CREDIT AGREEMENT

                         Dated as of June 6, 2000

                                   among

                        ENNIS BUSINESS FORMS, INC.

                               as Borrower,


                           BANK ONE, TEXAS, N.A.

                         as Administrative Agent,

                      U.S. BANK NATIONAL ASSOCIATION

                          as Syndications Agent,

                      CERTAIN FINANCIAL INSTITUTIONS

                                as Lenders,

                                    and

                      BANC ONE CAPITAL MARKETS, INC.

                   as Lead Arranger and Sole Book Runner




                             TABLE OF CONTENTS



ARTICLE I 1
     DEFINITIONS    1

ARTICLE II     12
     THE CREDITS    12
               2.1  Commitments    12
               2.2  Required Payments; Termination.    12
               2.3  Ratable Loans.      13
               2.4  Types of Advances.       13
               2.5  Commitment Fee; Reductions in Aggregate Commitment.
               13
               2.6  Minimum Amount of Each Advance.    13
               2.7  Optional Principal Payments.       13
               2.8  Method of Selecting Types and Interest Periods for New
               Advances.      13
               2.9  Conversion and Continuation of Outstanding Advances.
               14
               2.10 Changes in Interest Rate, etc.     14
               2.11 Rates Applicable After Default.    15
               2.12 Method of Payment.       15
               2.13 Evidence of Indebtedness.     15
               2.14 Telephonic Notices.      16
               2.15 Interest Payment Dates; Interest and Fee Basis.   16
               2.16 Notification of Advances, Interest Rates, Prepayments
               and Commitment Reductions.    16
               2.17 Lending Installations.   16
               2.18 Non-Receipt of Funds by the Agent.      17
               2.19 Facility LCs.  17
               2.20 Extension of Facility Termination Date.      20
               2.21 Replacement of Lender.   21

ARTICLE III    21
     YIELD PROTECTION; TAXES  21
               3.1  Yield Protection.   21
               3.2  Changes in Capital Adequacy Regulations.     22
               3.3  Availability of Types of Advances.      22
               3.4  Funding Indemnification.      22
               3.5  Taxes.    23
               3.6  Lender Statements; Survival of Indemnity.    24

ARTICLE IV     25
     CONDITIONS PRECEDENT     25
               4.1  Initial Credit Extension.     25
               4.2  Each Credit Extension.   25

ARTICLE V 26
     REPRESENTATIONS AND WARRANTIES     26
               5.1  Existence and Standing.       26
               5.2  Authorization and Validity.   26
               5.3  No Conflict; Government Consent.   26
               5.4  Financial Statements.    27
               5.5  Material Adverse Change.      27
               5.6  Taxes.    27
               5.7  Litigation and Contingent Obligations.       27
               5.8  Subsidiaries.       27
               5.9  ERISA.    27
               5.10 Accuracy of Information.      27
               5.11 Regulation U.       28
               5.12 Material Agreements.     28
               5.13 Compliance With Laws.    28
               5.14 Ownership of Properties.      28
               5.15 Plan Assets; Prohibited Transactions.   28
               5.16 Environmental Matters.   28
               5.17 Investment Company Act.  28
               5.18 Public Utility Holding Company Act.     28
               5.19 Omitted.  29
               5.20 Insurance.     29
               5.21 Solvency.      29

ARTICLE VI     29
     COVENANTS 29
               6.1  Financial Reporting.     29
               6.2  Use of Proceeds.    30
               6.3  Notice of Default.       31
               6.4  Conduct of Business.     31
               6.5  Taxes.    31
               6.6  Insurance.     31
               6.7  Compliance with Laws.    31
               6.8  Maintenance of Properties.    31
               6.9  Inspection.    31
               6.10 Dividends.     31
               6.11 Indebtedness.       32
               6.12 Merger.   32
               6.13 Sale of Assets.     32
               6.14 Investments and Acquisitions.      32
               6.15 Liens.    33
               6.16 Capital Expenditures.    33
               6.17 Omitted.  33
               6.18 Affiliates.    34
               6.19 Subordinated Indebtedness.    34
               6.20 Omitted   34
               6.21 Sale of Accounts.   34
               6.22 Sale and Leaseback Transactions and other Off-Balance
               Sheet Liabilities.       34
               6.23 Contingent Obligations.       34
               6.24 Letters of Credit.       34
               6.25 Financial Covenants.     34

ARTICLE VII    35
     DEFAULTS  35

ARTICLE VIII   37
     ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES    37

               8.1  Acceleration; Facility LC Collateral Account.
               37
               8.2  Amendments.    38
               8.3  Preservation of Rights.       39

ARTICLE IX     39
     GENERAL PROVISIONS  39
               9.1  Survival of Representations.       39
               9.2  Governmental Regulation.      39
               9.3  Headings.      39
               9.4  Entire Agreement.   39
               9.5  Several Obligations; Benefits of this Agreement.
               40
               9.6  Expenses; Indemnification.    40
               9.7  Usury Savings Clause     41
               9.8  Accounting.    41
               9.9  Severability of Provisions.   41
               9.10 Nonliability of Lenders.      41
               9.11 Confidentiality.    42
               9.12 Nonreliance.   42
               9.13 Disclosure.    42

ARTICLE X 42
     THE AGENT 42
               10.1 Appointment; Nature of Relationship.    42
               10.2 Powers.   43
               10.3 General Immunity.   43
               10.4 No Responsibility for Loans, Recitals, etc.  43
               10.5 Action on Instructions of Lenders.      43
               10.6 Employment of Agents and Counsel.       43
               10.7 Reliance on Documents; Counsel.    44
               10.8 Agent's Reimbursement and Indemnification.   44
               10.9 Notice of Default.       44
               10.10     Rights as a Lender.      44
               10.11     Lender Credit Decision.       44
               10.12     Successor Agent.    45
               10.13     Omitted.  45
               10.14     Delegation to Affiliates.     45
               10.15     Co-Agents and Arranger.       45

ARTICLE XI     46
     SETOFF; RATABLE PAYMENTS 46
               11.1 Setoff.   46
               11.2 Ratable Payments.   46

ARTICLE XII    46
     BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 46
               12.1 Successors and Assigns.       46
               12.2 Participations.     46
               12.3 Assignments.   47
               12.4 Dissemination of Information.      48
               12.5 Tax Treatment.      48

ARTICLE XIII   48
     NOTICES   48
               13.1 Notices.       48
               13.2 Change of Address.       49

ARTICLE XIV    49
     COUNTERPARTS   49

ARTICLE   49
     CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL     49
               15.1 CHOICE OF LAW.      49
               15.2 CONSENT TO JURISDICTION.      49
               15.3 WAIVER OF JURY TRIAL.    49


                          Schedules and Exhibits

     Pricing Schedule
     Commitment Schedule
     Exhibit A - Form of Opinion
     Exhibit B - Form of Compliance Certificate
     Exhibit C - Form of Assignment Agreement
     Exhibit D - Form of Transfer Instructions
     Exhibit E-1 - Form of Term Note
     Exhibit E-2 - Form of Revolving Note
     Schedule 1 - Subsidiaries and Other Investments
     Schedule 2 - Indebtedness and Liens

                             CREDIT AGREEMENT

     This Credit Agreement, dated as of the 6th day of  June, 2000, is
among ENNIS BUSINESS FORMS, INC., a Texas corporation, the LENDERS, BANK
ONE, TEXAS, N.A., as LC Issuer and Agent, and U.S. BANK NATIONAL
ASSOCIATION, as syndications 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
the 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 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 under the Revolving Credit Facility (as reduced from time to
time pursuant to the terms hereof, including, without limitation,
Section 2.1.1. and Section 2.5.) and the Term Loan.

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

     "Agreement" means this Credit Agreement, as it may be amended 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.

     "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Corporate Base 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 unused portion of the
Revolving Credit Facility 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.

     "Arranger" means Banc One Capital Markets, Inc., an Illinois
corporation, and its successors, in its capacity as Lead Arranger and Sole
Book Runner.

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

     "Authorized Officer" means either of the Chief Executive Officer or
the Chief Financial Officer of the Borrower, or any other person designated
in writing by either of the foregoing persons, acting singly.

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

     "Bank One" means Bank One, Texas, N.A., in its individual capacity,
and its successors.

     "Borrower" means Ennis Business Forms, Inc., a  Texas corporation, and
its 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 Dallas, Texas; Minneapolis,
Minnesota; and New York, New York 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
Dallas for the conduct of substantially all of their commercial lending
activities and interbank wire transfers can be made on the Fedwire system.

     "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 Borrower and its Subsidiaries prepared in accordance with Agreement
Accounting Principles excluding (i) expenditures of insurance proceeds to
rebuild or replace any asset after a casualty loss and (ii) leasehold
improvement expenditures for which the Borrower or a Subsidiary is
reimbursed promptly by the lessor.
     "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.

     "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 in Control" means the acquisition by any Person, or two or
more Persons acting in concert, of beneficial ownership (within the meaning
of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934) of 35% or more of the outstanding shares
of voting stock of the Borrower.

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

     "Collateral Shortfall Amount" is defined in Section 8.1.

     "Commitment" means, for each Lender, the obligation of such Lender to
make Loans to, and participate in Facility LCs issued upon the application
of, the Borrower (for its benefit or for the benefit of any Subsidiary) in
an aggregate amount not exceeding such Lender's Commitment Percentage of
the Aggregate Commitment.

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

     "Commitment Percentage" means, for each Lender, the percentage of the
Aggregate Commitment such Lender has committed to make available to the
Borrower as set forth in the Commitment Schedule, or as set forth in any
Notice of Assignment relating to any assignment that has become effective
pursuant to Section 12.3.2, as such amount may be modified from time to
time pursuant to the terms hereof.

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

     "Consolidated EBITDA" means Consolidated Net Income plus, to the
extent deducted from revenues in determining Consolidated Net Income, (i)
Consolidated Interest Expense, (ii) expense for taxes paid or accrued,
(iii) depreciation, (iv) amortization and (v) extraordinary losses incurred
other than in the ordinary course of business, minus, to the extent
included in Consolidated Net Income, extraordinary gains realized other
than in the ordinary course of business, all calculated for the Borrower
and its Subsidiaries on a consolidated basis.

     "Consolidated Funded Indebtedness" means at any time the aggregate
dollar amount of 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.

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

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

     "Consolidated Net Worth" means at any time the consolidated
stockholders' equity of the Borrower and its Subsidiaries calculated on a
consolidated basis as of such time.

     "Consolidated Tangible Net Worth" of a Person means its Consolidated
Net Worth, less the aggregate book value of Intangible Assets shown on a
balance sheet of such Person, prepared in accordance with GAAP.

     "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.

     "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
Borrower or any of its Subsidiaries, are treated as a single employer under
Section 414 of the Code.

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

     "Corporate Base Rate" means a rate per annum equal to the corporate
base rate or prime rate of interest announced by Bank One or by its parent,
BANK ONE CORPORATION, from time to time, changing when and as said
corporate base rate or prime rate changes.

     "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.

     "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 pollutants, contaminants, hazardous substances or wastes into
surface water, ground water or land, or (iv) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, 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
Interest Settlement Rate for deposits in U.S. dollars appearing on  Reuters
Screen  FRBD 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, (i) if Reuters Screen FRBD is not available
to  the  Agent for any reason, the applicable Eurodollar Base Rate for  the
relevant  Interest Period shall instead be the applicable British  Bankers'
Association  Interest  Settlement Rate for  deposits  in  U.S.  dollars  as
reported by any other 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,
and  (ii) if no such British Bankers' Association Interest Settlement  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.

      "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 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, the value of its assets or property and franchise taxes imposed  on
it,  by  (i)  the jurisdiction under the laws of which such Lender  or  the
Agent  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.

     "Extension Request" is defined in Section 2.20.

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

     "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 30, 2003, or any earlier  date
on  which  the  Aggregate  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.  (Dallas,  Texas  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.

     "Financial Contract" of a Person means (i) any exchange-traded or over-
the-counter  futures, forward, swap or option contract or  other  financial
instrument  with  similar  characteristics, or  (ii)  any  Rate  Management
Transaction.

      "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.

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

      "Guarantor" means each Subsidiary of Borrower identified as  such  on
Schedule 1 and each new Subsidiary of Borrower from time to time, and their
successors and assigns.

      "Guaranty"  means  that certain Subsidiary Guaranty  dated  the  date
hereof,  executed by each Guarantor  in favor of the Agent, for the ratable
benefit of the Lenders, as it may be supplemented, amended or modified  and
in effect from time to time.

      "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, (ix) Net Mark-to-Market Exposure of Rate Management Transactions
and other Financial Contracts, (x) Off-Balance Sheet Liabilities, (xi) Rate
Management  Transactions, (xii) Sale and Leaseback Transactions and  (xiii)
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" of any Person means those assets of  such  Person
which  are  (a) deferred assets, other than prepaid insurance  and  prepaid
taxes,   (b)   patents,  copyrights,  trademarks,  tradenames,  franchises,
goodwill,  experimental expenses and other similar assets  which  would  be
classified as intangible assets on a balance sheet of such Person, prepared
in accordance with GAAP, and (c) unamortized debt discount and expenses.
      "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 Borrower 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.

      "Leverage Ratio" means, as of any date of calculation, the  ratio  of
(i) Borrower's Consolidated Funded Indebtedness outstanding on such date to
(ii)  Consolidated EBITDA for the Borrower's 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  loan  made
pursuant to Article II (or any conversion or continuation thereof).

      "Loan  Documents" means this Agreement, the Facility LC Applications,
any  Term  Notes  or Revolving Notes issued pursuant to Section  2.13,  the
Guaranty  and  any  other  agreement or instrument executed  in  connection
herewith or therewith.

      "Material Adverse Effect" means a material adverse effect on (i)  the
business,   Property,  condition  (financial  or  otherwise),  results   of
operations, or prospects of the Borrower and its Subsidiaries  taken  as  a
whole,  (ii)  the ability of the 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" is defined in Section 7.5.

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

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

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

      "Net  Mark-to-Market Exposure" of a Person means, as of any  date  of
determination,  the  excess  (if any) of all  unrealized  losses  over  all
unrealized   profits   of  such  Person  arising   from   Rate   Management
Transactions.  "Unrealized losses" means the fair market value of the  cost
to such Person of replacing such Rate Management Transaction as of the date
of  determination  (assuming the Rate Management  Transaction  were  to  be
terminated as of that date), and "unrealized profits" means the fair market
value  of  the  gain  to  such  Person of replacing  such  Rate  Management
Transaction as of the date of determination (assuming such Rate  Management
Transaction were to be terminated as of that date).

     "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-1 or E-2, as applicable.

     "Notice of Assignment" is defined in Section 12.3.2.

      "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 Borrower 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 Borrower and its 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) the aggregate principal amount of its Loans outstanding at such
time, plus (ii) an amount equal to its Pro Rata Share of the LC Obligations
at  such  time; provided that Outstanding Credit Exposure shall not include
Indebtedness  of  Borrower  and  its Subsidiaries  to  U.S.  Bank  National
Association described on Schedule 2.

     "Participants" is defined in Section 12.2.1.

     "Payment Date" means the last day of each calendar quarter.

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

      "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 the Borrower or any  member  of  the
Controlled Group may have any liability.

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

      "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.

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

     "Purchasers" is defined in Section 12.3.1.

      "Rate  Management  Transaction" means any transaction  (including  an
agreement  with  respect  thereto) now existing or hereafter  entered  into
between  the Borrower and any Lender or Affiliate thereof 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.

       "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.

      "Recapture Amount" means $2,000,000 per year that Borrower  shall  be
entitled  to  keep  from the net proceeds of sales of assets  or  insurance
proceeds.

      "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 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  Borrower  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  at  least
66.67% of the Aggregate Commitment or, if the Aggregate Commitment has been
terminated,  Lenders  in  the aggregate holding  at  least  66.67%  of  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.

     "Revolving Credit Facility" is defined in Section 2.1.

     "Revolving Note" is defined in Section 2.13.
      "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.

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

      "Single Employer Plan" means a Plan maintained by the Borrower or any
member  of the Controlled Group for employees of the 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 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 expressly provided,
all  references  herein to a "Subsidiary" shall mean a  Subsidiary  of  the
Borrower.

      "Substantial  Portion" means, with respect to  the  Property  of  the
Borrower and its Subsidiaries, Property which (i) represents more than  10%
of the consolidated assets of the Borrower and its Subsidiaries as would be
shown  in  the  consolidated financial statements of the Borrower  and  its
Subsidiaries as at the beginning of the twelve-month period ending with the
month in which such determination is made, or (ii) is responsible for  more
than 10% of the consolidated net sales or of the consolidated net income of
the  Borrower and its Subsidiaries as reflected in the financial statements
referred to in clause (i) above.

      "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.

      "Term Loan" means a term loan by the Lenders in accordance with their
Commitment Percentages, in the aggregate amount of $25,000,000.

     "Term Note" is defined in Section 2.13.

     "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.

      "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.
      "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 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.

                              ARTICLE II

                              THE CREDITS

2.1       Commitments .

     2.1.1          Revolving Credit Facility.  From and including the date
of  this Agreement and prior to the Facility Termination Date, each  Lender
severally  agrees, on the terms and conditions set forth in this Agreement,
to  (i)  make revolving Loans to the Borrower from time to time in  amounts
not  to  exceed in the aggregate at any one time outstanding the amount  of
its  Commitment Percentage of $11,500,000, and (ii) participate in Facility
LCs issued upon the request of Borrower, provided that, after giving effect
to  the making of each such Loan and the issuance of each such Facility LC,
such  Lender's Outstanding Credit Exposure shall not exceed its  Commitment
(the  "Revolving Credit Facility").  Commencing on March 31, 2001,  and  on
the  last  day of each June, September, December and March thereafter,  the
Revolving Credit Facility shall be reduced by $460,000.00.  Subject to  the
terms  of this Agreement, the Borrower may borrow, repay and reborrow under
the Revolving Credit Facility at any time prior to the Facility Termination
Date.  Each Lender's Commitment to lend under the Revolving Credit Facility
shall  expire  on the Facility Termination Date.  Principal  payments  made
after  the Facility Termination Date, may not be reborrowed.  The LC Issuer
will issue Facility LCs hereunder on the terms and conditions set forth  in
Section  2.19.   The  Revolving Credit Facility shall  be  used  solely  to
finance a portion of the acquisition of Northstar Computer Forms, Inc., and
for general working capital and corporate purposes.

     2.1.2           Term Loan. Each Lender severally agrees, on the  terms
and  conditions  set  forth  in  this  Agreement,  to  make  available  its
Commitment Percentage of the Term Loan to the Borrower in a single  advance
on  the  date of closing.  The Term Loan shall be used solely to finance  a
portion  of  the  acquisition of Northstar Computer  Forms,  Inc.  and  for
corporate purposes.

2.2       Required Payments; Termination.

     2.2.1          Term Loan.  Commencing on the last day of September, 2000,
     and continuing on the last day of each December, March, June and September
     thereafter until paid in full, Borrower shall make a principal payment (in
     addition to the interest payments required by Section 2.15) on the Term
     Loan  to  Agent for the account of the Lenders in an amount  equal  to
     $850,000.  The Term Loan  shall be payable in full on June 30, 2003.

     2.2.2          Other Mandatory Principal Payments.  In addition to the
     principal payments provided for above in Section 2.2.1, Borrower shall,
     unless Required Lenders agree otherwise in their sole discretion, make
     payments to Agent for the account of the Lenders in an amount equal to 100%
     of  the net cash proceeds (i.e. gross cash proceeds less ordinary  and
     reasonable closing costs) of  (X) any insurance policy following a casualty
     loss or the sale of any asset (to the extent, in each case, not applied to
     replace the related asset, with the consent of Required Lenders [which
     consent may be given or withheld in their sole discretion]) outside the
     ordinary course of business, including but not limited to the sale  of
     accounts receivable less the Recapture Amount, (Y) the issuance of other
     Indebtedness  (without  implying the  Lenders'  consent  to  any  such
     Indebtedness except as specifically provided herein), and (Z) the issuance
     of any equity securities by Borrower or any Subsidiary of Borrower (whether
     public or private, registered or unregistered).  Any mandatory prepayment
     under this Section 2.2.2 shall be applied first to the Term Loan,  and
     second to the Revolving Credit Facility, in each instance in the inverse
     order of maturity.

     2.2.3          Termination.  The Aggregate Outstanding Credit Exposure and
     all other unpaid Obligations shall be paid in full by the Borrower on the
     Facility Termination Date

2.3        Ratable Loans.   Each Advance hereunder shall consist  of  Loans
made  from  the several Lenders ratably in accordance with their  Pro  Rata
Shares.

2.4        Types of Advances.   The Advances may be Floating Rate  Advances
or  Eurodollar Advances, or a combination thereof, selected by the Borrower
in accordance with Sections 2.8 and 2.9.

2.5         Commitment  Fee;  Reductions  in  Aggregate  Commitment.    The
Borrower  agrees  to  pay  to  the Agent for the  account  of  each  Lender
(according  to  its Pro Rata Share) a Commitment Fee at a  per  annum  rate
equal  to  the Applicable Fee Rate on the average daily Available Aggregate
Commitment  from the date hereof to and including the Facility  Termination
Date,  payable  at the end of each calendar quarter hereafter  and  on  the
Facility  Termination  Date.  The  Borrower  may  permanently  reduce   the
Aggregate  Commitment  in whole, or in part ratably among  the  Lenders  in
integral  multiples of $100,000, upon at least five 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  Commitment
may  not  be reduced below the Aggregate Outstanding Credit Exposure.   All
accrued  Commitment  Fees shall be payable on the  effective  date  of  any
termination  of  the obligations of the Lenders to make  Credit  Extensions
hereunder.

2.6        Minimum  Amount of Each Advance.   Each Eurodollar  Advance  and
each  Floating Rate Advance shall be in the minimum amount of $250,000 (and
in multiples of $100,000 if in excess thereof), provided, however, that any
Floating  Rate  Advance  may be in the amount of  the  Available  Aggregate
Commitment.

2.7       Optional Principal Payments.   The Borrower may from time to time
pay,  without  penalty or premium, all outstanding Floating Rate  Advances,
or,  in a minimum aggregate amount of $100,000 or any integral multiple  of
$100,000  in  excess thereof, any portion of the outstanding Floating  Rate
Advances  upon one Business Days' prior notice to the Agent.  The  Borrower
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 $100,000 or any integral multiple of $100,000 in excess thereof,
any  portion  of  the outstanding Eurodollar Advances upon  three  Business
Days' prior notice to the Agent.

2.8        Method of Selecting Types and Interest Periods for New Advances.
The  Borrower  shall select the Type of Advance and, in the  case  of  each
Eurodollar  Advance, the Interest Period applicable thereto  from  time  to
time.   The  Borrower shall give the Agent irrevocable notice (a "Borrowing
Notice")  not  later  than 10:00 a.m. (Dallas, Texas  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 Type of Advance selected, and

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

     (v)        Not later than noon (Dallas, Texas time) on each Borrowing
     Date, each Lender  shall  make  available  its Loan  or  Loans  in  funds
     immediately available  in Dallas, Texas to the Agent at its address
     specified  pursuant to  Article  XIII.   The  Agent will make the funds
     so  received  from  the Lenders  available  to  the  Borrower at  the
     Agent's  aforesaid  address.  Borrower  shall  be  entitled to no more
     than  five  (5)  Eurodollar  Loans outstanding at any one time.

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 Section  2.7.   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
Section   2.7   or  (y)  the  Borrower  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.  The  Borrower
may  elect from time to time to convert all or any part of a Floating  Rate
Advance  into  a  Eurodollar Advance.  The Borrower 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. (Dallas, Texas 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 and Type of the Advance which is to  be
     converted or continued, and

     (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 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 Borrower's 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.  The Borrower  shall
select Interest Periods so that it is not necessary to repay any portion of
a  Eurodollar  Advance  prior to the last day of  the  applicable  Interest
Period  in order to make a mandatory repayment required pursuant to Section
2.2.

2.11      Rates Applicable After Default.   Notwithstanding anything to the
contrary  contained  in Section 2.8 or 2.9, during  the  continuance  of  a
Default or Unmatured Default the Required Lenders may, at their option,  by
notice  to the Borrower (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 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 Borrower (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  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 (ii) 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, provided that,  during
the  continuance of a Default under Section 7.6 or 7.7, the interest  rates
set forth in clauses (i) and (ii) above shall be applicable to all Advances
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 Borrower, by noon (local time) on the  date
when due and shall be (except in the case of Reimbursement Obligations  for
which  LC  Issuer  has not been fully indemnified by  the  Lenders,  or  as
otherwise  specifically required hereunder) 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 the Borrower maintained with  Bank  One
for  each  payment  of  principal, interest 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 Borrower to the LC Issuer pursuant  to
Section 2.19.6.

2.13       Evidence  of  Indebtedness. (i) Each Lender  shall  maintain  in
accordance  with its usual practice an account or accounts  evidencing  the
indebtedness of the Borrower 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 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 Borrower  to
each  Lender hereunder and (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  Borrower  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
accounts or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Obligations in accordance with their terms.

     (iv)       Each Lender's Loans under the Term Loan shall be  evidenced
by  a  promissory  note  (a "Term Note"), and Borrower  shall  execute  and
deliver  to such Lender a Term Note payable to the order of such Lender  in
the  form attached hereto as Exhibit E-1.  The Loans evidenced by such Term
Note  and  interest  thereon  shall  at  all  times  (including  after  any
assignment  pursuant to Section 12.3) be represented by one  or  more  Term
Notes  payable  to  the order of the payee named therein  or  any  assignee
pursuant to Section 12.3.

     (v)        Each Lender's Loans under the Revolving Credit Facility shall
be evidenced by a promissory note (a "Revolving Note"), and Borrower  shall
execute and deliver to such Lender a Revolving Note payable to the order of
such  Lender  in  the  form  attached hereto as  Exhibit  E-2.   The  Loans
evidenced  by such Revolving Note and interest thereon shall at  all  times
(including after any assignment pursuant to Section 12.3) be represented by
one or more Revolving Notes payable to the order of the payee named therein
or any assignee pursuant to Section 12.3.

2.14       Telephonic Notices.   The Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
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 Borrower, it being understood that the  foregoing
authorization  is  specifically intended to  allow  Borrowing  Notices  and
Conversion/Continuation Notices to be given telephonically.   The  Borrower
agrees  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  hereof
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.

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  Borrower  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  Borrower  or  a
Lender, as the case may be, notifies the Agent prior to the times 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  Borrower,  a
payment of principal, interest or fees to the Agent for the account of  the
Lenders, that it does 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 such Lender or the Borrower, 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 Borrower, 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 standby  and  commercial
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  Borrower  (for its benefit or for the benefit of any  Subsidiary);
provided  that  immediately  after each  such  Facility  LC  is  issued  or
Modified,  the aggregate amount of the outstanding LC Obligations shall not
exceed  $2,000,000,   the aggregate amount of the LC  Obligations  and  the
Advances  under the Revolving Credit Facility shall not exceed  $11,500,000
(as  reduced  as provided in Section 2.1.1 and 2.5), and (3) the  Aggregate
Outstanding Credit Exposure shall not exceed the Aggregate 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 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 Borrower shall
give  the LC Issuer notice prior to 10:00 a.m. (Dallas 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
Borrower  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 Borrower shall pay to the Agent, for the
account of the Lenders ratably in accordance with their respective Pro Rata
Shares,  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 Facility LC, such fee to be payable
in arrears on each Payment Date (an "LC Fee").  The Borrower 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 to be agreed upon between  the  LC
Issuer  and  the  Borrower, and (y) documentary and processing  charges  in
connection  with the issuance or Modification of and draws  under  Facility
LCs  in  accordance with the LC Issuer's standard schedule for such charges
as in effect from time to time.

     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 Borrower 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
Borrower  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 without regard to the occurrence of any Default  or
any  condition precedent whatsoever, to reimburse the LC Issuer  on  demand
for  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 Borrower pursuant to Section 2.19.6 below, plus  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. (Dallas 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  Borrower.    The  Borrower   shall   be
irrevocably and unconditionally obligated 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  the
Borrower nor any Lender shall hereby be precluded from asserting any  claim
for direct (but not consequential) damages suffered by the Borrower or such
Lender  to  the  extent,  but only to the extent, caused  by   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  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 Borrower  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 Borrower 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 Borrower may request an Advance  hereunder  for  the
purpose of satisfying any Reimbursement Obligation.
(4)
     2.19.7          Obligations  Absolute.    The  Borrower's  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 Borrower may have or have had against the LC  Issuer,
any  Lender  or  any  beneficiary of a Facility LC.  The  Borrower  further
agrees  with  the  LC Issuer and the Lenders that the  LC  Issuer  and  the
Lenders  shall  not  be  responsible for, and the Borrower's  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  the  Borrower,  any of its 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
Borrower  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 Borrower agrees 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 Borrower and shall  not  put
the  LC  Issuer or any Lender under any liability to the Borrower.  Nothing
in  this  Section 2.19.7 is intended to limit the right of the Borrower  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 Borrower hereby agrees 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  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
Borrower  may have against any defaulting Lender) or  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 LC Issuer, evidencing the  appointment
of  such  successor Beneficiary; provided that the Borrower  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 Borrower 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 Borrower) 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 Borrower  agrees
that  it  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 cash  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 Borrower but under the sole dominion  and
control  of  the  Agent, for the benefit of the Lenders and  in  which  the
Borrower  shall  have no interest other than as set forth in  Section  8.1.
Borrower  shall  only  be required to deposit funds into  the  Facility  LC
Collateral  Account  as and to the extent required  by  Section  8.1.   The
Borrower hereby pledges, assigns and grants 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 Borrower's 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
Borrower  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.    The  Borrower  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  90  and no less than 30 days prior to the Facility Termination  Date.
Promptly upon receipt of an Extension Request, the Agent shall notify  each
Lender  thereof.  Each Lender approving the Extension Request shall deliver
its  written  consent  no  later  than  15  days  prior  to  such  Facility
Termination Date.  If the consent of each of the Lenders is received by the
Agent, the Facility Termination Date shall be extended by one year and  the
Agent  shall  promptly  notify the Borrower and  each  Lender  of  the  new
Facility Termination Date.

2.21      Replacement of Lender.   If the Borrower is 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 Borrower may
elect  by  written  notice (the "Replacement Election"),  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 Borrower 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  Borrower 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 Borrower 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 prior to  the
Replacement Election, and (B) an amount, if any, equal to the payment which
would  have  been  due to such Lender on the day of such replacement  under
Section 3.4 had the Loans of such Affected Lender been prepaid on such date
rather  than  sold  to  the  replacement  Lender.   If  Borrower  makes   a
Replacement  Election, the obligations of Borrower to the  Affected  Lender
under  Sections 3.1, 3.2 or 3.5 shall be suspended for the period,  not  to
exceed  180 days, after the Replacement Election until such Affected Lender
is  replaced  pursuant  to this Section.  If such Affected  Lender  is  not
replaced  within  said 180 day period, Borrower shall be  liable  for  such
amounts as though no Replacement Election had been made.


                               ARTICLE III

                         YIELD PROTECTION; TAXES

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  as  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 30 days  of  demand  by  such
Lender or the LC Issuer as the case may be, and delivery to the Borrower of
a  certified calculation of the amounts owed hereunder, the Borrower  shall
pay  such Lender 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.

1.1       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 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 Borrower 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  Borrower  for
any  reason other than default by the Lenders, the Borrower 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.
Notwithstanding  any  provision of this Agreement  to  the  contrary,  each
Lender  shall be entitled to fund and maintain its funding of  all  or  any
part of the Advances in any manner it elects; it being understood, however,
that  all  determinations hereunder shall be made as  if  each  Lender  had
actually  funded and maintained each Eurodollar Advance during the Interest
Period  for such Eurodollar Advance through the purchase of deposits having
a  term corresponding to such Interest Period and bearing an interest  rate
equal to the Eurodollar Base Rate for such Interest Period.

3.5       Taxes.     All payments by the Borrower 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 Borrower shall be required by  law
to  deduct any Taxes from or in respect of any sum payable hereunder to any
Lender  or Facility LC Application 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 equal to the sum it would have received  had  no  such
deductions been made, (b) the Borrower shall make such deductions, (c)  the
Borrower  shall pay the full amount deducted to the relevant  authority  in
accordance  with applicable law and (d) the Borrower 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 Borrower hereby agrees 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 Borrower hereby agrees to indemnify the 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 the Agent, the LC Issuer or such Lender 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 the 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 less than ten Business Days after the date of this
Agreement,  (i)  deliver to each of the Borrower and  the  Agent  two  duly
completed  copies of United States Internal Revenue Service  Form  1001  or
4224,  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  each  of  the
Borrower and 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 Borrower 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 Borrower 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 Borrower 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  Borrower 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 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 Borrower 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 Borrower (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 Borrower 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  Borrower (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 Borrower  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 Borrower of such written statement.  The  obligations
of  the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment
of the Obligations and termination of this Agreement.


                             ARTICLE IV

                         CONDITIONS PRECEDENT

4.1       Initial Credit Extension.   The Lenders shall not be required  to
make  the  initial  Credit  Extension  hereunder unless  the  Borrower  has
furnished to the Agent:

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

     (ii)      Copies, certified by the Secretary or Assistant Secretary of the
     Borrower  and each Guarantor, of their by-laws and of their  Board  of
     Directors' resolutions and of resolutions or actions of any other body
     authorizing the execution of the Loan Documents to which the Borrower and
     each Guarantor is a party.

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

     (iv)       A certificate, signed by the chief financial officer of the
     Borrower, stating that on the initial Credit Extension Date no Default or
     Unmatured Default has occurred and is continuing.

     (v)       A written opinion of the Borrower's and Guarantors' counsel,
     addressed to the Lenders in substantially the form of Exhibit A.

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

     (vii)     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.

     (viii)    The insurance certificate described in Section 5.20.

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

     (x)       Such other documents as any Lender 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
     materially 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
     materially true and correct on and as of such earlier date.

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

      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 Borrower 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


     The Borrower represents and warrants to the Lenders that:

5.1       Existence and Standing.   Each of the Borrower and its respective
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.

5.2        Authorization  and Validity.   The Borrower  has  the  corporate
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 the 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  the  Borrower  is  a  party  constitute  legal,  valid  and  binding
obligations of the Borrower enforceable against the 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 the 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) in any material respect,  any
law,  rule, regulation, order, writ, judgment, injunction, decree or  award
binding  on  the Borrower or any of its Subsidiaries or (ii) the 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 material provisions of any indenture, instrument
or agreement to which the 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 result in, or require, the creation  or
imposition  of  any  Lien in, of or on the Property of the  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  Borrower  or any of its Subsidiaries in connection with the  execution
and  delivery  of the Loan Documents, the borrowings under this  Agreement,
the  payment  and  performance by the Borrower of the  Obligations  or  the
legality,  validity, binding effect or enforceability of any  of  the  Loan
Documents.

5.4        Financial  Statements.    The  February  29,  2000  consolidated
financial  statements  of   the  Borrower and its  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  Borrower and its Subsidiaries at  such  date  and  the
consolidated results of their operations for the period then ended.

5.5        Material Adverse Change.  Since March 1, 2000, there has been no
change  in  the  business,  Property, prospects,  condition  (financial  or
otherwise)  or results of operations of  the Borrower and its  Subsidiaries
which could reasonably be expected to have a Material Adverse Effect.

5.6        Taxes.   The 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 the 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 Borrower  and  its
Subsidiaries  in  respect  of any taxes or other governmental  charges  are
adequate.   If  the  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
the  Borrower or any of its Subsidiaries which could reasonably be expected
to  have  a  Material Adverse Effect or 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 Borrower  has
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  of the Borrower other than Inactive Subsidiaries  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 the Borrower or other Subsidiaries.   All  of
the  issued  and  outstanding shares of capital stock  or  other  ownership
interests  of such Subsidiaries have been (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 $1,500,000.  Neither the Borrower nor any other
member  of the Controlled Group has incurred, or is reasonably expected  to
incur,  any  withdrawal  liability  to Multiemployer  Plans  in  excess  of
$1,500,000  in the aggregate.  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 the 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  terminate  any
Plan.

5.10       Accuracy  of  Information.   No information, exhibit  or  report
furnished by the 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  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 Borrower  and
its  Subsidiaries which are subject to any limitation on sale,  pledge,  or
other restriction hereunder.

5.12      Material Agreements.   Neither the Borrower nor any of 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.  Neither the Borrower nor any Subsidiary  is  in
default  in  the  performance, observance or  fulfillment  of  any  of  the
obligations, covenants or conditions contained in any agreement to which it
is  a  party, which default could reasonably be expected to have a Material
Adverse Effect.

5.13       Compliance  With Laws.   The 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, the 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 Borrower's most recent
consolidated  financial statements provided to the Agent as  owned  by  the
Borrower and its Subsidiaries.

5.15      Plan Assets; Prohibited Transactions.   The Borrower is an not an
entity  deemed  to  hold  "plan assets" within the  meaning  of  29  C.F.R.
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), 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,  and "benefit plan investors" (as defined in 29 C.F.R.   2510.3-
101(f))  do  not  own  25%  or more of the value of  any  class  of  equity
interests in the Borrower.

5.16       Environmental Matters.  In the ordinary course of its  business,
the Borrower considers the effect of Environmental Laws on the business  of
the Borrower and its Subsidiaries, in the course of which it identifies and
evaluates potential risks and liabilities accruing to the Borrower  due  to
Environmental Laws.  On the basis of this consideration, the  Borrower  has
concluded that Environmental Laws cannot reasonably be expected to  have  a
Material  Adverse  Effect.  Neither the Borrower  nor  any  Subsidiary  has
received  any notice to the effect that its operations are not in  material
compliance with any of the requirements of applicable Environmental Laws or
are  the  subject of any federal or state investigation evaluating  whether
any  remedial  action is needed to respond to a release  of  any  toxic  or
hazardous waste or substance into the environment, which non-compliance  or
remedial  action  could reasonably be expected to have a  Material  Adverse
Effect.

5.17      Investment Company Act.   Neither 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.   Neither the 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      Omitted.

5.20       Insurance.    The certificate signed by the President  or  Chief
Financial  Officer  of  the Borrower, that attests  to  the  existence  and
adequacy  of,  and summarizes, the property and casualty insurance  program
carried  by  the  Borrower with respect to itself and its Subsidiaries  and
that  has  been furnished by the Borrower to the Agent and the Lenders,  is
materially  complete and accurate.  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  material  similar information, and describes  any  material
reserves, relating to any self-insurance program that is in effect.

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

     (ii)       The  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.   The Borrower will maintain, for itself and
each  Subsidiary,  a system of accounting established and  administered  in
accordance  with  generally  accepted accounting  principles,  and  furnish
directly to each of the Lenders:

     (i)        Within  60  days  after the close of  each  of  its  fiscal
     years, (unless Required Lenders shall agree otherwise, which agreement
     shall not be unreasonably withheld) an unqualified audit report certified
     by independent certified public accountants acceptable to the Lenders,
     prepared  in  accordance  with Agreement Accounting  Principles  on  a
     consolidated and consolidating basis (consolidating statements need not be
     certified by such accountants) for itself and its 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 its fiscal years, for itself and its Subsidiaries,
     (unless Required Lenders shall agree otherwise, which agreement shall not
     be unreasonably withheld) consolidated and consolidating unaudited balance
     sheets  as  at  the  close of each such period  and  consolidated  and
     consolidating 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)     As soon as available, but in any event within 90 days after the
     beginning of each fiscal year of the Borrower, (unless Required Lenders
     shall agree otherwise, which agreement shall not be unreasonably withheld)
     a copy of the plan and forecast (including a projected consolidated and
     consolidating balance sheet, income statement and funds flow statement) of
     the Borrower for such fiscal year.

     (iv)      As soon as available, but in any event within 45 days of the end
     of  each  quarterly  period of Borrower's fiscal  year,  a  compliance
     certificate in substantially the form of Exhibit B signed by an Authorized
     Officer  of  Borrower showing the calculations necessary to  determine
     compliance with this Agreement, and stating that no Default or Unmatured
     Default exists, or if any Default or Unmatured Default exists, stating the
     nature and status thereof.

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

     (vi)      As soon as possible and in any event within 10 days after receipt
     by the Borrower, a copy of (a) any notice or claim to the effect that the
     Borrower or any of its Subsidiaries is or may be liable to any Person as a
     result of the release by the 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 the
     Borrower  or  any  of its Subsidiaries, which, in either  case,  could
     reasonably be expected to have a Material Adverse Effect.

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

     (viii)    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.    The Borrower will,  and  will  cause  each
Subsidiary  to, use the proceeds of the Credit Extensions for the  purposes
set  forth  in Section 2.1.  The 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) or  to  make  any  other
Acquisitions.

6.3        Notice  of  Default.   The 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.   The Borrower will, and will  cause  each
Subsidiary  to, carry on and conduct its business in accordance  with  good
business practices and in substantially the same fields of enterprise as it
is  presently  conducted  and,  subject to  Section  6.12,  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.    The 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 the 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.    The 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 Borrower will  furnish
to any Lender upon request full information as to the insurance carried.

6.7        Compliance with Laws.   The Borrower will, and will  cause  each
Subsidiary  to,  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.   The 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, 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.   The Borrower will, and will cause each  Subsidiary
to,  permit  the Agent and the Lenders, by their respective representatives
and  agents, to inspect, upon reasonable notice and during normal  business
hours, any of the Property, books and financial records of the Borrower and
each  Subsidiary, to examine and make copies, subject to Section  9.11,  of
the  books of accounts and other financial records of the Borrower and each
Subsidiary,  and  to  discuss the affairs, finances  and  accounts  of  the
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.

6.10       Dividends.    The  Borrower will not, nor  will  it  permit  any
Subsidiary  to,  (unless Required Lenders agree otherwise,  in  their  sole
discretion) declare or pay any dividends or make any distributions  on  its
capital  stock (other than dividends payable in its own capital  stock)  or
redeem, repurchase or otherwise acquire or retire any of its capital  stock
at any time outstanding, except that (a) any Subsidiary may declare and pay
dividends  or  make  distributions to the Borrower  or  to  a  Wholly-Owned
Subsidiary of Borrower, and (b) so long as no Default or Unmatured  Default
then  exists,  Borrower may declare and pay dividends or make distributions
to  its shareholders in an amount not to exceed $10,500,000 per fiscal year
of Borrower.
6.11       Indebtedness.   The Borrower will not, nor will  it  permit  any
Subsidiary  to,  (unless Required Lenders agree otherwise,  in  their  sole
discretion) create, incur or suffer to exist any Indebtedness, except:

     (i)       The Loans and the Reimbursement Obligations.

     (ii)      Indebtedness existing on the date hereof and  described  in
     Schedule 2.

     (iii)     Indebtedness arising under Rate Management Transactions related
     to the Loans.

     (iv)      Purchase money Indebtedness not to exceed, at any one time,
     $1,000,000.

6.12       Merger.    The  Borrower  will  not,  nor  will  it  permit  any
Subsidiary  to,  (unless Required Lenders agree otherwise,  in  their  sole
discretion) merge or consolidate with or into any other Person, except that
a Subsidiary may merge into the Borrower or a Subsidiary.

6.13       Sale of Assets.   The Borrower will not, nor will it permit  any
Subsidiary  to,  (unless Required Lenders agree otherwise,  in  their  sole
discretion) 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  that,
     together  with all other Property of the Borrower and its Subsidiaries
     previously  leased, sold or disposed of (other than inventory  in  the
     ordinary  course of business) as permitted by this Section during  the
     twelve-month period ending with the month in which any such lease, sale or
     other disposition occurs, do not constitute a Substantial Portion of the
     Property of the Borrower and its Subsidiaries.  Upon  a sale pursuant to
     this  subsection which results in all of the outstanding  stock  of  a
     Subsidiary being transferred to an unrelated third-party, Borrower shall be
     entitled to obtain the release of such Subsidiary from its obligations
     under the Guaranty.

6.14       Investments and Acquisitions.   The Borrower will not, nor  will
it  permit any Subsidiary to, (unless Required Lenders agree otherwise,  in
their sole discretion) make or suffer to exist any Investments (other  than
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 hereof and described in Schedule 1.

     (iii)     Other than during the existence of a Default, Investments in any
     newly created Subsidiary so long as such Subsidiary becomes a Guarantor by
     signing a joinder to the Guaranty within ten days after it becomes active
     (i.e. not "inactive").  The Borrower may establish or create Subsidiaries
     which are "inactive" (as hereinafter defined) when established or created
     without the necessity of complying with the foregoing requirements so long
     as  such  Subsidiaries remain "inactive"; provided that,  as  soon  as
     practicable after, but in no event later than ten days after, each such
     Subsidiary so established or created ceases to be "inactive", Borrower
     shall cause such Subsidiary to Guaranty the Loans by signing a joinder to
     the Guaranty.  As used herein, an "inactive" Subsidiary shall mean any
     Subsidiary which has no assets or liabilities, other than as nominally
     required  under  applicable law in order for  such  Subsidiary  to  be
     established or created.  "Inactive" Subsidiaries may include,  without
     limitation, Subsidiaries formed to reserve a certain corporate or trade
     name  in anticipation of business being done under that name and those
     formed in anticipation of an Acquisition which is pending.

     (iv)      Acquisitions where the total acquisition consideration (cash or
     otherwise) is less than $1,500,000 and the total acquisition consideration
     for  all Acquisitions (including the Acquisition in question) for  the
     preceding 12 months is less than $3,000,000.

6.15       Liens.    (a)   The Borrower will not, nor will  it  permit  any
Subsidiary  to,  (unless Required Lenders agree otherwise,  in  their  sole
discretion)  create, incur, or suffer to exist any Lien in, of  or  on  the
Property of the Borrower, or any Subsidiary, 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.

     (v)       Liens securing purchase money Indebtedness in the aggregate not
     to exceed $1,000,000 so long as such Liens affect only the assets acquired
     with the proceeds of such purchase money Indebtedness.

     (vi)      Liens existing on the date hereof and described in Schedule 2.

      (b)  Borrower shall not, and Borrower shall not permit any Subsidiary
of  Borrower to, enter into any agreement (excluding this Agreement or  any
other  Loan Documents) prohibiting the creation or assumption of  any  Lien
upon any property, revenues, or assets of such Person, whether now owned or
hereafter acquired.

6.16      Capital Expenditures.   The Borrower will not, nor will it permit
any  Subsidiary  to,  expend,  or be committed  to  expend,  in  excess  of
$9,000,000   for  Capital Expenditures during any 12-month  period  in  the
aggregate for the Borrower and its Subsidiaries, without the prior  written
consent of the Required Lenders.

6.17      Omitted.
6.18      Affiliates.    The 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  the  Borrower's  or   such
Subsidiary's business and upon fair and reasonable terms no less  favorable
to  the  Borrower  or such Subsidiary than the Borrower or such  Subsidiary
would obtain in a comparable arms-length transaction.

6.19       Subordinated Indebtedness.   The Borrower will not, and will not
permit  any  Subsidiary to, (unless Required Lenders  agree  otherwise,  in
their sole discretion) 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      Omitted .

6.21      Sale of Accounts.   The Borrower will not, nor will it permit any
Subsidiary  to, sell or otherwise dispose of any accounts receivable,  with
or without recourse.

6.22       Sale  and  Leaseback  Transactions and other  Off-Balance  Sheet
Liabilities.   The Borrower will not, nor will it permit any Subsidiary to,
enter  into  or suffer to exist any (i) Sale and Leaseback Transaction,  or
(ii) any other transaction pursuant to which it incurs or has incurred Off-
Balance  Sheet  Liabilities without the prior written consent  of  Required
Lenders.

6.23       Contingent  Obligations.   The 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)  the
Reimbursement  Obligations, (iii) the Guaranty, without the  prior  written
consent  of  Required  Lenders, and (iv) the  Contingent  Obligations  more
particularly described on Schedule 2.

6.24       Letters of Credit.   The Borrower will not, nor will  it  permit
any  Subsidiary  to, apply for or become liable upon or in respect  of  any
Letter  of  Credit other than Facility LCs and the Consent, Assumption  and
Amendment  Agreement  between Borrower and U.S. Bank National  Association,
relating to the Debt described on Schedule 2.

6.25      Financial Covenants.

     6.25.1        Fixed Charge Coverage Ratio.  The Borrower will not permit
     the ratio, determined as of the end of each of its fiscal quarters for the
     then most-recently ended four fiscal quarters, of (i) Consolidated EBITDA
     minus taxes paid during such period minus Consolidated Capital Expenditures
     to (ii) Consolidated Interest Expense, plus current maturities of principal
     Indebtedness (including Capitalized Lease Obligations), all calculated for
     the Borrower and its Subsidiaries on a consolidated basis plus dividends
     and distributions by Borrower during such period, to be less than 1.25 to
     1.00.

     6.25.2        Leverage Ratio.  The Borrower will not permit the Leverage
     Ratio, determined as of the end of each of its fiscal quarters for the then
     most-recently ended four fiscal quarters to be greater than 2.00 to 1.0.

     6.25.3        Minimum Tangible Net Worth. The Borrower will at all times
     maintain Consolidated Tangible Net Worth of not less than the sum of (i)
     90%  of Borrower's Consolidated Tangible Net Worth on the date of this
     Agreement,  plus (ii) 25% of Consolidated Net Income earned in each fiscal
     quarter  beginning  with the quarter ending August 31,  2000  (without
     deduction for losses).

6.26       Hedging  Obligation.  The Borrower shall maintain at  all  times
after  the  date  which  is  90  days after the  date  of  this  Agreement,
agreements,  devices  or  arrangements providing for  payments  related  to
fluctuations of interest rates, exchange rates, forward rates or  commodity
prices,  including,  but not limited to, interest  rate  swap  or  exchange
agreements,  forward  currency exchange agreements, interest  rate  cap  or
collar  protection  agreements,  forward rate  currency  or  interest  rate
options  in  form, substance and with financial institutions acceptable  to
Agent, with respect to at least 50% of the outstanding balance of the  Term
Loan and the Revolving Credit Facility.


                              ARTICLE VII

                                DEFAULTS

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

7.1        Any  representation or warranty made or deemed  made  by  or  on
behalf  of  the 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,  and  the  failure of Borrower to remedy such  failure  within
twenty (20) days of the date when made.

7.2        Nonpayment of principal of any Loan within three (3) days  after
the same becomes due, nonpayment of any Reimbursement Obligation within one
(1) 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 five (5) days after the same becomes due.

7.3       (a)  The  breach by the Borrower of any of the terms or provisions
          of Section 6.1(i), (ii) or (iii), 6.2,  6.10,  6.12,  6.13,  6.14,
          6.18, 6.25 or 6.26.

          (b)  The breach by the Borrower  of any of the terms or provisions
          of Section  6.11 or  6.15, and the continuation of such breach for
          ten (10) days.

7.4       The breach by the 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 ten  (10)  days
after written notice from the Agent or any Lender.

7.5        Failure  of  the  Borrower or any of  its  Subsidiaries  or  any
Guarantor  to  pay  when  due any Indebtedness  aggregating  in  excess  of
$250,000 ("Material Indebtedness"); or the default by the Borrower  or  any
of  its  Subsidiaries  or  any  Guarantor  in  the  performance(beyond  the
applicable grace period with respect thereto, if any) of any material term,
provision  or  condition contained in any agreement under  which  any  such
Material Indebtedness was created or is governed, or any other event  shall
occur or condition exist, the effect of which default or event is to cause,
or  to permit the holder or holders of such Material Indebtedness to cause,
such  Material Indebtedness to become due prior to its stated maturity;  or
any Material Indebtedness of the 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 the 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        The  Borrower or any of its Subsidiaries or any Guarantor  shall
(i)  have  a  final 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.

7.7        Without the application, approval or consent of the Borrower  or
any  of  its Subsidiaries, or any Guarantor, a receiver, trustee, examiner,
liquidator or similar official shall be appointed for the 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  the  Borrower or any of its Subsidiaries or any Guarantor  and  in
either  case  such  appointment continues undischarged or  such  proceeding
continues undismissed or unstayed for a period of 60 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 the Borrower and its Subsidiaries  or  any  Guarantor
which, when taken together with all other Property of the Borrower and  its
Subsidiaries or any Guarantor 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;
provided, that it shall not constitute a Default under this Section 7.8  if
Borrower  obtains the release of such condemnation, seizure, appropriation,
custody or control within fifteen (15) days of its occurrence.

7.9       The 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 $100,000 (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 $1,500,000 or any Reportable Event shall occur  in
connection with any Plan.

7.11       The  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 the Borrower or any other member of the  Controlled
Group  as  withdrawal  liability  (determined  as  of  the  date  of   such
notification), exceeds $500,000 or requires payments exceeding $250,000 per
annum.

7.12       The  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 the  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  contributed  to  such
Multiemployer   Plans  for  the  respective  plan  years   of   each   such
Multiemployer  Plan  immediately preceding  the  plan  year  in  which  the
termination occurs by an amount exceeding $1,500,000.

7.13       The Borrower or any of its Subsidiaries shall (i) be the subject
of  any  proceeding  or  investigation pertaining to  the  release  by  the
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.

7.14      Any Change in Control shall occur.

7.15       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.

7.16       Nonpayment  by  the  Borrower or  any  Subsidiary  of  any  Rate
Management  Obligation  when  due or the breach  by  the  Borrower  of  any
material  term,  provision or condition contained in  any  Rate  Management
Transaction,  and  in  either case the expiration of  any  applicable  cure
period.

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 material 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       The  representations and warranties set forth  in  Section  5.15
shall at any time not be true and correct.

                               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 the 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  Borrower  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 deposited 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 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)  may  (a) 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
Borrower  hereby expressly waives, and (b) upon notice to the Borrower  and
in  addition  to  the  continuing right to demand payment  of  all  amounts
payable  under this Agreement, make demand on the Borrower to pay, and  the
Borrower 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 Borrower  to  pay,  and  the
Borrower 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.

     (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 Borrower to the Lenders or the  LC
Issuer under the Loan Documents.

     (iv) At any time while any Default is continuing, neither the Borrower
nor any Person claiming on behalf of or through the 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
Borrower 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 the 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 Borrower, rescind and annul  such
acceleration and/or termination.

8.2       Amendments.   Subject to the provisions of this Article VIII, the
Required  Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower 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 Borrower hereunder
or  waiving  any  Default hereunder; provided, however, that  (a)  no  such
supplemental agreement shall, without the consent of all of the Lenders:

     (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 (Commitment Fees,  LC  Fees,
     or otherwise) thereon or any Reimbursement Obligation related thereto;

     (ii)     Change the definition of Required Lenders;

     (iii)    Extend the Facility Termination Date, or reduce the amount or
     extend  the  payment  date for, the mandatory payments  or  commitment
     reductions required under Section  2.1 or  2.2, or increase the amount
     of the Aggregate Commitment, the Commitment of any Lender hereunder or
     the commitment  of any  Lender to  participate in any Facility LCs, or
     permit the Borrower to assign its rights under this Agreement;

     (iv)      Amend this Section 8.2;

     (v)       Release any guarantor of any Advance; and

      (b)  without the consent of all of the Lenders, unless there are more
than  two (2) Lenders and at least two (2) Lenders which are not Affiliates
are  necessary to constitute the Required Lenders (in which case  only  the
approval of the Required Lenders is necessary):

           (i)  Change any term or provision of Sections 4.2, 5.5, 6.25  or
     12.3 or any defined term used in any of the foregoing Sections;

           (ii)  Waive  any Default or Unmatured Default arising  from  the
     Borrower's failure to pay principal, interest or other amounts or from
     the Borrower's breach of any of the provisions of Section 6.25.

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  of  this  Agreement 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 12.3.2 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 Borrower 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 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

9.1       Survival of Representations.   All representations and warranties
of the Borrower 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  Borrower  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 Borrower, the Agent, the  LC  Issuer
and the Lenders and supersede all prior agreements and understandings among
the  Borrower,  the Agent, the LC Issuer and the Lenders  relating  to  the
subject   matter   thereof  other  than  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,
provided,  however,  that  the  parties hereto  expressly  agree  that  the
Arranger  shall enjoy the benefits of the provisions of Sections 9.6,  9.10
and  10.11 to the extent specifically set forth therein and shall have  the
right  to enforce such provisions on its own behalf and in its own name  to
the same extent as if it were a party to this Agreement.

9.6        Expenses; Indemnification. (i) THE BORROWER SHALL REIMBURSE  THE
AGENT  AND THE ARRANGER FOR ANY COSTS AND OUT-OF-POCKET EXPENSES (INCLUDING
ATTORNEYS'  FEES  AND  TIME  CHARGES OF  ATTORNEYS  FOR  THE  AGENT,  WHICH
ATTORNEYS MAY BE EMPLOYEES OF THE AGENT) PAID OR INCURRED BY THE  AGENT  OR
THE  ARRANGER  IN CONNECTION WITH THE PREPARATION, NEGOTIATION,  EXECUTION,
DELIVERY,  SYNDICATION, REVIEW, AMENDMENT, MODIFICATION, AND ADMINISTRATION
OF  THE  LOAN DOCUMENTS.  THE BORROWER ALSO AGREES TO REIMBURSE THE  AGENT,
THE   ARRANGER,  THE  LC  ISSUER  AND  THE  LENDERS  FOR  ANY  COSTS,   AND
OUT-OF-POCKET  EXPENSES  (INCLUDING ATTORNEYS' FEES  AND  TIME  CHARGES  OF
ATTORNEYS FOR THE AGENT, THE ARRANGER, THE LC ISSUER AND THE LENDERS, WHICH
ATTORNEYS MAY BE EMPLOYEES OF THE AGENT, THE ARRANGER, THE LC ISSUER OR THE
LENDERS) PAID OR INCURRED BY THE AGENT, THE ARRANGER, THE LC ISSUER OR  ANY
LENDER  IN  CONNECTION  WITH THE COLLECTION AND  ENFORCEMENT  OF  THE  LOAN
DOCUMENTS.   EXPENSES BEING REIMBURSED BY THE BORROWER UNDER  THIS  SECTION
INCLUDE, WITHOUT LIMITATION, COSTS AND EXPENSES INCURRED IN CONNECTION WITH
THE REPORTS DESCRIBED IN THE FOLLOWING SENTENCE.  THE BORROWER ACKNOWLEDGES
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
BORROWER'S  ASSETS FOR INTERNAL USE BY BANK ONE FROM INFORMATION  FURNISHED
TO  IT  BY  OR ON BEHALF OF THE BORROWER, AFTER BANK ONE HAS EXERCISED  ITS
RIGHTS OF INSPECTION PURSUANT TO THIS AGREEMENT.

(ii)            THE BORROWER HEREBY FURTHER AGREES TO INDEMNIFY THE  AGENT,
THE  ARRANGER, THE LC ISSUER AND EACH LENDER, ITS 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  ARRANGER,
THE  LC ISSUER OR ANY LENDER 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 BORROWER UNDER THIS  SECTION  9.6
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

9.7        Usury Savings Clause .  Notwithstanding anything to the contrary
in  this  Agreement, the Notes or any other Loan Document, or in any  other
agreement  entered  into  in  connection with the  Notes  or  securing  the
indebtedness  evidenced  by the Notes, whether now  existing  or  hereafter
arising and whether written or oral, it is agreed that the aggregate of all
interest  and  other  charges  constituting  interest,  or  adjudicated  as
constituting  interest, and contracted for, chargeable or receivable  under
the  Notes  or  otherwise  in connection with  the  Notes  shall  under  no
circumstances  exceed the maximum rate of interest permitted by  applicable
law.  In the event the maturity of the Notes is accelerated by reason of an
election by the holder thereof resulting from a default thereunder or under
any   other  document  executed  as  security  therefor  or  in  connection
therewith,  or  by  voluntary prepayment by the maker, or  otherwise,  then
earned  interest may never include more than the maximum rate  of  interest
permitted by applicable law.  If from any circumstance any holder of any of
the  Notes  shall  ever receive interest or any other charges  constituting
interest,  or  adjudicated as constituting interest, the  amount,  if  any,
which would exceed the maximum rate of interest permitted by applicable law
shall  be  applied to the reduction of the principal amount owing  on  such
Notes or on account of any other principal indebtedness of the maker to the
holders  of  such  Notes, and not to the payment of interest,  or  if  such
excessive interest exceeds the unpaid balance of principal thereof and such
other indebtedness, the amount of such excessive interest that exceeds  the
unpaid  balance of principal thereof and such other indebtedness  shall  be
refunded to the Borrower.  All sums paid or agreed to be paid to the holder
of  the Notes for the use, forbearance or detention of the indebtedness  of
the  maker  to  the  holder  of such Notes shall  be  amortized,  prorated,
allocated  and  spread throughout the full term of such indebtedness  until
payment  in  full for the purpose of determining the actual  rate  on  such
indebtedness  is uniform throughout the term thereof.  The  terms  "maximum
amount"  or  "maximum  rate" as used in this Agreement,  or  in  any  other
agreement  entered  into  in  connection with the  Notes  or  securing  the
indebtedness  evidenced  by the Notes, whether now  existing  or  hereafter
arising  and  whether written or oral, include, as to Chapter  303  of  the
Texas  Finance Code (and as same may be incorporated by reference in  other
statutes  of  the  State of Texas), but otherwise without limitation,  that
rate  based  upon  the  "weekly  ceiling";  provided,  however,  that  this
designation shall not preclude the rate of interest contracted for, charged
or  received  in  connection  with the Loans from  being  governed  by,  or
construed in accordance with, any other state or federal law, including but
not  limited to, Public Law 96-221.  Chapter 346 of the Texas Finance  Code
as in effect on the date hereof and as the same may hereafter be amended or
supplemented from time to time, shall not apple to any of the loans or  any
loan document.

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 Borrower  and
all  its  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 Borrower
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
Arranger,   the  LC  Issuer  nor  any  Lender  shall  have  any   fiduciary
responsibilities to the Borrower.  Neither the Agent, the Arranger, the  LC
Issuer  nor  any  Lender undertakes any responsibility to the  Borrower  to
review or inform the Borrower of any matter in connection with any phase of
the  Borrower's business or operations.  The Borrower agrees  that  neither
the  Agent, the Arranger, the LC Issuer nor any Lender shall have liability
to  the  Borrower  (whether sounding in tort, contract  or  otherwise)  for
losses suffered by the 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 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 Arranger, the LC Issuer nor any
Lender  shall  have any liability with respect to, and the Borrower  hereby
waives,  releases  and  agrees not to sue for,  any  special,  indirect  or
consequential damages suffered by the 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  Borrower  pursuant  to  this
Agreement in confidence, except for disclosure (i) to its Affiliates and to
other  Lenders and their respective Affiliates who shall comply  with  this
Section, (ii) to legal counsel, accountants, and, after the occurrence of a
Default  (or  prior  to  such  time with the consent  of  Borrower),  other
professional  advisors  to  such  Lender  or  to  a  Transferee,  (iii)  to
regulatory officials, (iv) to any Person pursuant to or as required by law,
regulation,  or  legal process, (v) to any Person in  connection  with  any
legal proceeding concerning this Agreement or any of the Loan Documents  or
the  transactions  evidenced or governed hereby or thereby  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,  (vii)  permitted  by
Section  12.4  and  (viii)  with  Borrower's  consent,  to  any  Person  in
connection with any legal proceeding to which such Lender is a party  other
than legal proceedings contemplated by clause (v) above.

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.   Borrower and each Lender hereby (i) acknowledge and
agree  that (a) one or more Affiliates of Bank One are or may become direct
or  indirect equity investors in Borrower, (b) Bank One is or may become  a
lender  to,  and  agent bank for, Borrower, and (c)  Bank  One  and/or  its
Affiliates  from  time to time may hold other investments  in,  make  other
loans  to  or  have  other  relationships  with  Borrower  or  any  of  its
Affiliates,  and  (ii) waive any liability of Bank One or an  Affiliate  of
Bank  One  to  Borrower  or any Lender, respectively,  arising  out  of  or
resulting  from  such  investments,  loans  or  relationships  other   than
liabilities  arising out of the gross negligence or willful  misconduct  of
Bank One or its Affiliates.

                               ARTICLE X

                               THE AGENT

10.1      Appointment; Nature of Relationship.   Bank One  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
Section 9-105 of the 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 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 the 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 the Borrower or any guarantor of any of the
Obligations or of any of the Borrower's 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 Borrower to the
Agent at such time, but is voluntarily furnished by the 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 (unless the consent of more than the
Required Lenders is required pursuant to Section 8.2, in which case 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 Lenders required by such Section), 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.

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 Borrower for which the Agent is entitled to
reimbursement by the Borrower 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 [a] between two or more of the
Lenders and [b] between Agent and any Lender if Agent is the prevailing
party in such dispute) 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 the
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 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 the Borrower or any of its Subsidiaries in which
the Borrower or such Subsidiary is not restricted hereby from engaging with
any other Person.  The Agent, in its individual capacity, is not obligated
to remain a Lender.

10.11     Lender Credit Decision.   Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any
other Lender and based on the financial statements prepared by the Borrower
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, the Arranger 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 Borrower, 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 retiring 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 Borrower 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 Borrower and the Lenders, a successor Agent.
Notwithstanding the previous sentence, the Agent may at any time without
the consent of the 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 Borrower
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 "Corporate Base Rate" as used in this
Agreement shall mean the prime rate, base rate or other analogous rate of
the new Agent.

10.13     Omitted.

10.14     Delegation to Affiliates.   The Borrower 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     Co-Agents and Arranger.   Neither any of the Lenders identified
in this Agreement as a "co-agent" or "syndications agent" (if any) nor the
Arranger shall have any right, power, obligation, liability, responsibility
or duty under this Agreement other than those applicable to all Lenders as
such.  Without limiting the foregoing, none of such Lenders nor the
Arranger shall have or be deemed to have a fiduciary relationship with any
Lender.  Each Lender hereby makes the same acknowledgments with respect to
such Lenders as it makes with respect to the Agent in Section 10.11.

                             ARTICLE XI

                     SETOFF; RATABLE PAYMENTS

11.1      Setoff.   In addition to, and without limitation of, any rights
of the Lenders under applicable law, if the 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 the Borrower may be offset and applied toward the payment of the
Obligations owing to such Lender, whether or not the 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 Pro Rata Share 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 Pro Rata Shares 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 Borrower
and the Lenders and their respective successors and assigns, except that
(i) the Borrower shall not have the right to assign its rights or
obligations under the Loan Documents and (ii) any assignment by any Lender
must be made in compliance with Section 12.3.  Notwithstanding clause (ii)
of this Section, any Lender may at any time, without the consent of the
Borrower or the Agent, assign all or any portion of its rights under this
Agreement and any Note to a Federal Reserve Bank; provided, however, that
no such assignment to a Federal Reserve Bank shall release the transferor
Lender from its obligations hereunder.  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 in
the case of an assignment thereof or, in the case of any other transfer, a
written notice of the transfer is filed with the Agent.  Any assignee or
transferee of the rights to any Loan or any Note agrees by acceptance of
such transfer or 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, transferee or assignee of the rights to such Loan.

12.2      Participations.

     12.2.1         Permitted Participants; Effect.  Any Lender may, in the
     ordinary course of its business and in accordance with applicable law, 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 Borrower under this Agreement shall be determined as if such
     Lender had not sold such participating interests, and the Borrower 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 forgives
     principal, interest, fees, or any Reimbursement Obligation or reduces the
     interest rate or fees payable with respect to any such  Credit Extension or
     Commitment, extends the Facility Termination Date, postpones any date fixed
     for any regularly-scheduled payment of principal of, or interest any Loan
     in which such Participant has an interest, or any regularly-scheduled
     payment of fees on any such Credit Extension or Commitment, releases any
     guarantor of any such Credit Extension or releases any collateral held in
     the Facility LC Collateral Account (except in accordance with the terms
     hereof) or all or substantially all of any other collateral, if any,
     securing any such Credit Extension.

     12.2.3         Benefit of Setoff.  The Borrower agrees 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.

12.3      Assignments.

     12.3.1         Permitted Assignments.  Any Lender may, in the ordinary
     course of its business and in accordance with applicable law, 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.  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.  The consent of the
     Borrower, the Agent and the LC Issuer shall be required prior to an
     assignment becoming effective with respect to a Purchaser which is not a
     Lender or an Affiliate thereof; provided, however, that if a Default has
     occurred and is continuing, the consent of the Borrower shall not be
     required. Such consent shall not be unreasonably withheld or delayed.  Each
     such assignment with respect to a Purchaser which is not a Lender or an
     Affiliate thereof shall (unless each of the Borrower and the Agent
     otherwise consents) be in an amount not less than the lesser of (i)
     $5,000,000 or (ii) the remaining amount of the assigning Lender's
     Commitment (calculated as at the date of such assignment) or outstanding
     Loans (if the applicable Commitment has been terminated).  Notwithstanding
     the foregoing as between Bank One and U.S. Bank National Association, Bank
     One agrees to hold at least $10,000,000 of the Aggregate Commitment, unless
     U.S. Bank National Association otherwise consents, such consent not to be
     unreasonably withheld or delayed.

     12.3.2         Effect; Effective Date.  Upon (i) delivery to the Agent of
     an assignment, together with any consents required by Section 12.3.1, and
     (ii) payment of a $4,000 fee paid by the assigning Lender or purchaser 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 the
     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 Borrower, the Lenders or the Agent
     shall be required to release the transferor Lender with respect to the
     percentage of the Aggregate Commitment and the Outstanding Credit Exposure
     assigned to such Purchaser.  Upon the consummation of any assignment to a
     Purchaser pursuant to this Section 12.3.2, the transferor Lender, the Agent
     and the Borrower 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.

12.4      Dissemination of Information.   The Borrower authorizes 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 Borrower
and its 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 Borrower 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 Borrower 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.   The 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 executed by the Borrower, the
Agent, 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 OR PRINCIPLES) OF THE STATE OF TEXAS, BUT GIVING EFFECT  TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

15.2       CONSENT  TO  JURISDICTION.    THE  BORROWER  HEREBY  IRREVOCABLY
SUBMITS  TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL  OR
TEXAS  STATE  COURT  SITTING IN DALLAS, TEXAS IN ANY ACTION  OR  PROCEEDING
ARISING  OUT  OF OR RELATING TO ANY LOAN DOCUMENTS AND THE 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 THE BORROWER  IN  THE
COURTS  OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE 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 DALLAS, TEXAS.

15.3       WAIVER OF JURY TRIAL.   THE 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.




                  [REMAINDER OF PAGE INTENTIONALLY BLANK.
                   SIGNATURES FOUND ON FOLLOWING PAGES.]


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


                         BORROWER:

                         ENNIS BUSINESS FORMS, INC.,
                         a Texas corporation

                         By: /s/Keith S. Walters
                            ------------------------------
                         Print Name: Keith S. Walters
                                    ----------------------
                         Title: Chairman, CEO & President
                               ---------------------------

                                   1510 North Hampton Road
                                   DeSoto, Texas  75208-1308
                                   Attention: Robert M. Halowec
                                   Telephone: (800) 752-5386
                                   FAX: (800) 579-4271

COMMITMENTS:             LENDERS:

Term: $18,150,684.93               BANK ONE, TEXAS, N.A., a national
                                   banking association,
Revolving:  $8,349,315.07          Individually and as Agent and LC Issuer


                         By: /s/Mark B. Wade
                            ------------------------------
                         Print Name: Mark B. Wade
                                    ----------------------
                         Title: Vice President
                               ---------------------------

                                   1717 Main Street; Third Floor
                                   Dallas, Texas 75201
                                   Attention: Mark Wade
                                   Telephone: (214) 290-2516
                                   FAX: (214) 290-2305


Term: $6,849,315.07           U.S. BANK NATIONAL ASSOCIATION,
Revolving:  $3,150,684.93     a national banking association,
                              Individually and as syndications agent

                         By: /s/Michael J. Reymann
                            ------------------------------
                         Print Name: Michael J. Reymann
                                    ----------------------
                         Title: Vice President
                               ---------------------------

                                   601 Second Avenue South
                                   Mailstop:  MPFP-0602
                                   Minneapolis, MN  55402
                                   Attention: Michael J. Reymann
                                   Telephone:  (612) 973-4549
                                   FAX:  (612)  973-0821

                             PRICING SCHEDULE
  Applicable    Level I  Level II  Level III   Level IV  Level V
    Margin      Status    Status     Status     Status   Status
  Eurodollar     1.00%     1.25%     1.50%      2.00%     2.50%
     Rate

Floating Rate    0.00%     0.00%     0.00%      0.50%     0.75%


Applicable Fee  Level I  Level II  Level III   Level IV  Level V
     Rate       Status    Status     Status     Status   Status
Commitment Fee   0.25%     0.25%     0.375%     0.50%     0.75%

     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
Borrower delivered pursuant to Section 6.1(i) or (ii).

     "Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials,
the Leverage Ratio is less than or equal to 1.50 to 1.00.

     "Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials,
(i) the Borrower has not qualified for Level I Status and (ii) the Leverage
Ratio is less than or equal to 2.00 to 1.00.

     "Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials,
(i) the Borrower has not qualified for Level I Status or Level II Status
and (ii) the Leverage Ratio is less than or equal to 2.50 to 1.00.

     "Level IV Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials,
(i) the Borrower has not qualified for Level I Status, Level II Status or
Level III Status and (ii) the Leverage Ratio is less than or equal to 3.00
to 1.00.

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

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

     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
Borrower fails 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.

                            Commitment Schedule



     Lender       Term Loan    Revolving     Total     Commitment
                 Commitment   Commitment  Commitment   Percentage
1.  Bank One,    $18,150,684  $8,349,315. $26,500,000    72.603%
Texas                .93          07          .00
2   U.S. Bank    $6,849,315.  $3,150,684. $10,000,000    27.397%
                     07           93          .00
         Totals: $25,000,000  $11,500,000 $36,500,000     100%
                     .00          .00         .00

                                 EXHIBIT A

                              FORM OF OPINION


                              [SEE ATTACHED]


                                 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 _____________________________, ________ (as
amended,  modified, renewed or extended from time to time, the "Agreement")
among  Ennis  Business  Forms,  Inc. (the "Borrower"),  the  lenders  party
thereto  and  Bank  One, Texas, N.A., 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 the Borrower;

     2.   I have reviewed the terms of  the Agreement  and I have made,  or
have  caused  to  be made under my supervision, a detailed  review  of  the
transactions and conditions of the Borrower and its 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 Borrower's compliance with certain covenants of
the  Agreement, all of which data and computations are true,  complete  and
correct,  all of which are prepared in accordance with Agreement Accounting
Principles.

      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,  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 Borrower has taken,  is  taking,  or
proposes to take with respect to each such condition or event:

      ________________________________________________________

      ________________________________________________________

      ________________________________________________________


     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 ___________________, ________.


                                          ____________________________


                   SCHEDULE I TO COMPLIANCE CERTIFICATE

                   Compliance as of _________, ____ with
                Sections 6.16, 6.25.1, 6.25.2 and 6.25.3 of
                               the Agreement

SCHEDULE II TO COMPLIANCE CERTIFICATE

                 Borrower's Applicable Margin Calculation


                  SCHEDULE III TO COMPLIANCE CERTIFICATE

                   Reports and Deliveries Currently Due

EXHIBIT C

                           ASSIGNMENT AGREEMENT

      This  Assignment  Agreement  (this  "Assignment  Agreement")  between
_______________   (the   "Assignor")    and  _________________________ (the
"Assignee") is dated as of_____________, 19__.  The parties hereto agree as
follows:

      1.   PRELIMINARY  STATEMENT.  The Assignor is a  party  to  a  Credit
Agreement (which, as it may be amended, modified, renewed or extended  from
time  to time is herein called the "Credit Agreement") described in Item  1
of  Schedule  1  attached  hereto ("Schedule 1").  Capitalized  terms  used
herein  and not otherwise defined herein shall have the meanings attributed
to them in the Credit Agreement.

      2.  ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns
to  the  Assignee, and the Assignee hereby purchases and assumes  from  the
Assignor, an interest in and to the Assignor's rights and obligations under
the  Credit Agreement and the other Loan Documents, such that after  giving
effect  to  such assignment the Assignee shall have purchased  pursuant  to
this  Assignment Agreement the percentage interest specified in Item  3  of
Schedule  1  of  all outstanding rights and obligations  under  the  Credit
Agreement and the other Loan Documents relating to the facilities listed in
Item  3  of  Schedule  1.  The aggregate Commitment (or Outstanding  Credit
Exposure,  if  the applicable Commitment has been terminated) purchased  by
the Assignee hereunder is set forth in Item 4 of Schedule 1.

      3.   EFFECTIVE DATE.  The effective date of this Assignment Agreement
(the  "Effective Date") shall be the later of the date specified in Item  5
of Schedule 1 or two Business Days (or such shorter period agreed to by the
Agent) after this Assignment Agreement, together with any consents required
under  the  Credit Agreement, are delivered to the Agent. In no event  will
the  Effective  Date  occur if the payments required  to  be  made  by  the
Assignee to the Assignor on the Effective Date are not made on the proposed
Effective Date.

     4.  PAYMENT OBLIGATIONS.  In consideration for the sale and assignment
of  Outstanding  Credit  Exposure hereunder, the  Assignee  shall  pay  the
Assignor,  on the Effective Date, the amount agreed to by the Assignor  and
the  Assignee.   On  and after the Effective Date, the  Assignee  shall  be
entitled  to  receive  from the Agent all payments of principal,  interest,
Reimbursement  Obligations and fees with respect to the  interest  assigned
hereby.   The Assignee will promptly remit to the Assignor any interest  on
Loans  and fees received from the Agent which relate to the portion of  the
Commitment  or  Outstanding  Credit  Exposure  assigned  to  the   Assignee
hereunder  for periods prior to the Effective Date and not previously  paid
by  the  Assignee to the Assignor.  In the event that either  party  hereto
receives any payment to which the other party hereto is entitled under this
Assignment  Agreement, then the party receiving such amount shall  promptly
remit it to the other party hereto.

     5.  RECORDATION FEE.  The Assignor and Assignee each agree to pay one-
half  of the recordation fee required to be paid to the Agent in connection
with  this  Assignment Agreement unless otherwise specified in  Item  6  of
Schedule 1.

      6.   REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON  THE  ASSIGNOR'S
LIABILITY.  The Assignor represents and warrants that (i) it is  the  legal
and  beneficial owner of the interest being assigned by it hereunder,  (ii)
such  interest  is  free  and clear of any adverse  claim  created  by  the
Assignor  and (iii) the execution and delivery of this Assignment Agreement
by  the Assignor is duly authorized.  It is understood and agreed that  the
assignment  and  assumption  hereunder are made  without  recourse  to  the
Assignor and that the Assignor makes no other representation or warranty of
any  kind  to the Assignee.  Neither the Assignor nor any of its  officers,
directors, employees, agents or attorneys shall be responsible for (i)  the
due execution, legality, validity, enforceability, genuineness, sufficiency
or  collectability  of  any  Loan Document, including  without  limitation,
documents  granting the Assignor and the other Lenders a security  interest
in  assets  of  the  Borrower or any guarantor,  (ii)  any  representation,
warranty  or  statement  made in or in connection  with  any  of  the  Loan
Documents,  (iii)  the  financial  condition  or  creditworthiness  of  the
Borrower  or any guarantor, (iv) the performance of or compliance with  any
of the terms or provisions of any of the Loan Documents, (v) inspecting any
of  the  property,  books or records of the Borrower,  (vi)  the  validity,
enforceability,  perfection, priority, condition, value or  sufficiency  of
any  collateral  securing or purporting to secure the Loans  or  (vii)  any
mistake,  error  of judgment, or action taken or omitted  to  be  taken  in
connection with the Loans or the Loan Documents.

      7.   REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE.  The  Assignee
(i)  confirms that it has received a copy of the Credit Agreement, together
with  copies of the financial statements requested by the Assignee and such
other  documents and information as it has deemed appropriate to  make  its
own  credit  analysis and decision to enter into this Assignment Agreement,
(ii)  agrees  that  it will, independently and without  reliance  upon  the
Agent,  the  Assignor or any other Lender and based on such  documents  and
information at it shall deem appropriate at the time, continue to make  its
own  credit  decisions  in  taking or not  taking  action  under  the  Loan
Documents, (iii) appoints and authorizes the Agent to take such  action  as
agent on its behalf and to exercise such powers under the Loan Documents as
are  delegated to the Agent by the terms thereof, together with such powers
as  are reasonably incidental thereto, (iv) confirms that the execution and
delivery  of  this Assignment Agreement by the Assignee is duly authorized,
(v)  agrees that 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, (vi) agrees that its payment instructions  and
notice instructions are as set forth in the attachment to Schedule 1, (vii)
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,  (viii)
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  Agreement,  and   (ix)   if
applicable,  attaches the forms prescribed by the Internal Revenue  Service
of  the  United States certifying that the Assignee is entitled to  receive
payments under the Loan Documents without deduction or withholding  of  any
United States federal income taxes.

     8.  GOVERNING LAW.  This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Texas.

      9.   NOTICES.  Notices shall be given under this Assignment Agreement
in  the  manner set forth in the Credit Agreement.  For the purpose hereof,
the addresses of the parties hereto (until notice of a change is delivered)
shall be the address set forth in the attachment to Schedule 1.

      10.  COUNTERPARTS; DELIVERY BY FACSIMILE.  This Assignment  Agreement
may  be executed in counterparts.  Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute  due
and  sufficient  delivery of such counterpart and such facsimile  shall  be
deemed to be an original counterpart of this Assignment Agreement.

     IN WITNESS WHEREOF, the duly authorized officers of the parties hereto
have  executed this Assignment Agreement by executing Schedule 1 hereto  as
of the date first above written.

                                SCHEDULE 1
                          to Assignment Agreement

1.   Description and Date of Credit Agreement:

2.   Date of Assignment Agreement: ______________, ___

3.   Amounts (As of Date of Item 2 above):

                        Revolving Credit          Term Loan
                            Facility
a.  Assignee's
percentage of each        _.0000000000%         _.0000000000%
Facility purchased
under the Assignment
Agreement
b.  Amount of each
Facility                   $_________            $__________
purchased under the
Assignment
Agreement


4.   Assignee's Commitment (or Outstanding Credit Exposure
     with respect to terminated
     Commitments) purchased
     hereunder:                    Loans          $____________

                                   Facility LCs   $____________


     5.   Proposed Effective Date:        ________________

     6.   Non-standard Recordation Fee
          Arrangement                             N/A

     Accepted and Agreed:

     [NAME OF ASSIGNOR]                 [NAME OF ASSIGNEE]

     By:  _______________________       By: ___________________________
     Title:  ____________________       Title:  _______________________


     ACCEPTED AND CONSENTED TO BY:

     BANK ONE, TEXAS, N.A.


     By:  ________________________
     Title:  _____________________


             Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                     ADMINISTRATIVE INFORMATION SHEET
                     --------------------------------

      Attach Assignor's Administrative Information Sheet, which must
        include notice addresses for the Assignor and the Assignee
                         (Sample form shown below)

                           ASSIGNOR INFORMATION
                           --------------------
Contact:
-------

Name:  _____________________       Telephone No.:  ___________________
Fax No.: ___________________       Telex No.:  _______________________
                                   Answerback:  ______________________
Payment Information:
-------------------

Name & ABA # of Destination Bank:  ___________________________________
                                   ___________________________________

Account Name & Number for Wire Transfer:  ____________________________
                                          ____________________________

Other Instructions: __________________________________________________
______________________________________________________________________

Address for Notices for Assignor:  ___________________________________
--------------------------------   ___________________________________
                                   ___________________________________

                           ASSIGNEE INFORMATION
                           --------------------
Credit Contact:
--------------

Name:  _________________________   Telephone No.:  ___________________
Fax No.:  ______________________   Telex No.:  _______________________
                                   Answerback:  ______________________
Key Operations Contacts:
-----------------------

Booking Installation:  _______________  Booking Installation:  ____________
Name:  _______________________________  Name:  ____________________________
Telephone No.:  ______________________  Telephone No.:  ___________________
Fax No.:  ____________________________  Fax No.:  _________________________
Telex No.: ___________________________  Telex No.:  _______________________
Answerback:  _________________________  Answerback:  ______________________

Payment Information:
-------------------

Name & ABA # of Destination Bank:  ________________________________________
                                   ________________________________________

Account Name & Number for Wire Transfer:  _________________________________
                                          _________________________________

Other Instructions:  ______________________________________________________
___________________________________________________________________________

Address for Notices for Assignee:  ________________________________________
                                   ________________________________________
                                   ________________________________________

BOT INFORMATION
---------------

     Assignee will be called promptly upon receipt of the signed agreement.

Initial Funding Contact:                Subsequent Operations Contact:
-----------------------                 -----------------------------

Name:  __________________________       Name:  ___________________________
Telephone No.:  (214) ___________       Telephone No.:  (214) ____________
Fax No.:  (214) _________________       Fax No.: (214) ___________________
                                        BOT Telex No.:  __________________

Initial Funding Standards:
-------------------------

Libor - Fund 2 days after rates are set.

BOT Wire Instructions:        _____________________________
---------------------

Address for Notices for BOT:       1717 Main Street; Third Floor
---------------------------        Dallas, Texas 75201
                                   Attention: Corporate Banking Group
                                   Telephone: (214) _____________
                                   Telecopy: (214) _____________




                                 EXHIBIT D
              LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

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

Re:   Credit Agreement, dated __________, ____ (as the same may be  amended
or modified, the "Credit Agreement"), among Ennis Business Forms, Inc. (the
"Borrower"),  the  Lenders  named therein, the LC  Issuer  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
Borrower, provided, however, that the Agent may otherwise transfer funds as
hereafter   directed  in  writing  by  the  Borrower  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)

                                EXHIBIT E-1

                                 TERM NOTE


$___________________     ____________, _____

     Ennis Business Forms, Inc., a Texas corporation (the "Borrower"),
promises to pay to the order of ____________________________________ (the
"Lender") the aggregate unpaid principal amount of all Loans made by the
Lender to the Borrower under the Term Loan pursuant to Article II of the
Agreement (as hereinafter defined), in immediately available funds at the
main office of Bank One, Texas, N.A. in Dallas, Texas, as Agent, together
with interest on the unpaid principal amount hereof at the rates and on the
dates set forth in the Agreement.  The Borrower shall pay the principal of
and accrued and unpaid interest on the Loans in full on the Facility
Termination Date and shall make such mandatory payments as are required to
be made under the terms of Article II of the Agreement.

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

     This Note is one of the Term Notes issued pursuant to, and is entitled
to the benefits of, the Credit Agreement dated as of _______________,______
(which, as it may be amended or modified and in effect from time to time,
is herein called the "Agreement"), among the Borrower, the lenders party
thereto, including the Lender, the LC Issuer and Bank One, Texas, N.A., 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 guaranteed pursuant to the Guaranty, 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.


                                   ENNIS BUSINESS FORMS, INC.,
                                   a Texas corporation

                                   By:  ___________________________
                                   Print Name:  ___________________
                                   Title:  ________________________

                                EXHIBIT E-2

                              REVOLVING NOTE


$___________________     ___________, _______


     Ennis Business Forms, Inc., a Texas corporation (the "Borrower"),
promises to pay to the order of ____________________________________ (the
"Lender") the aggregate unpaid principal amount of all Loans made by the
Lender to the Borrower under the Revolving Credit Facility pursuant to
Article II of the Agreement (as hereinafter defined), in immediately
available funds at the main office of Bank One, Texas, N.A. in Dallas,
Texas, as Agent, together with interest on the unpaid principal amount
hereof at the rates and on the dates set forth in the Agreement.  The
Borrower shall pay the principal of and accrued and unpaid interest on the
Loans in full on the Facility Termination Date and shall make such
mandatory payments as are required to be made under the terms of Article II
of the Agreement.

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

     This Note is one of the Revolving Notes issued pursuant to, and is
entitled to the benefits of, the Credit Agreement dated as of
_______________,______ (which, as it may be amended or modified and in
effect from time to time, is herein called the "Agreement"), among the
Borrower, the lenders party thereto, including the Lender, the LC Issuer
and Bank One, Texas, N.A., 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 guaranteed pursuant to the
Guaranty, 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.


                                   ENNIS BUSINESS FORMS, INC.,
                                   a Texas corporation

                                   By:  __________________________
                                   Print Name:  __________________
                                   Title:  _______________________

                                SCHEDULE 1

                    SUBSIDIARIES AND OTHER INVESTMENTS
                        (See Sections 5.8 and 6.14)


       Investment In        Jurisdiction        Owned By          Percent
                                 of                              Ownership
                            Organization
Ennis  Business  Forms   of    Kansas     Ennis Business Forms,     100%
Kansas, Inc.                                      Inc.
Connolly  Tool and  Machine   Delaware    Ennis Business Forms,     100%
Company                                           Inc.
Admore, Inc.                   Texas      Ennis Business Forms,     100%
                                                  Inc.
PFC Products, Inc.            Delaware        Admore, Inc.          100%
Ennis Acquisitions, Inc.       Nevada     Ennis Business Forms,     100%
                                                  Inc.
Polaris Acquisition Corp.*   Minnesota    Ennis Business Forms,     100%
                                                  Inc.
Texas EBF, L.P.                Texas      Ennis Business Forms,     100%
                                                  Inc.
Ennis Sales, L.P.              Texas      Ennis Business Forms,     100%
                                                  Inc.
Ennis Management, L.P.         Texas      Ennis Business Forms,     100%
                                                  Inc.
Adams McClure I, L.P.          Texas      Ennis Business Forms,     100%
                                                  Inc.
American Forms I, L.P.         Texas      Ennis Business Forms,     100%
                                                  Inc.
Northstar  Computer  Forms,  Minnesota    Ennis Business Forms,     100%
Inc.*                                             Inc.
General  Financial  Supply,     Iowa       Northstar Computer       100%
Inc.                                           Forms, Inc.

*    Polaris Acquisition Corporation will cease to exist upon the
completion of the Merger of Polaris Acquisition Corporation into Northstar
Computer Forms, Inc.  Northstar Computer Forms, Inc. will be the surviving
entity of the Merger and will thereby become a wholly-owned subsidiary of
Ennis Business Forms, Inc.



                                SCHEDULE 2

                          INDEBTEDNESS AND LIENS
                    (See sections 5.14, 6.11 and 6.15)


    Indebtedness         Indebtedness         Property       Maturity and
    Incurred By            Owed To           Encumbered         Amount
                                              (If Any)     of Indebtedness
Northstar Computer   U.S. Bank National   7130 Northland   August 1, 2004
Forms, Inc.          Association          Circle           $1,733,411.10
                                          North Brooklyn
                                          Park,
                                          MN 55428
Ennis       Business TABIQUES L.L.C.      3463 E.          November 15,
Forms, Inc.                               Commerce St.     2002
                                          San Antonio,     437,500
                                          Texas
Ennis Business       IBM Credit           Various          May 25, 2002
Forms, Inc.          Corporation          scheduled        256,305
                                          computer
                                          equipment


LIENS:

Ennis Business Forms, Inc.                             Mead     Corporation
                                             Lien filed by Mead Corporation
                                             to  protect their interest  in
                                             consigned  paper  located   in
                                             Ennis  facilities.   Paper  is
                                             owned  by  Mead until Consumed
                                             by Ennis.

Ennis Business Forms, Inc.                         FUJI  Photo Film U.S.A.,
                                             Inc.       Lien filed to cover
                                             FUJI   equipment  located   in
                                             Ennis facility.  Equipment  is
                                             provided by FUJI as inducement
                                             to use their product.

Ennis Business Forms, Inc.                         Mitsubishi Imaging  (MC)
                                             Inc.       Lien filed to cover
                                             Mitsubishi  equipment  located
                                             in  Ennis  facility. Equipment
                                             is  provided by Mitsubishi  as
                                             inducement   to   use    their
                                             product.