time party thereto ("Lenders"), and the Agent.

         B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Agreement.

         C. The Borrowers have entered into the Agreement in order to induce the
Banks to make Advances and Loans to the Borrowers and Bank One to issue Facility
LCs. Section 2.23 of the Agreement provides that additional Subsidiaries of the
Borrowers shall become Borrowers under the Agreement, the Facility LC
Applications and the Notes by execution and delivery of an instrument in the
form of this Supplement. The undersigned Subsidiary (the "New Borrower") is
executing this Supplement in accordance with the requirements of the Agreement
to become a Borrower under the Agreement, the Facility LC Applications and the
Notes in order to induce the Banks to make additional Advances and Loans to the
Borrowers and Bank One to issue additional Facility LCs and as consideration for
Advances and Loans previously made and Facility LCs previously issued.

                                   PROVISIONS

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Agent and the New Borrower agree as follows:

         1. In accordance with Section 2.23 of the Agreement, the New Borrower
by its signature below becomes a Borrower under the Agreement, the Facility LC
Applications and the



                                       95
<PAGE>

Notes with the same force and effect as if originally named therein as a
Borrower and the New Borrower hereby (a) agrees to all the terms and provisions
of the Agreement, the Facility LC Applications and the Notes applicable to it as
a Borrower thereunder, and (b) represents and warrants that the representations
and warranties made by it as a Borrower thereunder are true and correct on and
as of the date hereof. Each reference to a "Borrower" in the Agreement, the
Facility LC Applications, the Notes and any other Loan Document shall be deemed
to include the New Borrower. The Agreement, the Facility LC Applications, the
Notes and the Loan Documents are hereby incorporated herein by reference.

         2. The New Borrower represents and warrants to the Agent and the
Lenders that this Supplement has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms.

         3. This Supplement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Supplement shall become effective when the Agent shall have
received counterparts of this Supplement that, when taken together, bear the
signatures of the New Borrower and the Agent. Delivery of an executed signature
page to this Supplement by facsimile transmission shall be as effective as
delivery of a manually signed counterpart of this Supplement.

         4. Except as expressly supplemented hereby, the Agreement, the Facility
LC Applications, the Notes and all other Loan Documents shall remain in full
force and effect.

         5. This Supplement, or a photocopy hereof (which shall be as effective
as a manually signed counterpart of this Supplement) shall be attached to each
Note as an allonge.

         6. This Supplement shall be governed by, and construed in accordance
with, the laws of the State of Ohio.

         7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Agreement, the Facility LC Applications, the Notes and the
other Loan Documents shall not in any way be affected or impaired thereby (it
being understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in
any other jurisdiction). The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

         8. All communications and notices hereunder shall be in writing and
given as provided in Section 13.1 of the Agreement.

         9. The New Borrower agrees to reimburse the Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the
reasonable fees, other charges and disbursements of counsel for the Agent.



                                       96
<PAGE>

         IN WITNESS WHEREOF, the New Borrower and the Agent have duly executed
this Supplement to the Agreement as of the day and year first above written.

                             [Name of New Borrower],


                                By:______________________________

                                Name: ___________________________

                                Title:_____________________________



                                Bank One, NA,
                                  as Agent,
                                  for and on behalf of itself and the Lenders


                                By:______________________________

                                Name: ___________________________

                                Title:_____________________________






                                       97
<PAGE>


                                    EXHIBIT G

                                    MORTGAGE

                     OPEN-END MORTGAGE, ASSIGNMENT OF RENTS
                             AND SECURITY AGREEMENT


         KNOW ALL MEN BY THESE PRESENTS, that ______________, a ______________
corporation, with its principal office located at ______________, Ohio (the
"Borrower"), in consideration of the payments to Borrower and the "Other
Borrowers" (as hereinafter defined) which the Lenders and the LC Issuer
(collectively, the "Lenders") from time to time party to that certain Credit
Agreement dated as of June 18, 2002 (as the same may be amended, modified,
supplemented, renewed, extended, restated or replaced from time to time, the
"Agreement"), by and among Borrower, the other borrowers (the "Other Borrowers")
from time to time party thereto, the Lenders, Bank One, NA, [Main Office
Columbus], a national banking association, whose address is 100 East Broad
Street, Columbus, Ohio 43215, as LC Issuer and Agent ("the Agent") , have
previously or contemporaneously herewith made or may hereafter make, does hereby
GRANT, BARGAIN, SELL AND CONVEY unto the Agent, for the ratable benefit of the
Lenders, their successors and assigns forever, that certain real property
situated in the State of ____________, County of ______________ and
______________ of __________________, being more fully described in Exhibit "A"
hereto and by this reference made a part hereof (the "Project Site"), together
with all of the Borrower's interest, if any, in and to the following, whether
now owned or hereafter acquired by Borrower: (a) all improvements now or
hereafter attached to or placed, erected, constructed or developed on the
Project Site (collectively the "Improvements"); (b) all fixtures, furnishings,
equipment, inventory, and other articles of personal property (collectively the
"Personal Property") that are now or hereafter attached to or used in or about
the Improvements or that are necessary or useful for the complete and
comfortable use and occupancy of the Improvements for the purposes for which
they were or are to be attached, placed, erected, constructed or developed or
that may be used in or related to the planning, development, financing or
operation of the Improvements, and all renewals of or replacements or
substitutions for any of the foregoing, whether or not the same are or shall be
attached to the Improvements or the Project Site; (c) all water and water
rights, timber, crops, and mineral interests pertaining to the Project Site; (d)
all building materials and equipment now or hereafter delivered to and intended
to be installed in or on the Improvements or the Project Site; (e) all plans and
specifications for the Improvements; (f) all contracts relating to the Project
Site, the Improvements or the Personal Property; (g) all deposits (including,
without limitation, tenants' security deposits), bank accounts, funds,
documents, contract rights, accounts, commitments, construction agreements,
architectural agreements, general intangibles (including,



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<PAGE>

without limitation, trademarks, trade names and symbols), instruments, notes and
chattel paper arising from or by virtue of any transactions related to the
Project Site, the Improvements or the Personal Property; (h) all permits,
licenses, franchises, certificates, and other rights and privileges obtained in
connection with the Project Site, the Improvements or the Personal Property; (i)
all proceeds arising from or by virtue of the sale, lease or other disposition
of the Project Site, the Improvements, the Personal Property or any portion
thereof or interest therein; (j) all proceeds (including, without limitation,
premium refunds) of each policy of insurance relating to the Project Site, the
Improvements or the Personal Property; (k) all proceeds from the taking of any
of the Project Site, the Improvements, the Personal Property or any rights
appurtenant thereto by right of eminent domain or by private or other purchase
in lieu thereof (including, without limitation, change of grade of streets, curb
cuts or other rights of access), for any public or quasi public use under any
law; (l) all right, title and interest of Borrower in and to all streets, roads,
public places, easements and rights-of-way, existing or proposed, public or
private, adjacent to or used in connection with, belonging or pertaining to the
Project Site; (m) all of the leases, licenses, occupancy agreements, rents
(including without limitation, room rents), royalties, bonuses, issues, profits,
revenues or other benefits of the Project Site, the Improvements or the Personal
Property, including, without limitation, cash or securities deposited pursuant
to leases to secure performance by the lessees of their obligations thereunder;
(n) all rights, hereditaments and appurtenances pertaining to the foregoing; and
(o) other interests of every kind and character that Borrower now has or at any
time hereafter acquires in and to the Project Site, Improvements, and Personal
Property described herein and all property that is used or useful in connection
therewith, including rights of ingress and egress and all reversionary rights or
interests of Borrower with respect thereto (all of the same, including the
Project Site, the Improvements, and the Personal Property, collectively the
"Mortgaged Property").

         TO HAVE AND TO HOLD the Mortgaged Property, together with the rights,
privileges and appurtenances thereto belonging, unto the Agent and its
successors and assigns forever, for the benefit of the Lenders, and Borrower
hereby binds itself and its successors and assigns to warrant and forever defend
the Mortgaged Property unto the Agent, for the benefit of the Lenders, and their
successors and assigns, against the claim or claims of all persons claiming or
to claim the same or any part thereof, except as to the "Permitted Encumbrances"
(as hereinafter defined).

         This Open-End Mortgage, Assignment of Rents and Security Agreement (the
"Mortgage") is given for the purpose of securing (i) all of the Loans (as
defined in the Agreement) to Borrower and the Other Borrowers, including,
without limitation, the Revolving Loans and the Term Loans (as defined in the
Agreement) made to Borrower, and (ii) all other obligations of Borrower and the
Other Borrowers under the Loan Documents (as hereinafter defined), which Loans
shall be made pursuant to the Agreement, which Agreement is by this reference
made a part hereof.

         The Borrower agrees that, in addition to any other indebtedness or
obligations secured hereby, this Mortgage shall secure unpaid balances of loan
advances made pursuant to the Agreement after this Mortgage is delivered to the
[______________] [Recorder] for record. Such loan advances are and will be
evidenced by a note or notes of Borrower and/or the Other Borrowers. The maximum
amount of unpaid loan indebtedness, which shall consist of unpaid



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<PAGE>

balances of loan advances made either before or after, or both before and after,
this Mortgage is delivered to the [______________] [Recorder] for record,
exclusive of interest thereon and of advances for taxes, assessments, insurance
premiums and costs incurred for protection of the Mortgaged Property, which may
be outstanding at any time is $41,000,000.00.

         THIS MORTGAGE IS GIVEN TO SECURE: the full and prompt payment, whether
at stated maturity, accelerated maturity or otherwise, of the Loans and the
complete, faithful and punctual performance of any and all other obligations
(collectively the "Obligations") of Borrower and the other Borrowers to the
Agent and the Lenders under the terms and conditions of (a) the Agreement, (b)
the Notes (as defined in the Agreement); (c) this Mortgage; and (d) any and all
other documents or instruments now or hereafter given by Borrower and/or the
Other Borrowers evidencing or securing all or any part of the foregoing (the
same, together with the Agreement, Notes and this Mortgage, collectively the
"Loan Documents").

         Borrower, for itself and its successors and assigns, hereby covenants
with the Agent for the benefit of the Lenders, their successors and assigns,
that:

         1. TITLE. Borrower represents that it has good and marketable title in
fee simple to the Mortgaged Property, free and clear from all conditions,
restrictions, easements, liens, encumbrances and adverse claims whatsoever,
except (a) the lien of real property taxes and assessments not yet due and
payable; (b) legal highways; (c) zoning ordinances; and (d) restrictions,
conditions, covenants and easements of record which do not interfere with the
present use of the Mortgage Property (collectively, "Permitted Encumbrances").
If the interest of the Agent and the Lenders in the Mortgaged Property or any
part thereof shall be endangered or shall be attacked, directly or indirectly,
Borrower hereby authorizes the Agent, on behalf of the Lenders, at Borrower's
expense, to take all necessary and proper steps for the defense of such
interest, including the employment of counsel, the prosecution or defense of
litigation and the compromise or discharge of claims made against such interest.
Any sums so expended by the Agent and the Lenders shall be charged against
Borrower and collectible in accordance with the terms of Section 12 hereof.

         2. FURTHER ASSURANCES. Borrower shall furnish to the Agent evidence of
the title of Borrower to the Mortgaged Property at the execution and delivery
hereof and from time to time hereafter as may be deemed necessary by and
satisfactory to the Agent, and Borrower shall promptly pay the cost of said
title evidence when due and payable.

         Borrower, upon the request of the Agent, shall execute, acknowledge,
deliver, file and record such further instruments and do such further acts as
may be necessary, desirable or proper to carry out the purposes of the Loan
Documents and to subject to the liens and security interests created thereby any
property intended by the terms thereof to be covered thereby, including
specifically, but without limitation, any renewals, additions, substitutions,
replacements, improvements or appurtenances to the Mortgaged Property.

         3. SUBROGATION FOR FURTHER SECURITY. The Agent and the Lenders shall be
subrogated for their further security to the lien, although released of record,
of any and all encumbrances paid with any advances under the Agreement;
provided, however, that the terms and provisions



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<PAGE>
hereof shall govern the rights and remedies of the Agent and the Lenders and
shall supersede the terms, provisions, rights, and remedies under the lien or
liens to which the Agent and the Lenders are subrogated hereunder.

         4. STATUS QUO. Except as expressly permitted herein or in the other
Loan Documents, or except with the written consent of the Agent, which consent
may be withheld in the Agent's sole discretion, Borrower shall not (a) sell,
assign, mortgage, pledge, lease or otherwise convey or further encumber the
Mortgaged Property, or any portion thereof, or any legal, equitable or
beneficial interest therein, (b) contract for any of the same, (c) permit the
Mortgaged Property, or any portion thereof, or legal, equitable or beneficial
interest therein, to be subject to any superior or inferior lien or encumbrance,
(d) subdivide, resubdivide or submit to the condominium form of ownership all or
any portion of the Mortgaged Property, or (e) initiate or acquiesce in any
change in the zoning classification of the Project Site, or any portion thereof.

         5. PAYMENT OF INDEBTEDNESS. Borrower shall promptly pay the Loans as
the same become due and payable.

         6. ESTOPPEL CERTIFICATE. Borrower shall furnish to the Agent within ten
(10) days of any written request of the Agent, a written statement, duly
acknowledged by Borrower, setting forth the sums secured by this Mortgage and
any right of set-off, counterclaim or other defense which Borrower alleges to
exist against such sums and obligations of this Mortgage.

         7. TAXES AND OTHER IMPOSITIONS. Borrower shall promptly pay before
delinquency, all taxes, assessments, charges, fines or impositions, general,
local or special (collectively the "Impositions"), levied upon the Mortgaged
Property, or any part thereof, or upon the Agent's and the Lenders' interest
therein, or upon this Mortgage or the Loans, by any duly or legally constituted
public authority, municipality, township, county or state or the United States,
and exhibit the evidence of the payment thereof to the Agent within ten (10)
Business Days (as defined in the Agreement) thereafter, provided that Borrower,
at Borrower's own cost and expense may, if it shall in good faith so desire,
contest the validity or amount of any Impositions, in which event Borrower may
defer the payment thereof for such period as such contest shall be actively
prosecuted and shall be pending undetermined. However, Borrower shall not allow
any such Impositions so contested to remain unpaid for such length of time as
shall permit all or any portion of the Mortgaged Property, or the lien thereon
created by such item, to be sold by federal, state, county or municipal
authority for the nonpayment thereof. Pending any such contest, Borrower shall
furnish to the Agent an indemnity bond secured by a deposit in cash or other
security acceptable to the Agent, on the behalf of the Lenders in the amount of
the tax or assessment being contested by Borrower, plus a reasonable additional
sum to pay all costs, interest and penalties which may be imposed or incurred in
connection therewith.

         8. INSURANCE AND INDEMNIFICATION. Borrower shall provide, maintain and
keep in force at all times insurance on or with respect to the Mortgaged
Property in amounts and with coverages satisfactory to the Agent.

         If the Agent is made a party defendant to any litigation concerning the
Loan Documents or the Mortgaged Property or any part thereof or interest
therein, or the occupancy thereof by



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<PAGE>

Borrower, then Borrower shall indemnify, defend and hold the Agent harmless from
all liability by reason of said litigation, including reasonable attorneys' fees
and expenses incurred by the Agent in any such litigation, whether or not any
such litigation is prosecuted to judgment. Borrower waives any and all right to
claim or recover against the Agent, its officers, employees, agents and
representatives, for loss of or damage to Borrower, the Mortgaged Property,
other property of Borrower or the property of others under control of Borrower
from any cause insured against or required to be insured against by the
provisions of this Mortgage.

         The Agent shall be entitled to receive all of the proceeds of such
insurance, and if (x) no Default (as hereinafter defined) shall then have
occurred and be continuing, Borrower shall be have the right to use such
proceeds toward the repair or replacement of the damaged or destroyed portion of
the Improvements and Personal Property, or (y) a Default shall then have
occurred and be continuing, the Agent may elect either to apply such proceeds,
in whole or in part, toward payment of the Loans, the unpaid portion of the debt
to remain in force, or to hold and apply such proceeds, without payment or
allowance of interest thereon, toward the repair or replacement of the damaged
or destroyed portion of the Improvements and Personal Property. Borrower hereby
authorizes and empowers the Agent, on behalf of the Lenders, to settle or
compromise claims under all such policies provided that same shall be reasonable
under the circumstances then existing and to demand, receive and receipt for all
monies becoming payable thereunder, whether or not the policies are held by
Borrower and whether or not they are made payable to the Agent, and the
companies issuing such insurance policies are hereby notified, instructed,
empowered and authorized to make loss drafts payable to the Agent, for the
benefit of the Lenders.

         If the insurance proceeds are held by the Agent to reimburse Borrower
for the cost of restoration and repair of the Improvements and the Personal
Property, the Improvements and Personal Property shall be restored as nearly as
practicable to the value, condition and character thereof existing immediately
prior to such damage or destruction or such other value, condition or character
as the Agent may approve in writing. The Agent may, at the Agent's option,
condition disbursement of said proceeds on the Agent's approval of such plans
and specifications of an architect satisfactory to the Agent, cost estimates of
contractors satisfactory to the Agent, architect's certificates, waivers of
liens, sworn statements of mechanics and materialmen and such other evidence of
costs, percentage completion of construction, application of payments, and
satisfaction of liens as the Agent may reasonably require. If the insurance
proceeds are applied to the payment of the sums secured by this Mortgage, any
such application of proceeds shall not extend or postpone the due dates of the
monthly installments referred to in the Agreement or change the amounts of such
installments. If the Mortgaged Property is sold pursuant to Section 19 hereof or
if the Agent acquires title to the Mortgaged Property, the Agent shall have all
of the right, title and interest of Borrower in and to any insurance policies
and unearned premiums thereon and in and to the proceeds resulting from any
damage to the Mortgaged Property prior to such sale or acquisition.

         9. ESCROW. Borrower, in order to more fully protect the security of
this Mortgage, does hereby covenant and agree that, if Borrower shall fail to
timely pay taxes, assessments or insurance premiums as provided above, then
Borrower shall, upon request of the Agent, pay to the Agent on the first day of
each month, until the Loans are fully paid, a sum equal to one-twelfth (1/12) of
the known or estimated yearly taxes, assessments and premiums for such



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<PAGE>

insurance as may be required by the terms hereof and, if applicable, any
replacement reserve amounts payable by Borrower. The Agent shall hold such
monthly payments which may be mingled with its general funds, without obligation
to pay interest thereon, unless otherwise required by applicable law, to pay
such taxes, assessments, and insurance premiums when due. Borrower agrees that
sufficient funds shall be so accumulated for the payment of said charges one
month prior to the due date thereof and that it shall furnish the Agent with
proper statements covering the same fifteen (15) days prior to the due dates
thereof. In the event of foreclosure of this Mortgage, or if the Agent on behalf
of the Lenders, should take a deed in lieu of foreclosure, the amount so
accumulated shall be credited on account of the unpaid principal or interest. If
the total of the monthly payments as made under this Section shall exceed the
payments actually made by the Agent, such excess shall be credited on subsequent
monthly payments of the same nature, but if the total of such monthly payments
so made under this Section shall be insufficient to pay such taxes, assessments,
and insurance premiums then due, then said Borrower shall pay upon demand the
amount necessary to make up the deficiency, which payments shall be secured by
this Mortgage. To the extent that all the provisions of this Section for such
payments of taxes, assessments, and insurance premiums to the Agent, are
complied with, Borrower shall be relieved of compliance with the covenants
contained in Sections 7 and 8 herein as to the amounts paid only, but nothing
contained in this Section shall be construed as in any way limiting the rights
of the Agent at its option to pay any and all of said items when due.

         10. WASTE; REPAIR. Borrower shall neither commit nor permit any waste
on the Project Site and shall keep all Improvements and Personal Property now or
hereafter erected or located on the Project Site in good condition and repair.

         11. ALTERATIONS; CONSTRUCTION. Except as permitted by the Agreement,
Borrower shall not remove, demolish or alter any of the Improvements, now
existing or hereafter constructed on the Project Site, or any of the Personal
Property in or on the Project Site or Improvements, except (a) when incident to
the replacement of any of the items of Personal Property with items of like kind
and value, or (b) if any such action does not diminish the value of any such
property.

         12. ADVANCES SECURED BY MORTGAGE. Upon failure of Borrower to comply
with any of these covenants and agreements as to the payment of taxes,
assessments, insurance premiums, repairs, protection of the Mortgaged Property
or the Agent's lien (for the benefit of the Lenders) thereon, and other charges
and the costs of procurement of title evidence and insurance as aforesaid, the
Agent and the Lenders may, at their option, pay the same, and any sums so paid,
together with the reasonable fees of counsel employed by the Agent and the
Lenders in consultation and in connection therewith, shall be charged against
Borrower, shall be immediately due and payable by Borrower, shall bear interest
at the highest rate set forth in the Agreement and shall be a lien upon the
Mortgaged Property, and be secured by this Mortgage, and may be collected in the
same manner as the principal debt hereby secured.

         13. USE. Unless the Agent otherwise agrees in writing, Borrower shall
not allow changes in the nature of the occupancy for which the Project Site and
Improvements were intended at the time this Mortgage was executed. Borrower
shall comply with the laws, ordinances, regulations and requirements of any
governmental body applicable to the Mortgaged



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Property, both during the construction of any Improvements on the Project Site
and subsequent to the completion thereof, and not permit the use thereof for any
illegal purpose.

         14. INSPECTION. Any person authorized by the Agent shall have the right
to enter upon and inspect the Mortgaged Property at all reasonable times. The
Agent shall, however, have no duty to make such inspections. Any inspection of
the Mortgaged Property by the Agent shall be entirely for the benefit of the
Lenders, and Borrower shall in no way rely or claim reliance thereon.

         15. MINERALS. Without the prior written consent of the Agent, there
shall be no drilling or exploring for, or extraction, removal, or production of
minerals from the surface or subsurface of the Project Site. The term "minerals"
as used herein shall include, without limitation, oil, gas, casinghead gas,
coal, lignite, hydrocarbons, methane, carbon dioxide, helium, uranium and all
other natural elements, compounds and substances, including sand and gravel.

         16. CONDEMNATION. If all or any part of the Project Site or
Improvements are damaged, taken or acquired, either temporarily or permanently,
in any condemnation proceeding, or by exercise of the right of eminent domain,
or, with the Agent's consent, by any conveyance in lieu thereof, the amount of
any award or other payment for such taking or conveyance, or damages made in
consideration thereof, to the extent of the full amount of then remaining unpaid
Loans is hereby assigned to the Agent, for the benefit of the Lenders. The Agent
is empowered to collect and receive any such award, payment and/or damages and
to give proper receipts therefor in the name of Borrower, and the same shall be
paid forthwith to the Agent. If no Default shall have then occurred and be
continuing, any award or payment so received by the Agent shall be released in
whole or in part to Borrower, upon terms satisfactory to the Agent, for the
purpose of altering, restoring or rebuilding any part of the Mortgaged Property
which may have been altered, damaged or destroyed as a result of such taking,
alteration or proceedings, but the Agent shall not be obligated to see to the
application of any funds so released. If a Default shall have then occurred and
be continuing, any award or payment so received by the Agent may, at the option
of the Agent, be retained and applied, in whole or in part, to the Loans
(whether or not then due and payable) in such manner as the Agent may determine,
or be released in whole or in part to Borrower upon terms satisfactory to the
Agent for the purpose of altering, restoring or rebuilding any part of the
Mortgaged Property which may have been altered, damaged or destroyed as a result
of such taking, alteration or proceedings, but the Agent shall not be obligated
to see to the application of any funds so released. Unless Borrower and the
Agent otherwise agree in writing, any such application of proceeds to the Loans,
as the case may be, shall not extend or postpone the due date of the
installments referred to in the Agreement, or change the amount of such
installments. If Borrower receives notice, written or unwritten, of any actual,
intended or threatened condemnation or eminent domain proceeding, Borrower shall
forthwith furnish a copy of such notice to the Agent if such notice was written,
or inform the Agent in writing if such notice was unwritten. Borrower further
authorizes the Agent, at the Agent's option and at Borrower's expense, as
attorney-in-fact for Borrower, to commence, appear in and prosecute, in
Borrower's or the Agent's name, any action or proceeding relating to any
condemnation or other taking of all or any part of the Mortgaged Property and to
settle or compromise any claims in connection with such condemnation or other
taking.



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<PAGE>

         17.      ASSIGNMENT OF RENTS AND LEASES.

                  (a) Borrower hereby absolutely and unconditionally assigns,
transfers and sets over unto the Agent for the benefit of the Lenders, and their
successors and assigns, all present and future leases covering all or any part
of the Mortgaged Property (the "Leases"), together with any extensions or
renewals thereof and any guarantees of any tenants' obligations thereunder, and
all of the rents, royalties, bonuses, income, receipts, revenues, issues and
profits now due or which may hereafter become due under the Leases or any
extensions or renewals thereof, as well as all moneys due and to become due to
Borrower under the Leases for services, materials or installations supplied
whether or not the same were supplied under the terms of the Leases, all
liquidated damages following default under the Leases and all proceeds payable
under any policy of insurance covering loss of rents resulting from
untenantability caused by damage to any part of the Mortgaged Property (such
rents, income, receipts, revenues, issues, profits and other moneys assigned
hereby are hereinafter collectively called "Rents"), together with any and all
rights and remedies which Borrower may have against any tenant under any of the
Leases or others in possession of the Mortgaged Property or any part thereof for
the collection or recovery of Rents so assigned. Prior to a Default, Borrower
shall have a license to collect and receive all Rents as trustee for the benefit
of the Agent, on behalf of the Lenders, and Borrower.

                  (b) Borrower hereby represents, warrants and agrees that:

                           (i) Borrower has good title to the Leases and
Rents hereby assigned and has the right, power and capacity to make this
assignment and no person or entity other than Borrower has or will have any
right, title or interest in or to the Leases or Rents, except for the Permitted
Encumbrances.

                           (ii)  Borrower shall, at Borrower's sole cost and
expense, perform and discharge all of the obligations and undertakings of the
landlord under the Leases and give prompt notice to the Agent of any failure to
do so. Borrower shall use all reasonable efforts to enforce or secure the
performance of each and every obligation and undertaking of the tenants under
the Leases and shall appear in and prosecute or defend any action or proceeding
arising under, or in any manner connected with, the Leases or the obligations
and undertakings of the tenants thereunder.

                           (iii) Borrower shall  generally  operate and
maintain the Mortgaged Property in a manner to insure maximum Rents and shall
enter into and maintain a contract, approved by the Agent as to form and
content, with a professional property manager, approved by the Agent, for the
management and leasing of the Mortgaged Property.

                           (iv)  Borrower  shall not (1) pledge,  transfer,
mortgage or otherwise encumber or assign the Leases or the Rents; (2) permit any
assignment of any of the Leases which requires the consent of the Borrower; or
(3) collect Rents more than one (1) month prior to accrual.

                           (v)   Without  the prior  consent  of the  Agent,
Borrower shall not (1) waive, excuse, condone or in any manner release or
discharge any tenant under any of the Leases;



                                      105
<PAGE>

(2) disaffirm, cancel, terminate or consent to any surrender of any of the
Leases; (3) modify, extend or in any way alter the terms of any of the Leases;
or (4) renew or extend any of the Leases except pursuant to terms in existing
Leases.

                           (vi)     Borrower shall give immediate  notice to the
Agent of any notice Borrower receives from any tenant under the Leases,
specifying any claimed default by any party under the Leases.

                           (vii)    All  existing  Leases  are  valid,
unmodified and in full force and effect, there are no existing defaults under
any of the Leases and Borrower has not performed any act or executed any
instrument which might prevent the Agent from operating under any of the terms
and provisions thereof or which would limit the Agent in such operation.

                           (viii)      All future  Leases of the  Mortgaged
Property shall be subject to the approval of the Agent as to form and content,
including tenant. Unless otherwise directed by the Agent, all future Leases
shall specifically provide that all Leases are subordinate to this Mortgage;
that the tenant attorns to the Agent, on behalf of the Lenders, such attornment
to be effective upon the Agent's, on behalf of the Lenders, acquisition of title
to the Mortgaged Property, provided the tenant is given customary
non-disturbance; that the tenant agrees to execute such further subordination
and attornment agreements and estoppel certificates as the Agent may from time
to time reasonably request; and that the attornment and non-disturbance of the
tenant shall not be terminated by foreclosure.

                  (c) The Agent shall not be obligated to perform or discharge
any obligation or duty to be performed or discharged by Borrower under any of
the Leases; and Borrower hereby agrees to indemnify the Agent and the Lenders
for, and to save the Agent and the Lenders harmless from, any and all liability,
damage or expense arising from any of the Leases or from this assignment,
including, without limitation, claims by tenants for security deposits or for
rental payments made more than one (1) month in advance and not delivered to the
Agent. All amounts indemnified against hereunder, including reasonable
attorneys' fees, if paid by the Agent shall bear interest at the highest rate
set forth in the Agreement, and shall be payable by Borrower immediately without
demand and shall be secured hereby. This assignment shall not place
responsibility for the control, care, management, or repair of the Mortgaged
Property upon the Agent and the Lenders, or make the Agent and the Lenders
responsible or liable for any negligence in the management, operation, upkeep,
repair or control of same resulting in loss or damage or injury or death to any
party.

                  (d)      Upon the occurrence of a Default:

                           (i)         All Rents  assigned  hereunder  shall be
paid directly to the Agent, and the Agent may notify the tenants under the
Leases (or any other parties in possession of the Mortgaged Property) to pay all
of the Rents directly to the Agent at the address specified in Section 27
hereof, for which this assignment shall be sufficient warrant;

                           (ii)        The Agent shall have the right to
forthwith enter and take possession of the Mortgaged Property and to manage,
operate, lease and develop the same; to



                                      106
<PAGE>

collect as hereunder provided all or any Rents payable under the Leases; to make
repairs as the Agent deems appropriate; and to perform such other acts in
connection with the management, operation, development, leasing and construction
of the Mortgaged Property as the Agent, in its sole discretion, may deem proper;
and

                           (iii)       The Agent shall have the right to
forthwith enter into and upon the Mortgaged Property and take possession
thereof, and to appoint an agent, or in the event of the institution of
foreclosure proceedings to have a receiver appointed for the collection of the
Rents.

         In the event that the Agent shall pursue its remedies under Subsections
17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for
the collection thereof and the management of the Mortgaged Property, may be
applied toward the payment of taxes, assessments, insurance premiums, repairs,
protection of the Mortgaged Property or the Agent's lien, for the benefit of the
Lenders, thereon, and other charges against the Mortgaged Property and the costs
of procurement of such insurance and of evidence of title to the Mortgaged
Property, or any of them, or in the reduction of the Loans and the payment of
interest, as the Agent may elect. If the Rents are not sufficient to meet the
costs, if any, of taking control of and managing the Mortgaged Property and
collecting the Rents, any funds expended by the Agent and the Lenders for such
purposes shall become indebtedness of Borrower to the Agent and the Lenders
secured by this Mortgage. Unless the Agent and Borrower agree in writing to
other terms of payment, such amounts shall be payable upon demand from the Agent
upon Borrower and shall bear interest from the date of disbursement at the
highest rate set forth in the Agreement.

         The exercise or failure to exercise any of the above remedies shall not
in any way preclude or abridge the right of the Agent, on behalf of the Lenders,
to foreclose this Mortgage or to take any other legal or equitable action
thereon. The Agent shall have such rights or privileges as aforesaid regardless
of (i) the value of the Mortgaged Property given as security hereunder, (ii) the
value of any other property given as security for the Loans under any other
document or instrument given by Borrower or the Other Borrowers to the Agent on
behalf of the Lenders pursuant to the Agreement, and (iii) the solvency or
insolvency of any party bound for the payment of the Loans or the other sums
hereby secured.

                  (e) Borrower hereby authorizes and directs the tenants under
the Leases to pay Rents to the Agent and the Lenders upon written demand by the
Agent, without further consent of Borrower, and the tenants may rely upon any
written statement delivered by the Agent to the tenants. Any such payment to the
Agent shall constitute payment to Borrower under the Leases.

                  (f) There shall be no merger of the leasehold estates created
by the Leases with the fee estate of the Project Site and Improvements without
the prior written consent of the Agent.

         18. SECURITY AGREEMENT. This Mortgage is intended to be a security
agreement pursuant to the Uniform Commercial Code as enacted in the State of
Ohio (the "UCC") for any of the Mortgaged Property comprising Personal Property
and fixtures or which may be subject to



                                      107
<PAGE>

a security interest pursuant to the UCC, and Borrower hereby grants to the
Agent, for the ratable benefit of the Lenders, a security interest in said
Personal Property and fixtures and other property, whether the same is now
existing or hereafter acquired, together with replacements, replacement parts,
additions, repairs and accessories incorporated therein or affixed thereto and,
if sold or otherwise disposed of, the proceeds (including insurance proceeds)
thereof. Borrower agrees to execute and deliver to the Agent UCC financing
statements covering said Personal Property and fixtures and other property from
time to time and in such form as the Agent may require to perfect or maintain
the priority of the Agent's security interest (for the benefit of the Lenders)
with respect to said Personal Property and fixtures and other property, and
Borrower shall bear all costs thereof, including all UCC searches reasonably
required by the Agent. Borrower shall not create or suffer to be created any
other security interest in said Personal Property and fixtures and other
property, including replacements thereof and additions thereto. Upon the
occurrence of any Default, the Agent and the Lenders shall have the remedies of
a secured party under the UCC and, at the Agent's option, may also invoke the
remedies provided in Section 19 hereof with respect to such property.

         19. DEFAULT. The term "Default" shall have the same meaning as set
forth in the Agreement, which meaning is incorporated by this reference herein.

         Upon the occurrence of any such Default, at the option of the Agent,
without notice or demand, the same being hereby expressly waived, subject to the
terms of the Agreement, the entire amount of all of the Loans shall become
immediately due and payable, and, in addition to any other right or remedy which
the Agent may now or hereafter have at law, in equity, or under the Loan
Documents, the Agent shall have the right and power: (a) to foreclose upon this
Mortgage and the lien hereof; (b) to sell, or cause to be sold, the Mortgaged
Property according to law; and (c) to enter upon and take possession of the
Mortgaged Property and/or have a receiver appointed therefor as set forth in
Section 17 hereof.

         20. NO WAIVER. The failure of the Agent or the Lenders to exercise any
option to declare the maturity of the principal debt or any other sums hereby
secured under any provision of any of the Loan Documents, or to forbear from
exercising any right or remedy available to the Agent and the Lenders under any
provision of any of the other Loan Documents, shall not be taken or deemed a
waiver of the right to exercise such option, right or remedy, or declare such
maturity as to any such past, continuing or subsequent violation of any of the
covenants and agreements of the Loan Documents. Acceptance by the Agent on
behalf of the Lenders, of partial payments shall not constitute a waiver of any
Default. From time to time, the Agent may, at the Agent's option, without giving
notice to or obtaining the consent of Borrower, Borrower's successors or assigns
or any junior lienholder, without liability on the Agent's and the Lenders' part
and notwithstanding Borrower's breach of any covenant or agreement of Borrower
in this Mortgage, extend the time for payment of the Loans, or any part thereof,
reduce the payments thereon, release anyone liable thereon, accept a renewal
note or notes for any or all of the Notes, modify the terms and time of payment
thereof, release from the lien of this Mortgage any part of the Mortgaged
Property, take or release other or additional security, reconvey any part of the
Mortgaged Property, consent to any map or plan of the Mortgaged Property,
consent to the granting of any easement, join in any extension or subordination
agreement, or agree in writing with Borrower to modify the rate of interest or
period of amortization of the Notes or to change



                                      108
<PAGE>

the amount of the monthly installments payable thereunder. Any actions taken by
the Agent on behalf of or with the Lenders pursuant to the terms of this Section
shall not affect the obligation of Borrower or Borrower's successors or assigns
to pay the sums secured by this Mortgage and to observe the covenants of
Borrower contained herein and shall not affect the lien or priority of lien of
this Mortgage on the Mortgaged Property. At the Agent's option, Borrower shall
pay to the Agent a reasonable service charge, together with such title insurance
premiums and attorney's fees as may be incurred for any such action if taken at
Borrower's request.

         21. PARCELS; WAIVER OF MARSHALLING. In the event of foreclosure of this
Mortgage, the Mortgaged Property may be sold in one or more parcels or as an
entirety as the Agent may elect.

         Notwithstanding the existence of any other security interests in the
Mortgaged Property held by the Agent for the benefit of the Lenders or by any
other party, the Agent shall have the right to determine the order in which any
or all of the Mortgaged Property shall be subjected to the remedies provided
herein. The Agent shall have the right to determine the order in which any or
all portions of the Loans are satisfied from the proceeds realized upon the
exercise of the remedies provided herein. Borrower, any party who becomes liable
for Borrower's obligations and covenants under this Mortgage, and any party who
now or hereafter acquires a security interest in the Mortgaged Property, or any
portion thereof, hereby waives any and all right to require the marshalling of
assets in connection with the exercise of any of the remedies permitted by
applicable law or provided herein.

         22. COSTS OF COLLECTION. Borrower hereby agrees to pay to the Agent all
reasonable costs of foreclosing this Mortgage, and all reasonable costs of
enforcing, collecting and securing, and of attempting to enforce, collect and
secure, the Notes, including, without limitation, reasonable attorneys' fees,
appraisers' fees, court costs, notice charges and title insurance charges,
whether such attempt be made by suit, in bankruptcy, or otherwise, and such
costs and any other sums due the Agent and the Lenders under the Loan Documents
may be included in any judgment or decree rendered.

         23. HAZARDOUS SUBSTANCES.

                  (a) Borrower hereby covenants and agrees with the Agent and
the Lenders that the following terms shall have the following meanings:

                           (i)         "Environmental  Laws" means all federal,
state and local laws, statutes, ordinances and codes relating to the use,
storage, treatment, generation, transportation, processing, handling, production
or disposal of any Hazardous Substance and the rules, regulations, policies,
guidelines, interpretations, decisions, orders and directives with respect
thereto.

                           (ii)        "Hazardous  Substance" means, without
limitation, any flammable explosives, radioactive materials, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum
based products, methane, hazardous materials, hazardous wastes, hazardous or
toxic substances or related materials, as defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended



                                      109
<PAGE>

(42 U.S.C. Sections 9601, ET SEQ.), the Hazardous Materials Transportation Act,
as amended (49 U.S.C. Sections 1801, ET SEQ.), the Resource Conservation and
Recovery Act, as amended (42 U.S.C. Sections 6901, ET SEQ.), the Toxic
Substances Control Act, as amended (15 U.S.C. Sections 2601, ET SEQ.), or any
other applicable Environmental Law.

                           (iii)       "Indemnitee"  means  the  Agent,  the
Lenders, their participants in the Loans and all subsequent holders of this
Mortgage, their respective successors and assigns, their respective officers,
directors, employees, agents, representatives, contractors and subcontractors
and any subsequent owner of the Project Site and Improvements who acquires title
thereto from or through the Agent and/or the Lenders or their participants.

                           (iv)        "Release"  has the same meaning as given
to that term in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended (42 U.S.C. Sections 9601, ET SEQ.), and the
regulations promulgated thereunder.

                  (b) Borrower represents and warrants to the Agent and the
Lenders that, to its knowledge: (i) the Project Site and Improvements are not
being and have not been used for the storage, treatment, generation,
transportation, processing, handling, production or disposal of any Hazardous
Substance in violation of any Environmental Laws; (ii) the Project Site and
Improvements do not contain any Hazardous Substances in violation of any
Environmental Laws; (iii) there has been no Release of any Hazardous Substance
on, at or from the Project Site and Improvements and Borrower has not received
any form of notice or inquiry with regard to such a Release or threat of such a
Release; (iv) no event has occurred with respect to the Project Site and
Improvements which, with the passage of time or the giving of notice, or both,
would constitute a violation of any applicable Environmental Law; (v) there are
no agreements or orders or directives of any federal, state or local
governmental agency or authority relating to the Project Site and Improvements
which require any work, repair, construction, containment, clean up,
investigations, studies, removal or other remedial action with respect to the
Project Site and Improvements; and (vi) there are no actions, suits, claims or
proceedings, pending or threatened, which seek any remedy that arise out of the
condition, ownership, use, operation, sale, transfer or conveyance of the
Project Site and Improvements and (1) a violation or alleged violation of any
applicable Environmental Law, (2) the presence of any Hazardous Substance or a
Release of any Hazardous Substance or the threat of such a Release, or (3) human
exposure to any Hazardous Substance.

                  (c) Borrower covenants and agrees with the Agent and the
Lenders as follows:

                           (i)         Borrower  shall keep, and shall cause
all operators, tenants, subtenants, licensees and occupants of the Project Site
and Improvements to keep the Project Site and Improvements free of all Hazardous
Substances, except for Hazardous Substances stored, treated, generated,
transported, processed, handled, produced or disposed of in the normal operation
of the Project Site and Improvements in accordance with all Environmental Laws.

                           (ii)        Borrower shall comply with, and shall
cause all operators, tenants, subtenants, licensee and occupants of the Project
Site and Improvements to comply with all Environmental Laws.



                                      110
<PAGE>

                           (iii)       Borrower  shall  promptly  provide  the
Agent with a copy of all notifications which it gives or receives with respect
to any past or present Release of any Hazardous Substance or the threat of such
a Release on, at or from the Project Site and Improvements or any property
adjacent to or within the immediate vicinity of the Project Site and
Improvements.

                           (iv)        Borrower shall undertake and complete
all investigations, studies, sampling and testing for Hazardous Substances
required by the Agent and, in accordance with all Environmental Laws, all
removal and other remedial actions necessary to contain, remove and clean up all
Hazardous Substances that are determined to be present at the Project Site and
Improvements in violation of any Environmental Laws.

                           (v)         The Agent and the Lenders shall have
the right, but not the obligation, to cure any violation by Borrower of the
Environmental Laws and the Agent's and the Lenders' cost and expense to so cure
shall be secured by this Mortgage.

                  (d) Borrower covenants and agrees, at its sole cost and
expense, to indemnify, defend and save harmless Indemnitee from and against any
and all damages, losses, liabilities, obligations, penalties, claims,
litigation, demands, defenses, judgments, suits, actions, proceedings, costs,
disbursements and/or expenses (including, without limitation, reasonable
attorneys' and experts' fees and expenses) of any kind or nature whatsoever
which may at any time be imposed upon, incurred by or asserted or awarded
against Indemnitee arising out of the condition, ownership, use, operation,
sale, transfer or conveyance of the Project Site and Improvements and (i) the
storage, treatment generation, transportation, processing, handling, production
or disposal of any Hazardous Substance, (ii) the presence of any Hazardous
Substance or a Release of any Hazardous Substance or the threat of such a
Release, (iii) human exposure to any Hazardous Substance (iv) a violation of any
Environmental Law, or (v) a material misrepresentation or inaccuracy in any
representation or warranty or material breach of or failure to perform any
covenant made by Borrower herein (collectively, the "Indemnified Matters"),
unless any such damages, losses, liabilities, obligations, penalties, claims,
litigation, demands, defenses, judgments, suits, actions, proceedings, costs,
disbursements and/or expenses (x) are due to the gross negligence or willful
misconduct of the Lenders, or (y) arise solely from factors not existing during
the period Borrower owned the Mortgaged Property.

         The liability of Borrower to Indemnitee hereunder shall in no way be
limited, abridged, impaired or otherwise affected by (i) the repayment of all
sums and the satisfaction of all obligations of Borrower under the Notes, this
Mortgage or other Loan Documents, (ii) the foreclosure of this Mortgage or the
acceptance of a deed in lieu thereof, (iii) any amendment or modification of the
Loan Documents by or for the benefit of Borrower or any subsequent owner of the
Project Site and Improvements, (iv) any extensions of time for payment or
performance required by any of the Loan Documents, (v) the release or discharge
of this Mortgage or of Borrower or any other person from the performance or
observance of any of the agreements, covenants, terms or conditions contained in
any of the Loan Documents whether by the Agent and/or the Lenders, by operation
of law or otherwise, (vi) the invalidity or unenforceability of any of the terms
or provisions of the Loan Documents, (vii) any exculpatory provision contained
in



                                      111
<PAGE>

any of the Loan Documents limiting the Agent's and/or the Lenders' recourse to
property encumbered by this Mortgage or to any other security or limiting the
Agent's right, on behalf of the Lenders, to a deficiency judgment against
Borrower, (viii) any applicable statute of limitations, (ix) the sale or
assignment of the Notes or this Mortgage, (x) the sale, transfer or conveyance
of all or part of the Project Site and Improvements, (xi) the dissolution or
liquidation of Borrower, (xii) the release or discharge, in whole or in part, of
Borrower in any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or similar proceeding, or (xiii) any
other circumstances which might otherwise constitute a legal or equitable
release or discharge, in whole or in part, of Borrower under the Notes or this
Mortgage.

         The foregoing indemnity shall be in addition to any and all other
obligations and liabilities Borrower may have to the Agent and the Lenders at
common law.

         24. SUBORDINATE MORTGAGES. Borrower shall not after the date hereof
grant or permit to be created any lien, security interest or other encumbrance,
other than Permitted Encumbrances, covering any of the Mortgaged Property.

         25. [MODIFY IF MORTGAGED PROPERTY IN STATE OTHER THAN OHIO] PRIORITY OF
MORTGAGE LIEN. The Agent and the Lenders, at their option, are authorized and
empowered to do all things provided to be done by a mortgagee under Section
1311.14 of the Ohio Revised Code, and any present or future amendments or
supplements thereto, for the protection of the Agent's and the Lenders'
interests in the Mortgaged Property.

         26. GENERAL WAIVER BY BORROWER. Borrower hereby waives and releases, to
the extent permitted by law:

                  (a) all  errors,  defects  and  imperfections  in any
proceeding instituted by the Lenders or the Agent hereunder or under the Loan
Documents.

                  (b) all benefit that might accrue to Borrower by virtue of any
present or future law exempting the Mortgaged Property, or any part of the
proceeds arising from any sale thereof, from attachment, levy or sale on
execution, or providing for any stay of execution, exemption from civil process
or extension of time for payment; and

                  (c) any appraisement, valuation, stay, extension or redemption
or usury law now or hereafter in force and all rights of marshalling of assets
in the event of any sale of the Mortgage Property or any part thereof or
interest therein, it being understood and agreed that any court having
jurisdiction to foreclose the lien hereof may sell the Mortgaged Property in
part or as an entirety.

         27. NOTICE. Any notice required or permitted to be given hereunder
shall be given in writing in accordance with the terms of the Agreement.

         28. MISCELLANEOUS. The covenants herein contained shall bind, and the
benefits and advantages shall inure to, the respective successors and assigns of
the parties hereto. Whenever used, the singular number shall include the plural,
the plural the singular, and the use of any



                                      112
<PAGE>

gender shall include all genders. If any provision of this Mortgage is illegal,
or hereafter rendered illegal, or is for any other reason void, voidable or
otherwise unenforceable, or hereafter rendered void, voidable or otherwise
unenforceable, the remainder of this Mortgage shall not be affected thereby, but
shall be construed as if it does not contain such provision. Each right and
remedy provided in this Mortgage is distinct and cumulative to all other rights
or remedies under this Mortgage or afforded by law or equity, and may be
exercised concurrently, independently or successively, in any order whatsoever.
This Mortgage shall be governed by and construed under the laws of the State of
Ohio [AND, AS APPLICABLE, THE LAWS OF THE STATE OF _________, BEING THE STATE IN
WHICH THE PROJECT SITE IS LOCATED.]

         PROVIDED, HOWEVER, that these presents are upon the condition that if
Borrower shall fully and promptly pay when due the Loans and shall completely,
faithfully and punctually perform all of the obligations under the terms and
conditions of the Loan Documents in connection with the Loans, then this
Mortgage shall be void and, at the Mortgagor's expense, Mortgagee shall release
this lien by a recordable instrument; otherwise it shall remain in full force
and effect in law and equity forever.

         IN WITNESS WHEREOF, Borrower has caused this Mortgage to be executed as
of the _________ day of ________________, 2002.

[Signed and acknowledged               Borrower:
in the presence of:
                                       ----------------------------------------

                                       By
-----------------------------------      --------------------------------------
Witness
       ----------------------------
                (printed)              Name:
                                            -----------------------------------
By:
   --------------------------------
Witness                           ]    Title:
        ---------------------------           ---------------------------------
              (printed)



STATE OF OHIO

COUNTY OF  ______________, SS:

         The foregoing instrument was acknowledged before me this ____________
day of ____________________, 2002, by _______________________, the
_______________ of __________________________, a ____________, on behalf of
___________.



                                               ---------------------------------
                                               Notary Public

                                               Commission
                                               Expiration:_________________



                                      113
<PAGE>

This instrument prepared by:

John D. Robinett, Esq.
Schottenstein, Zox & Dunn Co., L.P.A.
41 South High Street, Suite 2600
Columbus, Ohio 43215




                                      114
<PAGE>



                                    EXHIBIT A

                                LEGAL DESCRIPTION









                                      115
<PAGE>


                                   SCHEDULE I

                                  SUBSIDIARIES


Aquatech Environmental, Inc.,
MPW Industrial Services, Inc.
MPW Management Services Corp.
MPW Industrial Water Services, Inc.
MPW Container Management Corp.
MPW Container Management Corp. of Michigan
MPW Industrial Services of Indiana, LLC
MPW Industrial Cleaning Corp.




                                      116
<PAGE>


                                   SCHEDULE 1

                       SUBSIDIARIES AND OTHER INVESTMENTS
                           (SEE SECTIONS 5.8 AND 6.14)

SUBSIDIARIES

<TABLE>
<CAPTION>
    Investment     Jurisdiction of               Owned               Amount of       Percent
        In         Organization                  By                  Investment      Ownership
-------------------------------------------------------------------------------------------------
<S>               <C>                     <C>                     <C>            <C>
MPW Industrial       Ohio                   MPW Industrial                              100%
Services, Inc.                              Services Group, Inc.

MPW Industrial     New Brunswick,           MPW Management                              100%
Services, Ltd.      Canada                  Services Corp.

MPW Industrial       Ohio                   MPW Management                              100%
Water Services, Inc.                        Services Corp.

MPW Management       Ohio                   MPW Industrial                              100%
Services Corp.                              Services, Inc.

MPW Container        Ohio                   MPW Management                              100%
Management Corp.                            Services Corp.

MPW Container
Management Corp.   Michigan                 MPW Management                              100%
of Michigan                                 Services Corp.

Aquatech           Michigan                 MPW Industrial Services                     100%
Environmental, Inc.                         Group, Inc.

MPW Industrial    Ohio                      MPW Industrial Services                     100%
Cleaning Corp.                              Group, Inc.

MPW Industrial    Indiana                   MPW Industrial Cleaning Corp.                 1%
Services of Indiana,                        MPW Industrial Services, Inc.                99%
LLC

OTHER INVESTMENTS

Pentagon          Ohio                      MPW Management Services Corp.               22.3%
Technologies
Group, Inc.

Mabco Steam Company, LLC                    MPW Industrial Cleaning Corp.            $300,000
</TABLE>




                                      117
<PAGE>



                                   SCHEDULE 2

                             INDEBTEDNESS AND LIENS
                       (SEE SECTIONS 5.14, 6.11 AND 6.15)


<TABLE>
<CAPTION>
                                                                         Property                  Maturity
            Indebtedness                     Indebtedness               Encumbered          and Current Amount of
            Incurred By                         Owed To                  (If Any)                Indebtedness
------------------------------------- ---------------------------- --------------------- -----------------------------
<S>                                  <C>                               <C>             <C>
MPW Industrial Services Group, Inc.   William E. Hughes, Jr.               None                    $141,484.00
                                                                                               Maturing 8/1/04

MPW Industrial Services Group, Inc.
                                      Jerry Broyles                        None                     $13,674.40
                                      C. William Culwell                   None                     $16,319.00
                                      William J. Eaves                     None                     $24,092.00
                                      Dan Jones                            None                     $14,296.00
                                      Kelly Six                            None                      $1,406.00
                                      Barry Thiel                          None                     $42,140.00
                                                                                              Maturing 10/31/02

MPW Industrial Services, Inc.         GMAC                               Vehicles                   $54,141.32
                                                                          (PMSI)                 Maturing 1/05

                                      GMAC                               Vehicles                   $21,426.84
                                                                          (PMSI)                 Maturing 6/05
</TABLE>


                                      118