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                                CREDIT AGREEMENT

                                     BETWEEN

                             THERAGENICS CORPORATION

                                       AND

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                          CLOSING DATE: AUGUST 30, 1999





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                                      -iii-

                                                    -i-
                                TABLE OF CONTENTS

1.       DEFINITIONS, TERMS AND REFERENCES.................................... 1
         1.1.     Certain Definitions......................................... 1
         1.2.     Use of Defined Terms........................................10
         1.3.     Accounting Terms............................................10
         1.4.     UCC Terms...................................................10
2.       THE FINANCING........................................................10
         2.1.     Extensions of Credit........................................10
                  2.1.1.   Line of Credit A...................................10
                  2.1.2.   Line of Credit B...................................11
                  2.1.3.   Line of Credit C...................................11
                  2.1.4.   Letters of Credit..................................12
                  2.1.5.   Term Loan..........................................12
         2.2.     Interest and Other Charges..................................13
                  2.2.1.   Interest at Applicable Rate........................13
                  2.2.2.   Fees...............................................16
                  2.2.3.   Capital Adequacy...................................17
                  2.2.4.   Usury Savings Provisions...........................17
         2.3.     General Provisions as to Payments...........................18
                  2.3.1.   Method of Payment..................................18
                  2.3.2.   Application of Payment.............................18
3.       GENERAL REPRESENTATIONS AND WARRANTIES...............................18
         3.1.     Existence and Qualification.................................18
         3.2.     Authority; and Validity and Binding Effect..................18
         3.3.     Incumbency and Authority of Signing Officers................19
         3.4.     No Material Litigation......................................19
         3.5.     Taxes.......................................................19
         3.6.     Capital.....................................................19
         3.7.     Organization................................................19
         3.8.     Insolvency..................................................19
         3.9.     Title.......................................................19
         3.10.    Margin Stock................................................19
         3.11.    No Violations...............................................20
         3.12.    Financial Statements........................................20
         3.13.    Pollution and Environmental Control.........................20
         3.14.    Possession of Permits.......................................21
         3.15.    Subsidiaries................................................21
         3.16.    Federal Taxpayer Identification Number......................21
         3.17.    Employee Benefit Plans......................................21
         3.18.    Year 2000 Compliance........................................21
4.       AFFIRMATIVE COVENANTS................................................21
         4.1.     Right to Inspect and Conduct Audits.........................21
         4.2.     Periodic Financial Statements...............................21
         4.3.     Annual Financial Statements.................................22
         4.4.     SEC Reports.................................................22
         4.5.     Payment of Taxes............................................22
         4.6.     Maintenance of Insurance....................................22
         4.7.     Compliance Certificate......................................22
         4.8.     Preservation of Existence...................................23
         4.9.     Compliance With Laws........................................23
         4.10.    Certain Required Notices....................................23
         4.11.    Year 2000 Compliance........................................23
5.       NEGATIVE COVENANTS...................................................23
         5.1.     Encumbrances................................................23
         5.2.     Debt........................................................24
         5.3.     Contingent Liabilities......................................24
         5.4.     Dividends...................................................24
         5.5.     Redemption..................................................24
         5.6.     Investments.................................................24
         5.7.     Mergers.....................................................25
         5.8.     Affiliate Transactions......................................25
         5.9.     Subsidiaries................................................25
         5.10.    Fiscal Year.................................................25
         5.11.    Disposition of Assets.......................................25
         5.12.    Employee Benefit Plans......................................25
6.       FINANCIAL COVENANTS..................................................25
         6.1.     FD/TCF Ratio................................................25
         6.2.     Tangible Net Worth..........................................26
7.       EVENTS OF DEFAULT....................................................26
         7.1.     Obligations.................................................26
         7.2.     Misrepresentations..........................................26
         7.3.     Certain Covenants...........................................27
         7.4.     Other Covenants.............................................27
         7.5.     Other Debts.................................................27
         7.6.     Voluntary Bankruptcy........................................27
         7.7.     Involuntary Bankruptcy......................................27
         7.8.     Judgments...................................................28
         7.9.     Disavowal of Certain Obligations............................28
         7.10.    Material Adverse Change.....................................28
         7.11.    Change of Control, Etc......................................28
8.       REMEDIES.............................................................28
         8.1.     Acceleration of the Obligations.............................28
         8.2.     Default.....................................................29
         8.3.     Other Remedies..............................................29
9.       MISCELLANEOUS........................................................29
         9.1.     Waiver......................................................29
         9.2.     GOVERNING LAW...............................................29
         9.3.     Survival....................................................29
         9.4.     Assignments.................................................29
         9.5.     Counterparts................................................30
         9.6.     Reimbursement...............................................30
         9.7.     Successors and Assigns......................................30
         9.8.     Severability................................................30
         9.9.     Notices.....................................................30
         9.10.    Entire Agreement: Amendments................................31
         9.11.    Time of Essence.............................................31
         9.12.    Interpretation..............................................31
         9.13.    Lender Not a Joint Venturer.................................31
         9.14.    JURISDICTION................................................31
         9.15.    Acceptance..................................................32
         9.16.    Cure of Defaults by Lender..................................32
         9.17.    Recitals....................................................32
         9.18.    Attorney-in-Fact............................................32
         9.19.    Sole Benefit................................................32
         9.20.    Indemnification.............................................32
         9.21.    JURY TRIAL WAIVER...........................................32
         9.22.    Terminology.................................................33
         9.23.    Exhibits....................................................33
10.      CONDITIONS PRECEDENT.................................................33
         10.1.    Secretary's Certificate.....................................33
         10.2.    Good Standing Certificates..................................34
         10.3.    Loan Documents..............................................34
         10.4.    Opinion of Counsel..........................................34




<PAGE>




                                CREDIT AGREEMENT


PREAMBLE.  THIS CREDIT AGREEMENT,  made, entered into and effective as of August
30,  1999,  by and  between  THERAGENICS  CORPORATION,  a  Delaware  corporation
("Borrower");   and  WACHOVIA  BANK,  NATIONAL  ASSOCIATION,   a  national  bank
("Lender").

                              W I T N E S S E T H :

         WHEREAS,   Borrower  has  applied  to  Lender  for  certain  financing,
consisting of three separate lines of revolving credit, all as more particularly
described hereinbelow; and

         WHEREAS,  Lender is willing to extend  such  financing  to  Borrower in
accordance  with the  terms  hereof  upon the  execution  of this  Agreement  by
Borrower,  compliance by Borrower  with all of the terms and  provisions of this
Agreement and  fulfillment of all conditions  precedent to Lender's  obligations
herein contained;

         NOW,  THEREFORE,  to induce Lender to extend the financing provided for
herein,  and for other good and  valuable  consideration,  the  sufficiency  and
receipt  of all of which  are  acknowledged  by  Borrower,  Lender  agrees  with
Borrower as follows:

         1.       DEFINITIONS, TERMS AND REFERENCES.

                  1.1. Certain  Definitions.  In addition to such other terms as
elsewhere  defined  herein,  as used in this  Agreement  and in any  Exhibit  or
Schedule attached hereto, the following terms shall have the following meanings:

         "Advance"  shall mean an advance of borrowed funds made by Lender to or
on behalf of Borrower under a Line of Credit  pursuant to this Agreement.

         "Affiliate"  shall mean,  with respect to any Person,  any other Person
Controlling, Controlled by or under common Control with such Person.

         "Agreement"  shall mean this Credit  Agreement,  as it may be modified,
amended or supplemented  from time to time;  together with any and all Schedules
or Exhibits attached hereto.

         "Applicable  Margin"  shall  have the  meaning  given  to such  term in
Section 2.2.1.

         "Applicable  Rate" shall mean the  interest  rate per annum  payable on
outstanding Advances,  as is defined and more particularly  described in Section
2.2.1.

         "Bankruptcy  Code" shall mean Title 11 of the United States Code, as it
may be amended from time to time.

         "Borrower" shall have the meaning given to such term in the preamble to
this Agreement.

         "Borrower  Information Schedule" shall mean an information schedule, to
be  completed  by Borrower,  in  substantially  the form of Exhibit "A" attached
hereto.

         "Borrowings"  shall mean  Advances  of  borrowed  funds under a Line of
Credit or pursuant to the Term Loan made  hereunder  to or on behalf of Borrower
pursuant to this Agreement.

         "Business Day" shall mean a day on which Lender is open for the conduct
of banking  business  at its  principal  office in Atlanta,  Georgia;  provided,
however,  that,  for  purposes of  determining  the timing of requests  for, and
establishing  the  Applicable  Rate  on,  LIBOR  Borrowings,   and  LIBOR  Index
Borrowings,  "Business Day" shall mean, additionally,  any day on which dealings
in United  States  Dollar  deposits are also being  carried out by Lender in the
London interbank eurodollar market.

         "Closing Date" shall mean the date set forth on the cover page as the
"Closing Date."

         "Compliance  Certificate"  shall mean a  certificate  to be signed by a
duly authorized officer of Borrower pursuant to Section 4.7 in substantially the
form of Exhibit "B" attached hereto.

         "Consolidated  Subsidiaries"  shall mean those Subsidiaries of Borrower
(if any) existing from time to time which, for purposes of GAAP, are required to
be consolidated for financial reporting purposes.

         "Control,"  "Controlled" or  "Controlling"  shall mean, with respect to
any Person,  the direct or  indirect  beneficial  ownership  of more than twenty
percent  (20%) of the voting  securities  or voting equity of such Person or the
power  to  direct  the  management  and  policies  of  such  Person,   directly,
indirectly, whether through contract or otherwise.

         "Debt" shall mean, with respect to any Person, and without duplication,
(a) all items,  except items of  shareholders'  and partners'  equity or capital
stock or surplus or general  contingency  or  deferred  tax  reserves,  which in
accordance with GAAP would be included in determining total liabilities as shown
on the  liability  side of a balance  sheet of such Person,  including,  without
limitation, with respect to any secured non-recourse obligations of such Person,
the  higher of the book  value or fair  market  value of the  property  or asset
securing such obligation (if less than the amount of such  obligation),  (b) all
direct or indirect  obligations of any other Person secured by any Lien to which
any property or asset owned by such Person is subject, but only to the extent of
the higher of the fair market  value or the book value of the  property or asset
subject  to such  Lien (if less  than the  amount  of such  obligation),  if the
obligation  secured  thereby  shall not have been  assumed (c) to the extent not
otherwise  included,  all capitalized  lease  obligations of such Person and all
obligations  of such Person with respect to leases  constituting  part of a sale
and  lease-back  arrangement  (but  excluding  those  relating  to the Oak Ridge
Transaction),  (d) all  reimbursement  obligations  with respect to  outstanding
letters of credit, and (e) to the extent not otherwise included, all obligations
subject to Guaranties of such Person or its Subsidiaries.

         "Default Condition" shall mean the occurrence of any event which, after
satisfaction  of any  requirement for the giving of notice or the lapse of time,
or both, would become an Event of Default.

         "Default  Rate"  shall mean that  interest  rate per annum equal to two
percent (2%) per annum in excess of the otherwise Applicable Rate payable on any
Obligation.

         "Dollars" or "$" shall mean United States Dollars.

         "Employee Benefit Plan" shall mean any "employee welfare benefit plan",
as that term is defined in Section 3(1) of ERISA, any "employee  pension benefit
plan", as that term is defined in Section 3(2) of ERISA, or any other plan which
is subject to the  provisions  of Title IV of ERISA  which is for the benefit of
any  employees of Borrower  and any  employees  of any  Subsidiary  or any other
entity which is a member of a "controlled  group" or under "common control" with
Borrower, as such terms are defined in Section 4001(a)(14) of ERISA.

         "Environmental  Laws"  shall mean all  federal,  state and local  laws,
rules, regulations, ordinances, programs, permits, guidances, orders and consent
decrees relating to health,  safety and  environmental  matters,  whether now or
hereafter  existing,  including,  but not limited to state and federal superlien
and environmental cleanup laws and U.S. Department of Transportation regulations
and  any  other  state  or  local  law  or  regulation  relating  to  pollution,
reclamation,  or  protection  of the  environment,  including  laws  relating to
emissions,   discharges,   releases  or  threatened   releases  of   pollutants,
contaminants,  or hazardous or toxic  materials  or wastes into air,  water,  or
land, or otherwise relating to the manufacture,  processing,  distribution, use,
treatment, storage, disposal, transport, or handling of pollutants, contaminants
or hazardous or toxic materials or wastes.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as may be amended from time to time.

         "Event of Default" shall mean any of the events or conditions described
in  Article 7,  provided  that any  requirement  for the giving of notice or the
lapse of time, or both, has been satisfied.

         "FD/TCF  Ratio"  shall have the  meaning  given to such term in Section
6.1.

         "Fiscal  Year",  in respect of a Person,  shall mean the fiscal year of
such Person,  as employed by such Person as of the Closing Date,  and designated
as such on the Borrower Information Schedule, as to Borrower.  The terms "Fiscal
Quarter" and "Fiscal Month" shall correspond accordingly thereto.

         "GAAP" shall mean generally accepted accounting principles consistently
applied for the fiscal period(s) in question.

         "Guarantor"  shall mean,  individually  and  collectively,  any and all
Subsidiaries of Borrower which  subsequent to the Closing Date,  pursuant to the
operation  and effect of Section  5.9,  executed a  Guaranty.  As of the Closing
Date, there are no Guarantors.

         "Guaranty"  shall mean any  agreement  or other  writing  executed by a
Guarantor guaranteeing payment of any of the Obligations. Each Guaranty shall be
substantially  in the form of Exhibit  "C"  attached  hereto,  unless  otherwise
accepted and approved by Lender.

         "Interest  Period" shall mean:  (i) in respect of LIBOR  Borrowings,  a
period  commencing on the date of such  borrowing and ending on the  numerically
corresponding date in the first (1st),  second (2nd), third (3rd) or sixth (6th)
month  thereafter,  as  Borrower  may  elect in the  applicable  notice  of such
borrowing to be given pursuant to Section  2.2.1;  provided,  however,  that any
such Interest Period in respect of LIBOR Borrowings which would otherwise end on
a day which is not a  Business  Day  shall be  extended  to the next  succeeding
Business Day unless such Business Day falls in another  calendar month, in which
case such Interest Period shall end on the next preceding  Business Day, and any
Interest Period which begins on the last Business Day of a calendar month (or on
a day for which there is no  numerically  corresponding  day in the  appropriate
subsequent calendar month) shall end on the last Business Day of the appropriate
subsequent  calendar  month;  and (ii) in respect of LIBOR Index  Borrowings,  a
period commencing on the first calendar day of each calendar month and ending on
the last  calendar  day of such  calendar  month;  provided,  however,  that the
initial such  Interest  Period in respect of LIBOR Index  Borrowings  shall be a
period from the Closing Date  through the last day of the  Calendar  Month which
includes the Closing Date.

         "Interest Rate Determination  Date" shall mean, (i) in respect of LIBOR
Borrowings,  three (3)  Business  Days  prior to the first day of each  Interest
Period.;  and (ii) in respect of LIBOR Index  Borrowings,  two (2) Business Days
prior to the first day of each Interest Period.

         "Lender"  shall have the meaning  given to such term in the preamble to
this Agreement.

         "Letter of Credit" shall have the meaning given to such term in Section
2.1.4.

         "Letter of Credit  Obligations"  shall mean all Obligations of Borrower
arising in respect of Letters of Credit, including,  without limitation, (i) all
contingent  liabilities  arising in respect of Letters of Credit issued, but not
drawn  upon,  and (ii) all  reimbursement  liabilities  arising  in  respect  of
drawings made under Letters of Credit.

         "LIBOR  Borrowings"  shall mean those Borrowings which Borrower elects,
pursuant to Section  2.2.1,  to bear interest at a rate per annum  determined by
reference to the LIBOR Rate plus the Applicable Margin described therein.

         "LIBOR Index Rate" shall mean,  with respect to any Interest Period for
LIBOR Index Borrowings, an interest rate per annum computed by dividing: (x) the
rate per  annum  determined  by  Lender  from  time to time on the  basis of the
offered rate for deposits in dollars in the London interbank borrowing market of
amounts equal to or comparable to the maximum amount of Line of Credit B offered
for  a  term  comparable  to  the  relevant  Interest  Period  for  LIBOR  Index
Borrowings,  which rate appears on the display  designated as page "3750" of the
Telerate  Service (or such other page as may replace page "3750" of that service
or such other  service or services as may be nominated  by the British  Bankers'
Association  for the purpose of displaying  London  interbank  offered rates for
U.S.  dollar  deposits)  as of 11:00 a.m.,  London time,  on the  Interest  Rate
Determination Date for LIBOR Index Borrowings pertaining to such Interest Period
(which rate shall be rounded upward,  if necessary,  to the next higher 1/10,000
of 1%);  provided,  however,  that if more than one such offered rate appears on
such service on such date, the offered rate shall be deemed to be the arithmetic
average  (rounded  upward,  if necessary,  to the next higher of 1/100 of 1%) of
such offered  rates;  by (y) the number 1 minus any then  applicable  percentage
(expressed  as a decimal)  which is in effect on such day, as  prescribed by the
Board  of  Governors  of the  Federal  Reserve  System  (or its  successor)  for
determining the reserve  requirement for the Lender in respect of  "Eurocurrency
liabilities"  (or any other category of liabilities  which includes  deposits by
reference to which the interest  rate on such  borrowings  is  determined or any
category of  extensions  of credit or other  assets  which  includes  loans by a
non-United  States office of Lender to United States residents)  hereunder.  The
LIBOR Index Rate shall be adjusted automatically on and as of the effective date
of any change in the  percentage  described  in the  foregoing  clause (y).  The
determination  of the LIBOR Index Rate shall also be based on such other factors
as Lender deems relevant thereto for purposes of determining such index rate.

         "LIBOR  Index  Borrowings"  shall mean those  Borrowings  under Line of
Credit B bearing  interest at a rate per annum  determined  by  reference to the
LIBOR Index Rate plus the Applicable Margin.

         "LIBOR  Rate" shall mean,  with  respect to any  Interest  Period for a
LIBOR Borrowing,  an interest rate per annum computed by dividing:  (x) the rate
per annum  determined  by Lender  from time to time on the basis of the  offered
rate for deposits in dollars in the London interbank borrowing market of amounts
equal to or comparable to the amount of a requested  borrowing under the Line of
Credit to which such Interest  Period relates  offered for a term  comparable to
such  Interest  Period,  which rate  appears on the display  designated  as page
"3750" of the Telerate Service (or such other page as may replace page "3750" of
that  service  or such other  service or  services  as may be  nominated  by the
British  Bankers'  Association  for the purpose of displaying  London  interbank
offered rates for U.S.  dollar  deposits) as of 11:00 a.m.,  London time, on the
Interest Rate  Determination  Date for such LIBOR  Borrowing  pertaining to such
Interest Period (which rate shall be rounded upward,  if necessary,  to the next
higher 1/10,000 of 1%);  provided,  however,  that if more than one such offered
rate appears on such  service on such date,  the offered rate shall be deemed to
be the arithmetic  average (rounded upward, if necessary,  to the next higher of
1/100  of 1%) of  such  offered  rates;  by (y) the  number  1  minus  any  then
applicable  percentage  (expressed as a decimal) which is in effect on such day,
as  prescribed by the Board of Governors of the Federal  Reserve  System (or its
successor) for determining the reserve  requirement for the Lender in respect of
"Eurocurrency  liabilities" (or any other category of liabilities which includes
deposits  by  reference  to  which  the  interest  rate  on such  borrowings  is
determined  or any  category  of  extensions  of  credit or other  assets  which
includes  loans by a  non-United  States  office  of  Lender  to  United  States
residents) hereunder.  The LIBOR Rate shall be adjusted  automatically on and as
of the effective date of any change in the percentage described in the foregoing
clause (y).

         "Lien" shall mean any deed to secure debt,  deed of trust,  mortgage or
similar instrument, and any lien, security interest, or preferential arrangement
which has the practical  effect of  constituting a security  interest,  security
title,  pledge,  charge,  encumbrance  or  servitude  of any  kind,  whether  by
consensual  agreement  or by  operation  of statute or other  law,  and  whether
voluntary or involuntary, including, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof.

         "Line  of  Credit  A" shall  mean the  committed  Line of  Credit  in a
principal amount equal to the Line of Credit  Commitment A established by Lender
in favor of Borrower pursuant to Section 2.1.1.

         "Line  of  Credit  B" shall  mean the  committed  Line of  Credit  in a
principal amount equal to the Line of Credit  Commitment B established by Lender
in favor of Borrower pursuant to Section 2.1.2.

         "Line of Credit  C" shall  mean the  uncommitted  Line of Credit in the
principal amount of Ten Million Dollars  ($10,000,000)  established by Lender in
favor of Borrower pursuant to Section 2.1.3.

         "Lines of Credit" shall mean,  collectively,  Line of Credit A, Line of
Credit B and Line of Credit C; and "Line of  Credit"  shall  refer  individually
thereto.

         "Line of Credit  Commitment  A" shall mean the  Commitment of Lender to
extend credit to Borrower  under Line of Credit A in up to the principal  amount
of up to Thirty-Five  Million  Dollars  ($35,000,000),  subject to the terms and
conditions  set forth in Section  2.1.1;  as it may be reduced  pursuant  to the
operation and effect of Section 2.1.5.

         "Line of Credit  Commitment  B" shall mean the  Commitment of Lender to
extend credit to Borrower  under Line of Credit B in up to the principal  amount
of up to Five Million Dollars ($5,000,000),  subject to the terms and conditions
set forth in Section 2.1.2.

         "Line of Credit Commitments" shall mean,  collectively,  Line of Credit
Commitment A and Line of Credit  Commitment  B; and "Line of Credit  Commitment"
shall refer individually thereto.

         "Master  Note A" shall  mean the  master  promissory  note,  dated  the
Closing  Date,  issued by Borrower to the order of Lender in a principal  amount
equal to the Line of  Credit  A  Commitment;  together  with any  extensions  or
renewals thereof, and any amendments thereto.

         "Master  Note B" shall  mean the  master  promissory  note,  dated  the
Closing  Date,  issued by Borrower to the order of Lender in a principal  amount
equal to the Line of  Credit  B  Commitment;  together  with any  extensions  or
renewals thereof, and any amendments thereto.

         "Master  Note C" shall  mean the  master  promissory  note,  dated  the
Closing Date,  issued by Borrower to the order of Lender,  in a principal amount
equal to the maximum  principal  amount of Line of Credit C,  together  with any
extensions or renewals thereof, and any amendments thereto.

         "Master  Notes" shall mean  collectively,  Master Note A, Master Note B
and Master Note C; and "Master  Note" shall  refer  individually  thereto.  Each
Master Note shall be substantially in the form of Exhibit "D".

         "Material  Adverse  Change" shall mean with respect to any event,  act,
condition or occurrence of whatever nature (including any adverse  determination
in any  litigation,  arbitration or governmental  investigation  or proceeding),
whether  singly or in conjunction  with any other event or events,  act or acts,
condition or conditions,  occurrence or occurrences,  whether or not related,  a
material  adverse  change  in, or a material  adverse  effect  upon,  any of the
financial condition,  operations, business or properties of the Borrower and its
Consolidated Subsidiaries taken as a whole.

         "Note"  shall mean any  instrument  at any time  evidencing  all or any
portion of any Obligations.  The term "Note" shall include,  without limitation,
each Master Note and any Term Note. The term "Notes" shall refer,  collectively,
to the foregoing.

         "Oak  Ridge  Transaction"  shall  mean  a  sale/leaseback   transaction
involving, all or part of Borrower's Oak Ridge, Tennessee facility, which may be
entered into by Borrower subsequent to the Closing Date.

         "Obligations"  shall  mean any and all  Debts  of  Borrower  to  Lender
arising  hereunder or as a result  hereof,  whether  evidenced  by any Note,  or
constituting  Advances,  Letter of Credit Obligations or otherwise,  and any and
all  extensions or renewals  thereof in whole or in part;  together with any and
all future or additional obligations of Borrower to Lender whatsoever and in any
event,  whether  existing as of the date hereof or  hereafter  arising,  whether
arising under a loan, lease, credit card arrangement,  line of credit, letter of
credit or other type of financing,  and whether evidenced by, arising out of, or
relating to, a promissory note, bill of exchange,  check, draft, bond, letter of
credit,  guaranty  agreement,  bankers'  acceptance,  foreign exchange contract,
interest rate protection agreement,  derivative product or contract,  commitment
fee, service charge or otherwise.

         "Permitted  Encumbrances"  shall mean:  (i) Liens for taxes not yet due
and payable or being  actively  contested as permitted by this  Agreement;  (ii)
carriers', warehousemen's,  mechanics', materialmen's, repairmen's or other like
Liens arising in the ordinary  course of business;  (iii) pledges or deposits in
connection with worker's  compensation,  unemployment insurance and other social
security  legislation;  (iv)  deposits to secure the  performance  of utilities,
leases,  statutory obligations and surety and appeal bonds and other obligations
of a  like  nature  arising  by  statute  or  under  customary  terms  regarding
depository  relationships on deposits held by financial  institutions  with whom
Borrower has a banker-customer  relationship;  (vi) typical restrictions imposed
by  licenses   and  leases  of  software   (including   location   and  transfer
restrictions);  (vii) Liens in favor of Lender; (viii) Liens granted by Borrower
or any  Subsidiary  to vendors  or  financiers  of capital  assets to secure the
payment  of  Purchase  Money  Debt so long as (A) such Debt is  permitted  to be
incurred  hereunder,  (B) such  Liens  extend  only to the  specific  assets  so
purchased,  secure only such deferred payment  obligation and related  interest,
fees and  charges and no other Debt,  and (C) such Liens are  promptly  released
upon the payment in full of such Debt;  and (ix) other Liens  securing  not more
than $250,000 of Debt.

         "Person" shall mean any individual,  partnership,  corporation, limited
liability company, joint venture, joint stock company, trust,  governmental unit
or other entity.

         "Prime  Borrowings"  shall mean any  Borrowings  which,  at  Borrower's
election or Lender's  requirement,  under  Section  2.2.1,  bear interest at the
Prime Rate.

         "Prime Rate" refers to that  interest  rate so  denominated  and set by
Lender from time to time as an  interest  rate basis for  borrowings.  The Prime
Rate is but one of several  interest rate bases used by Lender.  Lender  extends
credit at interest rates equal to, above and below the Prime Rate.

         "Purchase  Money  Debt"  shall mean Debt  incurred  by  Borrower or any
Subsidiary in connection  with the  acquisition  of capital  assets for the cost
thereof (including any for the deferred payment of any purchase price).

         "Quoted Rate",  in respect of Borrowings  under Line of Credit C, shall
mean that  interest  rate per annum quoted by Lender and accepted by Borrower as
the Applicable Rate in respect of such Borrowings upon the making of any advance
under Line of Credit C. To be effective,  each Quoted Rate  (together with terms
of payment  thereof)  must be offered,  and  accepted,  in writing by Lender and
Borrower, respectively.

         "Subordinated  Debt" shall mean any  unsecured  Debt of Borrower or any
Subsidiary to any Person for borrowed  funds or for the deferred  payment of any
purchase price which, by written agreement in form and substance satisfactory to
Lender,  has been  subordinated in right of payment and claim, to the rights and
claims of Lender in respect of the Obligations on terms and conditions otherwise
accepted and approved by Lender.

         "Subsidiary"   shall  mean  any  corporation,   partnership,   business
association  or other entity  (including any Subsidiary of any of the foregoing)
of which Borrower owns, directly or indirectly through one or more Subsidiaries,
fifty percent (50%) or more of the capital stock or other equity interest having
ordinary  power for the  election  of  directors  or others  performing  similar
functions.

         "Term Loan" shall have the meaning given to such term in Section 2.1.5.

         "Term Loan  Conversion  Date" shall have the meaning given to such term
in Section 2.1.5.

         "Term Note" shall mean the term  promissory  note,  dated the Term Loan
Conversion Date, issued by Borrower to the order of Lender in a principal amount
equal to the Term Loan;  together with any extensions or renewals  thereof,  and
any amendments thereto.
The Term Note shall be substantially in the form of Exhibit "E".

         "Termination  Date"  shall  mean,  in the  case of the  Line of  Credit
Commitments, that date which is the third (3rd) anniversary of the Closing Date;
provided,  however, that at Lender's sole option,  exercisable by written notice
to such effect given to Borrower by Lender within thirty (30) days of the end of
each anniversary of the Closing Date, in  substantially  the form of Exhibit "H"
attached hereto,  Lender may extend the Termination Date, as to either (or both)
of the Line of Credit  Commitments,  or Line of Credit C, at Borrower's request,
for  successive  periods of one (1) year each measured from such  anniversary of
the Closing Date.

         "Year 2000  Compliant and Ready" shall mean that the Borrower's and its
Subsidiaries' hardware and software systems with respect to the operation of its
business  and its  general  business  plan  will:  (i) handle  date  information
involving  any and all dates  before,  during  and/or  after  January  1,  2000,
including accepting input,  providing output and performing date calculations in
whole or in part;  (ii)  respond to and  process  two digit  year input  without
creating any ambiguity as to the century; and (iii) store and provide date input
information without creating any ambiguity as to the century.

                  1.2. Use of Defined Terms. All terms defined in this Agreement
and the  Exhibits  shall have the same defined  meanings  when used in any other
Loan Documents, unless the context shall require otherwise.

                  1.3.     Accounting  Terms. All accounting terms not
specifically  defined herein shall have the meanings  generally
attributed to such terms under GAAP.

                  1.4.  UCC  Terms.  The  terms  "accounts",   "chattel  paper",
"instruments",  "general intangibles",  "inventory," "equipment" and "fixtures",
as and when used in the Loan  Documents,  shall have the same meanings  given to
such terms under the UCC.

         2.   THE FINANCING.

                  2.1.     Extensions of Credit.

                           2.1.1.   Line of Credit A. On the Closing  Date,
subject to  fulfillment  of all  conditions  precedent setforth in Section 11,
Lender agrees to open Line of Credit A in favor of Borrower so that,  during the
period from the  Closing  Date to, but not  including,  the Termination  Date,
so long as there is not in existence any Default Condition or Event of Default
and the requested Borrowing,  if made, will not cause a Default Condition  or
Event of  Default  to exist,  Borrower  may  borrow  and repay and
reborrow Advances under Line of Credit A in up to a maximum aggregate  principal
amount outstanding at any one time equal to the original principal amount of the
Line of Credit  Commitment A. All proceeds of Advances so obtained under Line of
Credit A may be used by Borrower  in such  manner as  Borrower  may elect in the
ordinary  course of its  business  operations,  including,  without  limitation,
investments  in capital  assets.  The Debts  arising from Advances made to or on
behalf of Borrower  under Line of Credit A shall be  evidenced by Master Note A,
which shall be executed by Borrower and delivered to Lender on the Closing Date.
The  outstanding  principal  amount of Master Note A may fluctuate  from time to
time,  but shall be due and payable in full on the  Termination  Date, and shall
bear interest from the date of each disbursement of principal until paid in full
at the  Applicable  Rate,  payable in the  manner  described  in Section  2.2.1.
Subject  to any  contrary  provisions  of  Section  2.2.1  in  respect  of LIBOR
Borrowings,  Borrower  shall have the option to request  Advances  under Line of
Credit A by telephone  or in a writing  delivered to Lender not later than 11:00
a.m.  (Atlanta,  Georgia time) on the date of the requested  Advance;  provided,
however,  that, unless otherwise approved by Lender,  telephone requests must be
confirmed in writing not later than the Business Day following the  disbursement
of the requested Advance.

                           2.1.2.   Line of Credit B. On the Closing  Date,
subject to  fulfillment  of all  conditions  precedent set forth in Section 11,
Lender agrees to open Line of Credit B in favor of Borrower so that,  during
the period from the  Closing  Date to, but not  including,  the Termination
Date, so long as there is not in existence any Default Condition or
Event of Default and the requested Borrowing,  if made, will not cause a Default
Condition  or Event of  Default  to exist,  Borrower  may  borrow  and repay and
reborrow Advances under Line of Credit B in up to a maximum aggregate  principal
amount outstanding at any one time equal to the original principal amount of the
Line of Credit  Commitment B. All proceeds of Advances so obtained under Line of
Credit B may be used by Borrower  in such  manner as  Borrower  may elect in the
ordinary  course of its  business  operations,  including,  without  limitation,
investments  in capital  assets.  The Debts  arising from Advances made to or on
behalf of Borrower  under Line of Credit B shall be  evidenced by Master Note B,
which shall be executed by Borrower and delivered to Lender on the Closing Date.
The  outstanding  principal  amount of Master Note B may fluctuate  from time to
time,  but shall be due and payable in full on the  Termination  Date, and shall
bear interest from the date of each disbursement of principal until paid in full
at the  Applicable  Rate,  payable in the  manner  described  in Section  2.2.1.
Borrower  shall have the option to  request  Advances  under Line of Credit B by
telephone  or in a  writing  delivered  to  Lender  not later  than  11:00  a.m.
(Atlanta, Georgia time) on the date of the requested Advance; provided, however,
that, unless otherwise approved by Lender,  telephone requests must be confirmed
in writing not later than the Business Day  following  the  disbursement  of the
requested Advance.

                           2.1.3.   Line of Credit C. On the Closing  Date,
subject to  fulfillment  of all  conditions  precedent set forth in Section 11,
Lender agrees to open Line of Credit C in favor of Borrower so that,  during
the period from the  Closing  Date to, but not  including,  the Termination
Date, so long as there is not in existence any Default Condition or
Event of Default and the requested Borrowing,  if made, will not cause a Default
Condition or Event of Default to exist, Borrower may request Advances under Line
of Credit C, it being understood and agreed,  however,  by Borrower that Line of
Credit  C is not a  committed  credit  facility  and  that  Lender,  in its sole
discretion, shall have the right, at any time or from time to time, to refuse to
honor any such request by Borrower for an Advance  under Line of Credit C, or to
impose such limitation on the amounts of such Advances or the frequency of their
disbursement  as Lender,  in its sole  discretion,  may require.  Subject to the
foregoing,  all proceeds of any Advances so obtained  under Line of Credit C may
be used by Borrower in such manner as Borrower may elect in the ordinary  course
of its  business  operations,  including,  without  limitation,  investments  in
capital assets. The Debts arising from Advances made to or on behalf of Borrower
under  Line of Credit C shall be  evidenced  by Master  Note C,  which  shall be
executed  by  Borrower  and  delivered  to  Lender  on  the  Closing  Date.  The
outstanding  principal  amount of Master Note C may fluctuate from time to time,
but shall be due and payable in full on demand,  but in any event not later than
the Termination Date, and shall bear interest from the date of each disbursement
of  principal  until  paid in full at the  Quoted  Rate,  payable  in the manner
described in Section 2.2.1.  Borrower shall have the option to request  Advances
under  Line of Credit C by  telephone  or in a writing  delivered  to Lender not
later than  11:00  a.m.  (Atlanta,  Georgia  time) on the date of the  requested
Advance; provided, however, that, unless otherwise approved by Lender, telephone
requests  must be confirmed in writing not later than the Business Day following
the disbursement of the requested Advance.

                           2.1.4.   Letters  of  Credit.  In  addition  to the
foregoing,  so long as Line of Credit A  remains  open, Borrower shall have the
further right to apply for, and obtain  standby  letters of credit  ("Letters
of Credit") to be issued by Lender for Borrower for use by Borrower  in the
ordinary  course  of its  business  operations  pursuant  to a
separate  application  and  agreement  (one per each  Letter  of  Credit)  to be
executed at time of issuance between Lender and Borrower, which shall set forth,
among other things, the purpose,  beneficiary, the expiry date and credit limit,
together  with the fees and  charges  imposed  by Lender  for the  issuance  and
administration  thereof.  All outstanding  Letter of Credit Obligations shall be
reserved by Lender against borrowing availability under Line of Credit A. Lender
shall have the continuing right to charge as Advances any outstanding  Letter of
Credit Obligations,  and any fees and charges associated  therewith,  which have
become due and payable. Lender shall have the further right from time to time to
impose a sublimit  on the  aggregate  amounts of Letters of Credit and Letter of
Credit  Obligations  which at any one time may be  outstanding,  which  sublimit
shall be equal to Five Million Dollars ($5,000,000).

                           2.1.5.   Term Loan. At Borrower's  option,  on any
Business Day not later than the second (2nd)  anniversary of the Closing Date
(the "Term Loan Conversion  Date"),  Borrower shall have the right to convert
up to Twenty Five  Million  Dollars  ($25,000,000)  in existing Borrowings
under Line of Credit A to a term loan (the "Term  Loan");  provided,
however,  that (i) Borrower has given  Lender at least ten (10)  Business  Days'
advance  written  notice to such  effect,  (ii) no Event of  Default  or Default
Condition then exists or otherwise would result therefrom, and (iii) the Line of
Credit A Commitment shall reduce, dollar-for-dollar,  by the principal amount of
the Term Loan, effective on the Term Loan Conversion Date. The Debt arising from
the making of the Term Loan shall be evidenced by the Term Note,  which shall be
executed by Borrower and delivered to Lender on the Term Loan  Conversion  Date.
The  principal  amount of the Term Note shall be repaid by  Borrower in nineteen
(19)   principal   installments,   each  in  a   principal   amount   equal   to
one-forty-eighth  (1/48th)  of the  principal  amount of the Term Loan,  payable
commencing  on the first day of the first  calendar  quarter  following the Term
Loan  Conversion  Date, and continuing on a quarterly basis  thereafter,  on the
first  day of each  succeeding  calendar  quarter,  followed  by one  (1)  final
principal installment equal to so much of the principal balance of the Term Note
as is then  outstanding,  which shall be due and payable on the twentieth (20th)
such quarterly  date. The Term Note shall bear interest at the Applicable  Rate,
payable in the manner  described in Section 2.2.1,  from the date thereof on the
unpaid principal amount thereof from time to time outstanding. The Term Note may
be  prepaid,  in whole or in part,  by Borrower at any time or from time to time
hereafter;  provided,  however,  that,  any partial  prepayment of the Term Note
shall be in a minimum  amount equal to the principal  installment  amount of the
Term Note  prescribed  hereinabove  or integral  multiples  thereof and shall be
applied  by Lender in the  inverse  order of the  maturities  of such  principal
installments of the Term Note then remaining to be paid; and provided,  further,
that Borrower  first shall have remitted to Lender any  prepayment  fee then due
and payable to Lender in respect of LIBOR Borrowings,  as prescribed in Sections
2.2.1.

                  2.2.     Interest and Other Charges.

                           2.2.1.   Interest at  Applicable  Rate.  Lender and
Borrower  agree that the  interest  rate payable on the Borrowings (herein
called the "Applicable Rate") shall be determined as follows:

                                    (1) Initial Rates.  Outstanding Advances
under Line of Credit A and the Term Loan (if any) shall bear interest,  at
either the Prime Rate, in the case of Prime  Borrowings,  or, subject to the
terms and  limitations  set forth in  subsection  (c) below,  the
LIBOR  Rate  plus  the  Applicable  Margin,  in the  case of  LIBOR  Borrowings.
Outstanding  Advances  under Line of Credit B shall bear  interest  at the LIBOR
Index  Rate  plus the  Applicable  Margin,  subject,  however,  to the terms and
limitations set forth in subsection (d) below.  Outstanding  Advances under Line
of Credit C shall bear interest at the Quoted Rate.

                                    (2) Applicable Margin and Subsequent
Adjustments.  The applicable margin in respect of Borrowings under the
Committed Lines of Credit and the Term Loan (if any) (the  "Applicable
Margin")  shall be,  initially,  (i) zero percent (0%) per annum,  in respect of
Prime  Borrowings  under  Line of  Credit  A and the  Term  Loan,  (ii)  seventy
hundredths of one percent  (.70%)per annum, in respect of LIBOR Borrowings under
Line of Credit A and the Term Loan and  (iii) one and  twenty-hundredths  of one
percent  (1.20%) per annum, in respect of LIBOR Index  Borrowings  under Line of
Credit B. The Applicable  Margin  described above in respect of Prime Borrowings
under  Line of  Credit  A or the Term  Loan  shall  not be  subject  to  further
adjustment.  The Applicable  Margin in respect of LIBOR Borrowings under Line of
Credit A and the Term Loan (if any) and,  subject to the third proviso set forth
below in regard  thereto,  and LIBOR  Index  Borrowings  under Line of Credit B,
shall be subject  to  subsequent  adjustment,  up or down,  based on  Borrower's
financial  performance,  determined by reference to the FD/TCF  Ratio,  measured
quarterly; that is:

         If FD/TCF Ratio is:                     The Applicable Margin shall be:

         <  .50:1                                             .70%
         -
         >  .50:1; < 1.00:1                                   .95%
                   -
         >1.00:1;  < 1.50:1                                  1.20%
                   -
         >1.50:1;  < 2.00:1                                  1.40%
                   -
         >2.00:1                                             1.55%


Lender shall determine  whether any adjustment to the Applicable Margin is to be
made  quarterly,  based on  Borrower's  financial  statements as of and for each
Fiscal  Quarter  end  delivered  to Lender  pursuant to Section  4.2,  provided,
however,  that if such financial  statements are not timely delivered to Lender,
then,  until  delivery  of  such  financial  statements,  an  adjustment  to the
Applicable  Margin shall be made based on an assumed  delivery of said financial
statements reflecting a FD/TCF Ratio of greater than 2.00:1, provided,  further,
that no downward  adjustment to the Applicable  Margin shall be made if an Event
of Default or Default  Condition  then  exists;  and,  provided,  finally,  that
adjustments to the Applicable  Margin in respect of LIBOR Index Borrowings under
Line of Credit B shall not be made if, by doing so, the Applicable  Margin would
be reduced  below 1.20%.  Each such  adjustment to the  Applicable  Margin shall
become effective as of the first day of the calendar month following the date on
which such financial  statements are delivered (or deemed  delivered) to Lender,
and shall remain  effective unless and until any subsequent  adjustment  becomes
effective  in  accordance  with the  terms of this  subsection  (b).  Each  such
adjustment  shall apply to all Borrowings  then existing and any made during the
period for which such adjustment becomes effective.

                                    (3) Special Conditions and Limitations on
LIBOR Borrowings.  All Borrowings under Line of Credit A  obtained  on the
Closing  Date and for a period of three (3)  Business  Days thereafter  shall
be  Prime  Borrowings.  Thereafter,  Borrower  shall  have thecontinuing right,
provided that no Event of Default or Default Condition exists, to obtain LIBOR
Borrowings or to convert Prime  Borrowings to LIBOR  Borrowings under  Line of
Credit A or the Term Loan;  subject,  however,  to the  following conditions
and  limitations:  (i)  Borrower  must  request  a LIBOR  Borrowing,
specifying the amount thereof and the applicable Interest Period, at least three
(3) Business Days in advance of the intended  Borrowing  date; (ii) no more than
three (3) LIBOR  Borrowings  may be  outstanding  at any one time;  (iii)  LIBOR
Borrowings  must  be  in  minimum  amounts  of  Five  Hundred  Thousand  Dollars
($500,000),  or integral multiples  thereof;  (iv) the Interest Period for LIBOR
Borrowings  shall not exceed the Termination  Date, and the aggregate  amount of
LIBOR  Borrowings in respect of the Term Loan must be consistent  with,  and not
exceed,  the scheduled  principal  amortization  of the Term Loan;  (v) if on or
prior to the first day of any Interest Period,  Lender  determines that deposits
in United States  Dollars (in the  applicable  amounts) are not being offered in
the  relevant  market for such  Interest  Period or that the LIBOR Rate will not
adequately  and  fairly  reflect  the cost to Lender  of  funding  any  relevant
borrowings for such Interest  Period,  then,  Lender shall forthwith give notice
thereof  to  Borrower,  whereupon,  until  Lender  notifies  Borrower  that  the
circumstances  giving rise to such suspension no longer exist, the obligation of
Lender to make any further  LIBOR  Borrowings  available  to  Borrower  shall be
suspended;  (vi) if at any time, a change of law, or  compliance  by Lender with
any  request  or  directive  (whether  or not  having  the  force of law) of any
governmental  authority  shall make it unlawful or  impracticable  for Lender to
make available,  maintain or fund any LIBOR  Borrowings,  Lender shall forthwith
give  notice to such  effect  to  Borrower,  whereupon,  until  Lender  notifies
Borrower that the circumstances  giving rise to such suspension no longer exist,
the obligation of Lender to make such borrowings  available to Borrower shall be
suspended  and if Lender shall  determine  that it may not lawfully  continue to
maintain  and fund any then  outstanding  borrowings  to  maturity  and shall so
specify in such notice,  each  Borrowing so affected  shall be converted  into a
Prime Borrowing,  effective immediately;  (vii) unless Borrower has timely given
Lender a notice of a LIBOR  Borrowing  required  hereinabove,  a LIBOR Borrowing
shall  automatically  convert  to a Prime  Borrowing  at the  expiration  of the
Interest Period  corresponding  thereto;  and (viii) upon the request of Lender,
delivered  to Borrower,  Borrower  shall pay to Lender such amount or amounts as
shall be determined by Lender, in its good faith discretion,  in connection with
the relevant  Interest  Period as a result of: (A) any payment or  prepayment of
any LIBOR  Borrowing by Borrower being made on a date other than the last day of
an  Interest  Period  for  such  borrowing,  whether  as a result  of  permitted
voluntary prepayment, involuntary acceleration or otherwise (but not as a result
of clause (vi) above);  or (B) any failure by the Borrower to undertake any such
LIBOR  Borrowing on the date for which notice of such  borrowing is specified by
Borrower.  In the case of clause  (viii)  above,  such amount  shall  include an
amount determined by Lender,  in its good faith  discretion,  to be equal to the
excess, if any, of the amount of interest which would have accrued on the amount
so paid or prepaid or not  prepaid or  borrowed  for the period from the date of
such  payment,  prepayment or failure to prepay or borrow to the last day of the
then current Interest Period for such borrowing (or, in the case of a failure to
prepay or borrow,  the  Interest  Period  for such  borrowing  which  would have
commenced  on the date of such  failure to prepay or  borrow) at the  applicable
rate of  interest  for such  borrowing  provided  for herein  over the amount of
interest (as determined by Lender in the exercise of its good faith  discretion)
Lender would have paid on deposits in Dollars of comparable amounts having terms
comparable  to  such  period  placed  with it by  leading  banks  in the  London
interbank market with respect to such LIBOR Borrowing.

                                    (4)  Special   Conditions   on  LIBOR  Index
Borrowings . All Borrowings under Line of Credit B shall
be LIBOR Index Borrowings;  subject,  however,  to the following  conditions and
limitations:  (i) if on or prior to the first day of any Interest Period, Lender
determines  that deposits in United States Dollars (in the  applicable  amounts)
are not being offered in the relevant  market for such  Interest  Period or that
the LIBOR Index Rate will not  adequately  and fairly reflect the cost to Lender
of funding any relevant borrowings for such Interest Period,  then, Lender shall
forthwith  give notice  thereof to Borrower,  whereupon,  until Lender  notifies
Borrower that the circumstances  giving rise to such suspension no longer exist,
the  obligation of Lender to make LIBOR Index  Borrowings  available to Borrower
shall be suspended  and any  Borrowings  obtained  under Line of Credit B during
such suspension shall be made; instead, as Prime Borrowings;  and (ii) if at any
time,  a change of law, or  compliance  by Lender with any request or  directive
(whether  or not having the force of law) of any  governmental  authority  shall
make it unlawful or impracticable for Lender to make available, maintain or fund
any LIBOR Index Borrowings, Lender shall forthwith give notice to such effect to
Borrower,  whereupon,  until Lender  notifies  Borrower  that the  circumstances
giving rise to such suspension no longer exist, the obligation of Lender to make
such  borrowings  available to Borrower  shall be suspended  and if Lender shall
determine  that it may not  lawfully  continue  to  maintain  and  fund any then
outstanding  borrowings  to maturity and shall so specify in such  notice,  each
Borrowing  so affected  shall be  converted  into a Prime  Borrowing,  effective
immediately.

                                    (5) Payment of Interest. Accrued interest on
all Borrowings at the Applicable Rate shall be due
and payable monthly in arrears, on the first day of each calendar month, for the
preceding  calendar month (or portion  thereof),  commencing on the first day of
the first  calendar month  following the Closing Date, and at maturity.  Accrued
interest on any LIBOR Borrowings also shall be due and payable at the expiration
of each Interest Period corresponding to such Borrowings.

                                    (6)   Calculation   of  Interest  and  Fees.
Interest on Borrowings at the Applicable Rate (and any
fees  described  in  Section  2.2.2  computed  on a per  annum  basis)  shall be
calculated on the basis of (i) a 360 day year with respect to LIBOR  Borrowings;
and (ii) a 365/366 day year with respect to Prime Borrowings;  and, in each such
case, actual days elapsed.  The Applicable Rate on Prime Borrowings shall change
with each change in the Prime Rate,  effective  as of the opening of business on
the Business Day of such change.

                                    (7) Charging of Interest  and Fees.  Accrued
and unpaid interest on any Borrowings (and any
outstanding fees described in Section 2.2.2) may, if not paid by Borrower within
five (5) days after the date when due and payable,  be paid, at Lender's  option
(without  any  obligation  to do so),  either (i) by Lender's  charging  Line of
Credit A for an Advance in the amount thereof;  or (ii) by Lender's debiting any
deposit  account of Borrower  maintained  with  Lender for such  purpose for the
amount thereof; but, notwithstanding the foregoing, Borrower shall be and remain
responsible for the payment of such sums.

                           2.2.2.   Fees. In addition to the payment of interest
on the  Borrowings at the  Applicable  Rate,  Borrower shall also be obligated
to pay Lender the following fees and charges:

                                    (1) Loan Origination Fee.  On the Closing
Date, a fully earned, non-refundable loan origination fee of One Hundred
Thousand Dollars ($100,000).

                                    (2)  Non-Usage  Fee on  Line  of  Credit  A.
Quarterly, on the first day of each calendar quarter, commencing on the first of
such dates following the Closing Date, a fee equal to (x) twenty hundredths of
one percent (.20%) per annum,  times (y) the difference between  (A)  the
Line of  Credit  A  Commitment,  and  (B)  the  sum,  without duplication,
of the  following,  determined  on a daily  average  basis for the
immediately preceding calendar quarter (or portion thereof, as the case may be):
(i) all  outstanding  Advances under Line of Credit A plus (ii) all  outstanding
Letter of Credit Obligations.

                                    (3) Non-Usage Fee on Line of Credit B.
Quarterly, on the first day of each calendar quarter, commencing on the first
of such dates following the Closing Date, a fee equal to (x) twenty hundredths
of one percent (.20%) per annum,  times (y) the difference between (A) the Line
of Credit B Commitment,  and (B) all  outstanding  Advances under Line of Credit
B determined on a daily  average basis for the  immediately preceding calendar
quarter (or portion thereof, as the case may be).

                                    (4) Term Loan Conversion.   On the Term Loan
Conversion Date (if any), a fully earned, non-refundable  conversion  fee  equal
in  amount  to one  hundred  twenty-five thousandths of one percent (.125%) of
the Term Loan.

                           2.2.3.   Capital  Adequacy.  If,  after the Closing
Date,  the  adoption  of any  applicable  law,  rule or regulation  regarding
capital adequacy,  or any change therein, or any change in the  interpretation
or  administration  thereof by any governmental  authority, central bank or
comparable agency charged with the  administration  thereof,  or compliance by
Lender with any request or directive  regarding  capital  adequacy
(whether or not having the force of law) of any such authority,  central bank or
comparable  agency,  affects or might  affect the amount of capital  required or
expected to be maintained by Lender or any  corporation in control of Lender and
Lender  determines that the amount of such capital is increased by or based upon
Lender's obligations hereunder,  then from time to time, within thirty (30) days
after demand by Lender,  Borrower shall pay to Lender such additional  amount or
amounts as will compensate Lender in light of such circumstances,  to the extent
that Lender  reasonably  determines  such  increase in capital is  allocable  to
Lender's obligations hereunder, and such payment, as and when received, shall be
applied by Lender in reimbursement of Lender's increased costs in regard to such
obligations;  provided,  however,  that  Borrower  shall  not  be  obligated  to
compensate  Lender for any amount under this Section  2.2.3 arising or occurring
during  (a) in the case of each  request  for  compensation,  any time or period
commencing  not more than one  hundred  twenty  (120)  days prior to the date on
which Lender submits such request and (b) any other time or period during which,
because of the  unannounced  retroactive  application  of such law,  regulation,
interpretation,  request  or  directive,  Lender  could not have  known that the
resulting reduction in return might arise.

                           2.2.4.   Usury Savings  Provisions.  Lender and
Borrower  hereby  further agree that the only charge imposed by Lender upon
Borrower for the use of money in connection herewith is and shall be interest
at the Applicable Rate, and that all other charges imposed by Lender
upon Borrower in connection herewith, are and shall be deemed to be charges made
to compensate Lender for underwriting and administrative services and costs, and
other  services  and costs  performed  and  incurred,  and to be  performed  and
incurred,  by Lender in  connection  with making  credit  available  to Borrower
hereunder,  and shall under no circumstances be deemed to be charges for the use
of money.  In no  contingency  or event  whatsoever  shall the  aggregate of all
amounts  deemed  interest  hereunder or under the Notes and charged or collected
pursuant to the terms of this  Agreement  or  pursuant  to the Notes  exceed the
highest rate permissible  under any law which a court of competent  jurisdiction
shall, in a final determination,  deem applicable hereto. In the event that such
a court  determines  that Lender has charged or received  interest  hereunder in
excess  of the  highest  applicable  rate,  the rate in effect  hereunder  shall
automatically  be reduced to the maximum rate  permitted by  applicable  law and
Lender shall  promptly  refund to Borrower  any  interest  received by Lender in
excess of the maximum  lawful rate or, if so requested by Borrower,  shall apply
such excess to the principal balance of the Obligations. It is the intent hereof
that  Borrower  not pay or  contract  to pay,  and that  Lender  not  receive or
contract to receive,  directly or indirectly in any manner whatsoever,  interest
in excess of that which may be paid by Borrower under applicable law.

                  2.3.     General Provisions as to Payments.

                           2.3.1.   Method of Payment.  All payments of
interest,  fees and principal  pursuant to this  Agreement mustbe received  by
Lender no later than 2:00 p.m.  (Atlanta,  Georgia  time) on the
when due,  in federal or other  funds  immediately  available  to Lender in
Atlanta, Georgia.

                           2.3.2.   Application of Payment.  Except as otherwise
expressly set forth herein,  all payments received by Lender hereunder shall be
applied,  in accordance with the then current billing statement applicable to
the Borrowing,  first to accrued interest, then to fees, then to principal
due and then to late charges.  Any  remaining  funds shall be applied  to the
further  reduction  of  principal.  In the event  more than one Borrowing
shall  be  outstanding  hereunder,  and no  designation  is  made  by
Borrower,  Lender, in its discretion,  may determine to which  Borrowing(s) each
payment shall be applied.  Notwithstanding the foregoing, upon the occurrence of
a Default  Condition  or Event of  Default,  payments  shall be  applied  to the
Obligations in such order as Lender, in its sole discretion, may elect.

         3. GENERAL REPRESENTATIONS AND WARRANTIES. In order to induce Lender to
enter into this  Agreement,  Borrower  hereby  represents and warrants to Lender
(which  representations and warranties,  together with any other representations
and  warranties  of Borrower  contained  elsewhere in this  Agreement,  shall be
deemed to be renewed as of the date of each  Advance  and the  issuance  of each
Letter of Credit), as set forth below:

                  3.1.  Existence and  Qualification.  Borrower is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of its incorporation,  as designated on the Borrower Information Schedule,
with its principal place of business, chief executive office and office where it
keeps all of its books and records being located at the Executive  Office and is
duly qualified as a foreign  corporation in good standing in each other state in
which the conduct of its business or the ownership of its property requires such
qualification  except where the failure to so qualify or remain in good standing
could  not be  reasonably  expected  to  result in a  Material  Adverse  Change.
Borrower has as its corporate name, as registered with the secretary of state of
the state of its  incorporation,  the words first  inscribed  hereinabove as its
name, and, except as may be described on the Borrower Information Schedule,  has
not done business under any other name.

                  3.2. Authority;  and Validity and Binding Effect. Borrower has
the corporate power to make,  deliver and perform under the Loan Documents,  and
to borrow  hereunder,  and has taken all  necessary  and  appropriate  corporate
action  to  authorize  the  execution,  delivery  and  performance  of the  Loan
Documents. This Agreement constitutes,  and the remainder of the Loan Documents,
as and when executed and  delivered for value  received,  will  constitute,  the
valid obligations of Borrower,  legally binding upon it and enforceable  against
it in accordance with their respective terms.

                  3.3.  Incumbency  and  Authority  of  Signing  Officers.   The
undersigned officers of Borrower hold the offices specified  hereinbelow and, in
such  capacities,  are duly  authorized  and  empowered  to execute,  attest and
deliver this Agreement and the remainder of the Loan Documents for and on behalf
of Borrower, and to bind Borrower accordingly thereby.

                  3.4. No Material Litigation. Except as may be set forth on the
Borrower  Information  Schedule or in Borrower's most recent 10-Q,  there are no
legal  proceedings  pending  (or,  so far as  Borrower  or  its  officers  know,
threatened),  before any court or  administrative  agency  which,  if  adversely
determined  to Borrower,  could  reasonably  be expected to result in a Material
Adverse Change.

                  3.5.  Taxes.  Borrower  has  filed or  caused  to be filed all
material tax returns  required to be filed by it and has paid all taxes shown to
be due and payable by it on said returns or on any  assessments  made against it
except for taxes being contested in good faith.

                  3.6. Capital. All capital stock, debentures,  bonds, notes and
all other  securities of Borrower  presently  issued and outstanding are validly
and properly issued in accordance with all applicable laws,  including,  but not
limited  to,  the  "blue  sky" laws of all  applicable  states  and the  federal
securities laws.

                  3.7. Organization. The articles of incorporation of and bylaws
of  Borrower  are in full  force  and  effect  under the law of the state of its
incorporation  and all amendments to said articles of  incorporation  and bylaws
have been duly and properly  made under and in  accordance  with all  applicable
laws.

                  3.8.  Insolvency.  After giving  effect to the  execution  and
delivery  of the  Loan  Documents  and the  extension  of any  credit  or  other
financial accommodations hereunder, Borrower will not be "insolvent", within the
meaning  of such term as used in  O.C.G.A.  ss.  18-2-22  or as  defined  in ss.
101(32) of the Bankruptcy  Code; or be unable to pay its debts generally as such
debts become due; or have an unreasonably small capital.

                  3.9.     Title.  Borrower  has good and  marketable  title to
all of its  properties  subject  to no Lien of any kind except for Permitted
Encumbrances.

                  3.10. Margin Stock. Borrower is not engaged principally, or as
one of its important  activities,  in the business of purchasing or carrying any
"margin stock",  as that term is defined in Section  221.2(h) of Regulation U of
the  Board  of  Governors  of the  Federal  Reserve  System,  and no part of the
proceeds of any borrowing made pursuant hereto will be used to purchase or carry
any such  margin  stock  or to  extend  credit  to  others  for the  purpose  of
purchasing or carrying any such margin  stock,  or be used for any purpose which
violates,  or which is inconsistent with, the provisions of Regulation X of said
Board of Governors.  In connection  herewith,  if requested by Lender,  Borrower
will  furnish to Lender a  statement  in  conformity  with the  requirements  of
Federal  Reserve  Form U-1  referred to in said  Regulation  U to the  foregoing
effect.

                  3.11. No Violations.  The execution,  delivery and performance
by Borrower of this  Agreement  and the Notes have been duly  authorized  by all
necessary  corporate  action  and do not and will not  require  any  consent  or
approval of the  shareholders  of  Borrower,  violate any  provision of any law,
rule, regulation  (including,  without limitation,  Regulation X of the Board of
Governors of the Federal Reserve System),  order,  writ,  judgment,  injunction,
decree,  determination  or award  presently in effect  having  applicability  to
Borrower  or of the charter or bylaws of  Borrower,  or result in a breach of or
constitute  a default  under any  indenture  or loan or credit  agreement or any
other agreement, lease or instrument to which Borrower is a party or by which it
or its properties may be bound or affected; and Borrower is not in default under
any such law, rule,  regulation,  order,  writ,  judgment,  injunction,  decree,
determination or award or any such indenture, agreement, lease or instrument.

                  3.12.  Financial  Statements.   The  financial  statements  of
Borrower  and its  Consolidated  Subsidiaries  (if any)  for its  most  recently
completed Fiscal Year and for that portion of its current Fiscal Year ended with
that  Fiscal  Quarter  ended  closest to the  Closing  Date for which  financial
statements have been prepared, including balance sheet, income statement and, if
available,  statement  of cash  flow,  copies  of  which  heretofore  have  been
furnished to Lender,  are  complete  and  accurately  and fairly  represent  the
financial condition of Borrower and its Consolidated  Subsidiaries (if any), the
results of its operations and the  transactions in its equity accounts as of the
dates  and for the  periods  referred  to  therein,  and have been  prepared  in
accordance with GAAP except for the most recent quarterly financial  statements,
which exclude certain  footnotes and are subject to year end audit  adjustments.
There are no material liabilities,  direct or indirect, fixed or contingent,  of
Borrower or any such Consolidated  Subsidiaries as of the date of such financial
statements  which are not  reflected  therein or in the notes  thereto or within
Borrower's  quarterly  report  on Form  10-Q of which  the  quarterly  financial
statement are a part. No Material  Adverse Change has occurred since the date of
the  balance  sheet  contained  in  the  annual  financial  statement  described
hereinabove.

                  3.13. Pollution and Environmental  Control.  Borrower and each
Subsidiary  (if any) have  obtained  all  material  permits,  licenses and other
authorizations  which are  required  under,  and each is in material  compliance
with, all material Environmental Laws.

                  3.14. Possession of Permits.  Borrower and each Subsidiary (if
any) possess all material franchises,  certificates, licenses, permits and other
authorizations   from   governmental   political   subdivisions   or  regulatory
authorities,   and  all  patents,   trademarks,   service  marks,  trade  names,
copyrights,   licenses  and  other,   similar   rights,   free  from  burdensome
restrictions, that are necessary for the ownership, maintenance and operation of
any of its properties and assets,  and neither Borrower nor any Subsidiary is in
violation of any thereof.

                  3.15.    Subsidiaries.  As of the Closing  Date,  Borrower has
no  Subsidiaries  except as may be  described  on the Borrower Information
Schedule.

                  3.16.    Federal Taxpayer  Identification Number.  Borrower's
federal taxpayer  identification number is as indicated on the Borrower
Information Schedule.

                  3.17. Employee Benefit Plans. As of the Closing Date, Borrower
has no  Employee  Benefit  Plans  except  as may be  described  on the  Borrower
Information Schedule.

                  3.18.   Year  2000   Compliance.   The   Borrower's   and  its
Subsidiaries'  software and hardware  systems are Year 2000 Compliant and Ready;
and Borrower  will  provide  documentary  evidence of the  foregoing at Lender's
request.

         4. AFFIRMATIVE  COVENANTS.  Borrower  covenants to Lender that from and
after the date hereof,  and so long as any amounts  remain  unpaid on account of
any of the  Obligations or this Agreement  remains  effective  (whichever is the
last to occur),  Borrower will comply (and cause each Subsidiary to comply) with
the affirmative covenants set forth below:

                  4.1.  Right to  Inspect  and  Conduct  Audits.  Lender (or any
Person or Persons  designated by it) shall have the continuing  right to call at
Borrower's  place of business,  during normal  business  hours,  upon reasonable
advance written notice,  and without hindrance or delay,  inspect,  audit, check
and make extracts from Borrower's books, records, journals, orders, receipts and
any  correspondence  and other data  relating to the  transactions  contemplated
hereby and Borrower's business operations and financial condition.

                  4.2. Periodic Financial Statements. Borrower shall, as soon as
practicable,  and in any event within forty-five (45) days after the end of each
Fiscal Quarter, furnish to Lender unaudited consolidated financial statements of
Borrower  and  Consolidated  Subsidiaries  (if any),  including  a  consolidated
balance sheet as of the Fiscal Quarter end, a consolidated  income statement for
the Fiscal  Quarter  ended and for the Fiscal Year to date,  and a  consolidated
cash  flow  statement  for  the  Fiscal  Year to  date.  Borrower  will  include
corresponding  consolidating schedules of balance sheet and income statement, if
requested by Lender. All such financial  statements and consolidating  schedules
shall be certified by a duly  authorized  officer of Borrower to present  fairly
the financial position, results of operations and cash flows of Borrower for the
period  involved in accordance  with GAAP (but for the omission of footnotes and
subject to year-end audit adjustments).

                  4.3. Annual Financial  Statements.  Borrower shall, as soon as
practicable, and in any event within one hundred twenty (120) days after the end
of each Fiscal Year, furnish to Lender audited consolidated financial statements
of Borrower  and its  Consolidated  Subsidiaries,  if any, as of the end of such
year  prepared  in  accordance  with GAAP.  The audited  consolidated  financial
statements   shall  include  an  audit  report,   certified   without   material
qualification  by  independent  certified  public  accountants  selected  by the
Borrower  and  acceptable  to  the  Lender,   which   acceptance  shall  not  be
unreasonably  withheld.   Borrower  will  include  corresponding   consolidating
schedules of balance sheet and income statement, if requested by Lender.

                  4.4. SEC Reports.  Borrower  shall, if and so long as Borrower
is a  reporting  company  under the  Securities  Act of 1933,  furnish to Lender
promptly upon their issuance,  copies of Borrower's 10-K and 10-Q reports, press
releases and other, similar information  disclosed from time to time by Borrower
to the Securities Exchange Commission and/or Borrower's shareholders generally.

                  4.5.  Payment of Taxes.  Borrower  shall pay and discharge all
taxes,  assessments  and  governmental  charges  upon  it,  its  income  and its
properties  prior to the date on which penalties  attach thereto,  unless and to
the extent only that (x) such taxes,  assessments and  governmental  charges are
being  contested in good faith and by appropriate  proceedings by Borrower,  and
(y) Borrower maintains reasonable reserves on its books therefor.

                  4.6.   Maintenance  of  Insurance.   Borrower  shall  maintain
insurance with  responsible  insurance  companies on such of its properties,  in
such  amounts and against  such risks as is  customarily  maintained  by similar
businesses  operating in the same  vicinity,  but in any event to include  loss,
damage, flood, windstorm, fire, theft, extended coverage, business interruption,
freight insurance and product liability insurance.

                  4.7.  Compliance  Certificate.  Borrower shall, on a quarterly
basis not later than  forty-five  (45) days after the close of each of its first
three Fiscal Quarters and not later than one hundred twenty (120) days after the
close of its Fiscal Year,  certify to Lender, in a statement  executed by a duly
authorized  Officer of  Borrower  in the form of  Exhibit  "B"  attached  hereto
(herein,  a  "Compliance  Certificate")  that no Event of Default and no Default
Condition  exists  or has  occurred,  or,  if an Event  of  Default  or  Default
Condition exists,  specifying the nature and period of existence  thereof.  Such
certificate  shall  include a statement of the chief  executive  officer,  chief
financial  officer,  or chief technology  officer of Borrower to the effect that
nothing  has  come to  Borrower's  attention  to cause  it to  believe  that the
Borrower's and its  Subsidiaries'  hardware and software systems are not or will
not be Year 2000 Compliant and Ready. Such Compliance Certificate shall also set
forth,  in  reasonable  detail,  evidence  of  Borrower's,  compliance  with all
financial covenants set forth in Article 6 for the immediately  preceding Fiscal
Quarter, as applicable.

                  4.8.  Preservation  of Existence.  Borrower shall preserve and
maintain its  corporate  existence,  rights,  franchises  and  privileges in the
jurisdiction of its incorporation, and qualify and remain qualified as a foreign
corporation in each  jurisdiction  in which such  qualification  is necessary or
desirable  in  view of its  business  and  operations  or the  ownership  of its
properties.

                  4.9.   Compliance   With  Laws.   Borrower  and  each  of  its
Subsidiaries  shall comply with the requirements of all applicable laws,  rules,
regulations and orders of any governmental  authority,  noncompliance with which
would or could materially  adversely affect their respective financial condition
or the  ownership,  maintenance  or operation of any material  portion of any of
their respective  properties.  Without limiting the foregoing,  each of Borrower
and its Subsidiaries  shall obtain and maintain all permits,  licenses and other
authorizations which are required under, and otherwise comply with, all federal,
state, and local laws and regulations.

                  4.10. Certain Required Notices.  Promptly, upon its receipt of
notice or knowledge thereof,  Borrower will report to Lender: (i) any lawsuit or
administrative  proceeding  in which  Borrower or any  Subsidiary is a defendant
which, if decided adversely to Borrower or such Subsidiary,  could reasonably be
expected to result in a Material  Adverse Change;  (ii) the existence and nature
of any Default  Condition or Event of Default;  or (iii) any deviations from the
Y2K Plan which  would  cause  compliance  with the Y2K Plan to be delayed or not
achieved,  a statement of the chief executive officer,  chief financial officer,
or chief  technology  officer of Borrower  setting forth the details thereof and
the action which Borrower is taking or proposes to take with respect thereto; or
(iv) any third party  assessments  of the  Borrower's Y2K Plan together with any
recommendations made by such third party with respect to Borrower's Y2K Plan and
Borrower's  ability to be Year 2000  Compliant and Ready on or prior to December
31, 1999.

                  4.11.  Year 2000  Compliance.  Borrower will take all required
actions to ensure that its and its  Subsidiaries'  software and hardware systems
will continue to be Year 2000 Compliant and Ready.

         5. NEGATIVE COVENANTS. Borrower covenants to Lender that from and after
the date  hereof and so long as any amount  remains  unpaid on account of any of
the Obligations or this Agreement  remains  effective  (whichever is the last to
occur), Borrower will not do (and will not permit any Subsidiary to do), without
the prior written consent of Lender, any of the things or acts set forth below:

                  5.1.  Encumbrances.  Create,  assume,  or  suffer to exist any
Lien, except for Permitted Encumbrances.

                  5.2. Debt. Incur,  assume, or suffer to exist any Debt, except
for: (i) Debt to Lender or any  Affiliate of Lender;  (ii) Debt to Persons other
than  Lender  existing  on the  date  of this  Agreement  (including  any  being
refinanced with the proceeds of the initial Advance);  (iii)  Subordinated Debt;
(iv) trade  payables and  contractual  obligations  to suppliers  and  customers
incurred in the ordinary course of business;  (v) accrued pension fund and other
employee benefit plan obligations and liabilities (provided,  however, that such
Debt  does not  result  in the  existence  of any Event of  Default  or  Default
Condition  under any other  provision of this  Agreement);  (vi) deferred taxes;
(vii) Debt resulting from endorsements of negotiable instruments received in the
ordinary course of its business; and (viii) other Debt not to exceed One Million
Five Hundred  Thousand  Dollars  ($1,500,000)  in the  aggregate at any one time
outstanding,  of which not more than Five Hundred Thousand Dollars ($500,000) in
the aggregate at any one time outstanding may be Purchase Money Debt.

                  5.3. Contingent Liabilities. Guarantee, endorse, become surety
with respect to or otherwise  become directly or  contingently  liable for or in
connection  with the  obligations  of any other person,  firm,  or  corporation,
except for endorsements of negotiable instruments for collection in the ordinary
course of business.

                  5.4.  Dividends.  Declare or pay any dividends on, or make any
distribution  with  respect to, its shares of any class of capital  stock if any
Event of Default or Default  Condition  then exists or  otherwise  would  result
therefrom.

                  5.5.  Redemption.  Purchase,  redeem, or otherwise acquire for
value  any  shares  of any class of its  capital  stock if any Event of  Default
condition then exists or otherwise would result therefrom.

                  5.6.  Investments.  Make any investment in cash or by delivery
of property to any Person,  whether by  acquisition  of stock,  indebtedness  or
other obligation or security,  or by loan, advance or capital  contribution,  or
otherwise,  in any Person or property of a Person,  except for: (i) fixed assets
acquired  from time to time in the  ordinary  course of  business;  (ii) current
assets  arising  from  the sale of goods or the  provision  of  services  in the
ordinary  course of business;  (iii) loans or advances to employees  for salary,
commissions,  travel or the like, made in the ordinary course of business,  (iv)
investments in obligations of, or guaranteed as to principal and interest by the
United States of America, or any agency thereof,  obligations of U.S. government
sponsored  agencies,  debt  obligations,  certificates of deposit,  notes,  time
deposits, and bankers' acceptances,  deposits in and investments of a commercial
bank  or  credit,   asset-backed   securities,   commercial  paper,   repurchase
agreements,  money market funds,  investment agreements or guaranteed investment
contracts  with an  insurance  company,  bank or  other  financial  institution,
floating  rate  notes,   adjustable  rate  funds,  and  International  Bank  for
Reconstruction  and Development debt  obligations;  provided,  however,  that no
investment in accordance with this Section 5.6(iv) shall be of a maturity longer
than 24  months  at  purchase,  with  the  exception  of  "put"  bonds  or other
securities  that  provide  liquidity  with 24  months;  and (v)  investments  in
Subsidiaries.

                  5.7.  Mergers.  Dissolve or otherwise  terminate its corporate
status or enter into any merger,  reorganization  or  consolidation  or make any
substantial  change in the basic type of business  conducted by Borrower and its
Subsidiaries, as of the Closing Date.

                  5.8. Affiliate Transactions.  Enter into, or be a party to, or
permit any Subsidiary to enter into or be a party to, any  transaction  with any
Affiliate,  except in the  ordinary  course of and  pursuant  to the  reasonable
requirements  of  Borrower's  or such  Subsidiary's  business  and upon fair and
reasonable  terms which are fully  disclosed to Lender and are no less favorable
to Borrower than would be obtained in a comparable arm's length transaction with
a Person not an Affiliate.

                  5.9.     Subsidiaries.  Create or acquire any Subsidiary
unless,  upon its creation or acquisition,  such Subsidiary executes a Guaranty
and becomes a Guarantor hereunder.

                  5.10.  Fiscal  Year.  Change  its Fiscal  Year,  or permit any
Subsidiary to have a fiscal year different from the Fiscal Year of Borrower.

                  5.11.  Disposition of Assets. Sell, lease or otherwise dispose
of any of its  properties,  including any  disposition  of property as part of a
sale and leaseback  transaction,  to or in favor of any person, except (i) sales
of inventory in the ordinary course of Borrower's business,  (ii) sales or other
dispositions of worn-out,  obsolete or otherwise  unuseable  equipment and other
property in the  ordinary  course of  Borrower's  Business,  (iii) the Oak Ridge
Transaction,  and (iv) other asset dispositions,  in addition to those described
in clauses (i) through  (iii) above,  having an  aggregate  fair market value at
time of disposition not in excess of Five Hundred Thousand Dollars ($500,000).

                  5.12.  Employee Benefit Plans. Permit an Employee Benefit Plan
to become  materially  underfunded  or create any Employee  Benefit Plan without
prior written notice to Lender and upon such  notification  this Agreement shall
be amended as  determined  necessary by Lender in its  discretion as a result of
the creation of such Plan.

         6. FINANCIAL  COVENANTS.  Borrower  covenants to Lender that,  from and
after the date hereof and so long as any amount remains on account of any of the
Obligations  or this  Agreement  remains  effective  (whichever  is the  last to
occur), it will comply with the financial covenants set forth below.

                  6.1. FD/TCF Ratio.  The ratio (the "FD/TCF Ratio") of: (i) all
Debts  of  Borrower  and  its  Consolidated  Subsidiaries  evidenced  by  bonds,
debentures,  notes or other similar  instruments  (inclusive of the Obligations,
any capital  leases,  banker's  acceptances  and  obligations to reimburse,  but
exclusive of any  accruals,  trade  accounts  payable in the ordinary  course of
business and operating  leases;  (it being  understood and agreed that the lease
being  entered  into by Borrower as part of the Oak Ridge  Transaction  shall be
deemed an operating  lease for  purposes  hereof) to (ii) net income of Borrower
and its Consolidated  Subsidiaries,  plus depreciation and amortization expenses
and all  other  non-cash  expenses,  less  dividends  paid by  Borrower  and all
non-cash  income items;  in each case, for the Fiscal Quarter just ended and the
immediately  preceding three (3) Fiscal Quarters,  determined in accordance with
GAAP, shall not exceed 2.50:1.

                  6.2. Tangible Net Worth.  "Tangible Net Worth" (as hereinafter
defined) shall at all times be at least equal to: (i) for the Fiscal Year ending
December 31, 1999,  $80,106,248  (the "Base  Amount"),  and (ii) for each Fiscal
Year ending subsequent to December 31, 1999, the sum of (A) the Base Amount plus
(B)  fifty  percent  (50%)  of net  income  of  Borrower  and  its  Consolidated
Subsidiaries  in the preceding  Fiscal Year,  determined  on a cumulative  basis
without regard, however, to losses, in accordance with GAAP.

                  "Tangible  Net Worth"  shall mean  Borrower's  book net worth,
         determined on a  consolidated  basis for Borrower and its  Consolidated
         Subsidiaries in accordance with GAAP,  minus all assets of Borrower and
         such  Subsidiaries  constituting  (i)  goodwill,  patents,  copyrights,
         trademarks,  trade names and other intangible assets, (ii) write-ups of
         assets,  (iii)  unamortized  debt  discount and expense,  (iv) deferred
         charges and (v) any Debts  owing to such Person from any  shareholders,
         officers  or  directors  of such  Person,  or from  any  Affiliates  or
         Subsidiaries of such Person. For purposes hereof, any minority interest
         in any Subsidiary  shown on Borrower's  balance sheet shall be excluded
         from its net worth and be included in its total liabilities.

         7. EVENTS OF DEFAULT.  The  occurrence of any events or conditions  set
forth below shall  constitute an Event of Default  hereunder,  provided that any
requirement  for the  giving of notice or the lapse of time,  or both,  has been
satisfied:

                  7.1. Obligations.  Borrower shall fail to make (a) any payment
of  principal  when  due or (b) any  payment  of  interest  or any of its  other
Obligations, within five (5) days from the due date therefor.

                  7.2.  Misrepresentations.  Borrower,  any  Subsidiary  or  any
Guarantor  shall  make  any  representations  or  warranties  in any of the Loan
Documents or in any Guaranty or in any certificate or statement furnished at any
time  hereunder or in connection  with any of the Loan Documents or any Guaranty
which proves to have been untrue or misleading in any material respect when made
or furnished.

                  7.3.     Certain  Covenants.  Borrower  shall default in the
observance or  performance of any covenant or agreement contained in Articles
5 or 6.

                  7.4.  Other  Covenants.  Borrower,  or  any  Subsidiary  shall
default in the observance or performance of any covenant or agreement  contained
herein, in any of the other Loan Documents or any Guaranty (other than a default
the performance or observance of which is dealt with  specifically  elsewhere in
this Section) unless (i) with respect to this  Agreement,  such default is cured
to Lender's  satisfaction  within  thirty (30) days after the sooner to occur of
receipt of notice of such  default from Lender or the date on which such default
first becomes known to Borrower and (ii) with respect to any other Loan Document
or Guaranty,  such default is cured within any applicable  grace, cure or notice
and cure period contained therein.

                  7.5. Other Debts.  Borrower or any Subsidiary shall default in
connection  with  any  agreement  for  Debt in  excess  of One  Million  Dollars
($1,000,000),  with any creditor  which entitles said creditor to accelerate the
maturity thereof.

                  7.6.  Voluntary  Bankruptcy.  Borrower or any Subsidiary shall
file a  voluntary  petition  in  bankruptcy  or a  voluntary  petition or answer
seeking liquidation, reorganization,  arrangement, readjustment of its debts, or
for any other relief under the  Bankruptcy  Code,  or under any other act or law
pertaining to insolvency or debtor relief,  whether state,  Federal, or foreign,
now or  hereafter  existing;  Borrower  or any  Subsidiary  shall enter into any
agreement  indicating its consent to, approval of, or acquiescence  in, any such
petition or proceeding; Borrower or any Subsidiary shall apply for or permit the
appointment by consent or  acquiescence  of a receiver,  custodian or trustee of
Borrower  or any  Subsidiary  for all or a  substantial  part  of its  property;
Borrower  or any  Subsidiary  shall  make  an  assignment  for  the  benefit  of
creditors;  or Borrower or any  Subsidiary  shall be unable or shall fail to pay
its debts generally as such debts become due, or Borrower,  any Subsidiary shall
admit,  in writing,  its inability or failure to pay its debts generally as such
debts become due.

                  7.7.  Involuntary  Bankruptcy.  There  shall  have been  filed
against  Borrower or any  Subsidiary  an  involuntary  petition in bankruptcy or
seeking liquidation,  reorganization,  arrangement, readjustment of its debts or
for any other relief under the  Bankruptcy  Code,  or under any other act or law
pertaining to insolvency or debtor relief,  whether  state,  federal or foreign,
now or hereafter existing; Borrower or any Subsidiary shall suffer or permit the
involuntary  appointment of a receiver,  custodian or trustee of Borrower or any
Subsidiary or for all or a substantial part of its property;  or Borrower or any
Subsidiary  shall  suffer or permit the  issuance  of a warrant  of  attachment,
execution or similar process against all or any substantial part of the property
of Borrower or any  Subsidiary;  or any motion,  complaint or other  pleading is
filed in any bankruptcy case of any Person other than Borrower or any Subsidiary
and such motion,  complaint or pleading seeks the consolidation of Borrower's or
such Subsidiary's assets and liabilities with the assets and liabilities of such
Person  and any such  petition,  appointment,  issuance,  motion,  complaint  or
pleading  shall  continue  undismissed  or stayed  for a period  of ninety  (90)
consecutive days.

                  7.8.  Judgments.  A final judgment or order for the payment of
money is  rendered  against  Borrower  or any  Subsidiary  in the  amount of One
Million Dollars ($1,000,000) or more (in excess of amounts covered by insurance)
and either (x) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order,  or (y) a stay of  enforcement  of such judgment or
order,  by reason of a pending  appeal or otherwise,  shall not be in effect for
any period of thirty (30) consecutive days.

                  7.9. Disavowal of Certain Obligations.  Any Person (other than
Lender)  party to a  Guaranty  or  Subordination  Agreement  shall  disavow  its
obligations  thereunder;  or any such  Guaranty or  Subordination  Agreement  is
alleged to be, or  determined  by any  governmental  authority  to be,  invalid,
unenforceable  or otherwise not binding on any Person party thereto  (other than
Lender), in whole or in part.

                  7.10.    Material Adverse Change.  There shall occur any
Material Adverse Change.

                  7.11. Change of Control,  Etc. Any Person (or group of Persons
acting in concert),  shall own more than twenty  percent (20%) of the issued and
outstanding Capital Stock of Borrower subsequent to the Closing Date.

         8. REMEDIES.  Upon the occurrence or existence of any Event of Default,
or at any time thereafter,  without prejudice to the rights of Lender to enforce
its claims  against  Borrower for damages for failure by Borrower to fulfill any
of its obligations hereunder, subject only to prior receipt by Lender of payment
in full of all  Obligations  then  outstanding  in a form  acceptable to Lender,
Lender shall have all of the rights and  remedies  set forth  below,  and it may
exercise any one, more, or all of such remedies, in its sole discretion, without
thereby waiving any of the others;  provided,  however, that, in addition to the
foregoing,  if the Event of Default is in respect of Section  7.5 or 7.6,  then,
automatically,  immediately  upon  such  Event  of  Default  occurring,  without
necessity of any further  action on Lender's  part,  all  commitments  of Lender
hereunder  and  under  all  other  Loan  Documents  shall  terminate,   and  all
Obligations shall be immediately due and payable.

                  8.1.  Acceleration of the Obligations.  Lender, at its option,
may  terminate  all  commitments  of Lender  hereunder  and under all other Loan
Documents, and declare all of the Obligations to be immediately due and payable,
whereupon the same shall become immediately due and payable without presentment,
demand,  protest,  notice of  nonpayment  or any other  notice  required  by law
relative thereto, all of which are hereby expressly waived by Borrower, anything
contained herein to the contrary  notwithstanding.  Thereafter,  Lender,  at its
option,  may, but shall not be obligated  to, accept less than the entire amount
of Obligations due, if tendered,  provided,  however, that unless then agreed to
in writing by Lender,  no such acceptance shall or shall be deemed to constitute
a waiver of any Event of Default or a reinstatement of any commitments of Lender
hereunder or under all other Loan Documents.

                  8.2.  Default.  If Lender so elects, by further written notice
to Borrower,  Lender may increase the rate of interest charged on the Notes then
outstanding  for so long  thereafter as Lender  further shall elect by an amount
not to exceed the Default Rate.

                  8.3. Other Remedies. Unless and except to the extent expressly
provided for to the contrary herein, the rights of Lender specified herein shall
be in addition to, and not in limitation of,  Lender's  rights under any statute
or rule of law or  equity,  or  under  any  other  provision  of any of the Loan
Documents,  or under the provisions of any other  document,  instrument or other
writing  executed by  Borrower,  any  Subsidiary  or any third party in favor of
Lender, all of which may be exercised successively or concurrently.

         9.   MISCELLANEOUS.

                  9.1. Waiver. Each and every right granted to Lender under this
Agreement,  or any of the other Loan Documents,  or any other document delivered
hereunder or in connection herewith or allowed it by law or in equity,  shall be
cumulative  and may be  exercised  from time to time.  No failure on the part of
Lender to exercise,  and no delay in  exercising,  any right shall  operate as a
waiver thereof,  nor shall any single or partial exercise by Lender of any right
preclude  any other or future  exercise  thereof  or the  exercise  of any other
right.  No waiver by Lender of any Default  Condition or Event of Default  shall
constitute a waiver of any subsequent Default Condition or Event of Default.

                  9.2.   GOVERNING  LAW.  THIS  AGREEMENT  AND  THE  OTHER  LOAN
DOCUMENTS,  AND  THE  RIGHTS  AND  OBLIGATIONS  OF  THE  PARTIES  HEREUNDER  AND
THEREUNDER,  SHALL BE GOVERNED BY, AND CONSTRUED AND  INTERPRETED  IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF GEORGIA.

                  9.3. Survival.  All representations,  warranties and covenants
made herein and in the Loan  Documents  shall survive the execution and delivery
hereof and thereof. The terms and provisions of this Agreement shall continue in
full force and effect,  notwithstanding  the payment of one or more of the Notes
or the termination of the Line of Credit, until all of the Obligations have been
paid in full and Lender has terminated this Agreement in writing.

                  9.4. Assignments. No assignment hereof or of any Loan Document
shall be made by Borrower  without the prior written  consent of Lender.  Lender
may (a) assign,  with  Borrower's  consent  (not to be  unreasonably  withheld),
unless an Event of Default  has  occurred  and is  continuing  (in which case no
consent by Borrower shall be necessary to assign) in increments of not less than
$5,000,000 its interest in the Loans and the commitments hereunder,  or (b) sell
participations  in,  its  right,  title  and  interest  herein  and in the  Loan
Documents at any time hereafter without notice to or consent of Borrower.

                  9.5.  Counterparts.  This  Agreement may be executed in two or
more counterparts,  each of which when fully executed shall be an original,  and
all of said  counterparts  taken  together shall be deemed to constitute one and
the same agreement.

                  9.6. Reimbursement. Borrower shall pay to Lender on demand all
out-of-pocket  costs  and  expenses  that  Lender  pays or  actually  incurs  in
connection  with the  negotiation,  preparation,  consummation,  enforcement and
termination of this Agreement and the other Loan Documents,  including,  without
limitation:  (a)  attorneys'  fees and  paralegals'  fees and  disbursements  of
outside  counsel;  (b) costs and  expenses  (including  outside  attorneys'  and
paralegals'  fees and  disbursements)  for any  amendment,  supplement,  waiver,
consent or  subsequent  closing in  connection  with the Loan  Documents and the
transactions  contemplated  thereby;  (c) sums paid or  incurred  to pay for any
amount or to take any action  required of Borrower under the Loan Documents that
Borrower  fails to pay or take;  and (d)  after an Event of  Default,  costs and
expenses  (including  attorneys' and paralegals' fees and disbursements) paid or
incurred  to obtain  payment  of the  Obligations,  and  otherwise  enforce  the
provisions  of the Loan  Documents  or to defend  any claim  made or  threatened
against Lender arising out of the transactions  contemplated  hereby (including,
without  limitation,  preparations  for and  consultations  concerning  any such
matters).  The foregoing shall not be construed to limit any other provisions of
the Loan Documents  regarding costs and expenses to be paid to Borrower.  All of
the foregoing costs and expenses may, in the discretion of Lender, be charged as
Advances  under Line of Credit A. Borrower will pay all expenses  incurred by it
in the transaction.  In the event Borrower becomes a debtor under the Bankruptcy
Code,  Lender's  secured  claim  in such  case  shall  include  interest  on the
Obligations  and all fees,  costs and charges  provided  for herein  (including,
without  limitation,  reasonable  attorneys' fees actually incurred) all for the
extent allowed by the Bankruptcy Code.

                  9.7. Successors and Assigns. This Agreement and Loan Documents
shall be binding upon and inure to the benefit of the  successors  and permitted
assigns of the parties hereto and thereto.

                  9.8.  Severability.  If any provision this Agreement or of any
of the Loan  Documents  or the  application  thereof  to any  party  thereto  or
circumstances  shall be invalid or unenforceable to any extent, the remainder of
such Loan Documents and the  application  of such  provisions to any other party
thereto or circumstance  shall not be affected  thereby and shall be enforced to
the greatest extent permitted by law.

                  9.9. Notices. All notices, requests and demands to or upon the
respective  parties  hereto  shall be  deemed  to have  been  given or made when
personally  delivered or deposited in the mail,  registered  or certified  mail,
postage prepaid,  addressed as follows:  (i) for Lender,  care of the address of
Lender inscribed beneath its signature  hereinbelow and (ii) for Borrower,  care
of the address set forth as its  Executive  Office on the  Borrower  Information
Schedule (or to such other address as may be designated  hereafter in writing by
the respective  parties  hereto) except in cases where it is expressly  provided
herein or by applicable law that such notice, demand or request is not effective
until received by the party to whom it is addressed.

                  9.10. Entire Agreement:  Amendments. This Agreement,  together
with the remaining Loan Documents,  constitute the entire agreement  between the
parties hereto with respect to the subject matter hereof. Neither this Agreement
nor any Loan Document may be changed, waived, discharged, modified or terminated
orally,  but only by an instrument  in writing  signed by the party against whom
enforcement is sought.

                  9.11.    Time of Essence.  Time is of the essence in this
Agreement and the other Loan Documents.

                  9.12.  Interpretation.  No provision of this  Agreement or any
Loan Document shall be construed  against or interpreted to the  disadvantage of
any party  hereto by any court or other  governmental  or judicial  authority by
reason of such party having or being deemed to have  structured or dictated such
provision.

                  9.13. Lender Not a Joint Venturer.  Neither this Agreement nor
any Loan Document  shall in any respect be  interpreted,  deemed or construed as
making  Lender a partner or joint  venturer  with  Borrower or as  creating  any
similar  relationship  or entity,  and Borrower agrees that it will not make any
contrary  assertion,  contention,  claim or counterclaim in any action,  suit or
other legal proceeding involving Lender and Borrower.

                  9.14.  JURISDICTION.  BORROWER AGREES THAT ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY LOAN DOCUMENT MAY BE BROUGHT IN
THE  COURTS OF THE STATE OF GEORGIA  OR THE  UNITED  STATES OF  AMERICA  FOR THE
NORTHERN  DISTRICT OF GEORGIA,  ATLANTA  DIVISION,  ALL AS LENDER MAY ELECT.  BY
EXECUTION OF THIS AGREEMENT,  BORROWER HEREBY SUBMITS TO EACH SUCH JURISDICTION,
HEREBY  EXPRESSLY  WAIVING WHATEVER RIGHTS MAY CORRESPOND TO IT BY REASON OF ITS
PRESENT OR FUTURE  DOMICILE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO
COMMENCE LEGAL  PROCEEDINGS OR OTHERWISE  PROCEED AGAINST  BORROWER IN ANY OTHER
JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED OR REQUIRED BY LAW.

                  9.15. Acceptance. This Agreement, together with the other Loan
Documents,  shall not become  effective  unless and until delivered to Lender at
its principal office in Atlanta,  Fulton County, Georgia and accepted in writing
by Lender at such office as evidenced by its execution  hereof  (notice of which
delivery and acceptance are hereby waived by Borrower).

                  9.16.  Cure of Defaults  by Lender.  If,  hereafter,  Borrower
defaults in the  performance  of any duty or obligation  to Lender  hereunder or
under any Loan Document, Lender may, at its option, but without obligation, cure
such default and any costs,  fees and expenses  incurred by Lender in connection
therewith  including,  without  limitation,  for the purchase of insurance,  the
payment of taxes and the removal or  settlement  of liens and  claims,  shall be
deemed to be  Advances  under Line of Credit A,  whether or not this  creates an
overadvance thereunder, and shall be payable in accordance with its terms.

                  9.17.    Recitals.  All recitals  contained herein are hereby
incorporated by reference into this Agreement and made part thereof.

                  9.18. Attorney-in-Fact.  Borrower hereby designates,  appoints
and empowers Lender  irrevocably as its  attorney-in-fact,  effective during any
time that an Event of Default exists, either in the name of Borrower or the name
of Lender,  at  Borrower's  cost and  expense,  to do any and all actions  which
Lender may deem  necessary or advisable to carry out the terms of this Agreement
or any other Loan Document upon the failure, refusal or inability of Borrower to
do so; and Borrower hereby agrees to indemnify and hold Lender harmless from any
costs, damages, expenses or liabilities arising against or incurred by Lender in
connection therewith.

                  9.19. Sole Benefit.  The rights and benefits set forth in this
Agreement and the other Loan Documents are for the sole and exclusive benefit of
the parties hereto and thereto and may be relied upon only by them.

                  9.20.   Indemnification.   Borrower  will  hold  Lender,   its
respective directors,  officers,  employees, agents, Affiliates,  successors and
assigns harmless from and indemnify Lender, its respective directors,  officers,
employees,  agents,  Affiliates,  successors  and  assigns  against,  all  loss,
damages,   costs  and  expenses  (including,   without  limitation,   reasonable
attorney's fees, costs and expenses)  actually incurred by any of the foregoing,
whether  direct,  indirect or  consequential,  as a result of or arising from or
relating  to  any  "Proceedings"  (as  defined  below)  by any  Person,  whether
threatened  or  initiated,  asserting a claim for any legal or equitable  remedy
against any Person under any statute,  case or  regulation,  including,  without
limitation,  any  federal  or state  securities  laws or under any common law or
equitable case or otherwise,  arising from or in connection with this Agreement,
and any other of the transactions contemplated by this Agreement,  except to the
extent such losses, damages, costs or expenses are due to the willful misconduct
or gross negligence of Lender. As used herein, "Proceedings" shall mean actions,
suits or proceedings before any court,  governmental or regulatory authority and
shall include,  particularly,  but without  limitation,  any actions  concerning
Environmental Laws. At the request of Lender, Borrower will indemnify any Person
to whom  Lender  transfers  or sells all or any  portion of its  interest in the
Obligations  or  participations  therein on terms  substantially  similar to the
terms set forth above.  Lender shall not be  responsible or liable to any Person
for consequential  damages which may be alleged as a result of this Agreement or
any of the transactions  contemplated  hereby. The obligations of Borrower under
this Section shall survive the  termination of this Agreement and payment of the
Obligations.

                  9.21.  JURY TRIAL  WAIVER.  EACH OF BORROWER AND LENDER HEREBY
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN
ANY ACTION,  SUIT,  PROCEEDING  OR  COUNTERCLAIM  OF ANY KIND  ARISING OUT OF OR
RELATED TO ANY OF THE LOAN DOCUMENTS, OBLIGATIONS OR THE COLLATERAL.

                  9.22.   Terminology.   All  personal  pronouns  used  in  this
Agreement,  whether  used in the  masculine,  feminine or neuter  gender,  shall
include all other genders; the singular shall include the plural, and the plural
shall  include the singular.  Titles of Articles and Sections in this  Agreement
are for  convenience  only, and neither limit nor amplify the provisions of this
Agreement,  and  all  references  in  this  Agreement  to  Articles,   Sections,
Subsections,  paragraphs,  clauses,  subclauses  or Exhibits  shall refer to the
corresponding Article, Section, Subsection,  paragraph, clause, subclause of, or
Exhibit  attached to, this Agreement,  unless specific  reference is made to the
articles,  sections or other  subdivisions  divisions of or Exhibit to,  another
document or  instrument.  Wherever in this  Agreement  reference  is made to any
instrument,  agreement or other document,  including, without limitation, any of
the Loan  Documents,  such reference shall be understood to mean and include any
and  all  amendments  thereto  or  modifications,   restatements,   renewals  or
extensions thereof. Wherever in this Agreement reference is made to any statute,
such  reference  shall be understood to mean and include any and all  amendments
thereof and all regulations  promulgated  pursuant thereto.  Whenever any matter
set  forth  herein  or  in  any  Loan  Document  is  to  be  consented  to or be
satisfactory  to Lender,  or is to be  determined,  calculated  or  approved  by
Lender,  then,  unless otherwise  expressly set forth herein or in any such Loan
Document,  such consent,  satisfaction,  determination,  calculation or approval
shall be in  Lender's  sole  discretion,  exercised  in good  faith  and,  where
required by law, in a commercially  reasonable  manner,  and shall be conclusive
absent manifest error.

                  9.23.    Exhibits.  All Exhibits attached hereto are by
reference made a part hereof.

         10.  CONDITIONS  PRECEDENT.  Unless  waived in  writing by Lender at or
prior to the execution and delivery of this Agreement,  the conditions set forth
below shall constitute express conditions  precedent to any obligation of Lender
hereunder.

                  10.1.  Secretary's   Certificate.   Receipt  by  Lender  of  a
certificate  from the Secretary (or Assistant  Secretary) of Borrower,  to be in
form and substance  substantially  similar to the  secretary's  certificate  set
forth on Exhibit "F", certifying to Lender (i) that appropriate resolutions have
been entered into by the Board of Directors of Borrower incident hereto and that
the officers of Borrower whose signatures appear hereinbelow,  on the other Loan
Documents,  and on any and  all  other  documents,  instruments  and  agreements
executed in connection  herewith,  are duly authorized by the Board of Directors
of Borrower for and on behalf of Borrower to execute and deliver this Agreement,
the other Loan Documents and such other  documents,  instruments and agreements,
and to bind  Borrower  accordingly  thereby,  and (ii) as to the  existence  and
status of Borrower's articles of incorporation and by-laws.

                  10.2.  Good  Standing  Certificates.  Receipt  by  Lender of a
certificate  of  good  standing  with  respect  to  Borrower  from  each  of the
secretaries of state of the state of  incorporation of Borrower and of any state
in which  Borrower is duly  qualified  as a foreign  corporation,  dated  within
thirty (30) days of the Closing Date.

                  10.3. Loan Documents.  Receipt by Lender of all the other Loan
Documents,  including  any  Notes,  each  duly  executed  in form and  substance
acceptable to Lender.

                  10.4.  Opinion of Counsel.  Receipt by Lender of an opinion of
counsel from independent  legal counsel to Borrower in substantially the form of
Exhibit "G".

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and Borrower  has caused its seal to be affixed  hereto,  as of the day
and year first above written.


                                  "LENDER"

                                  WACHOVIA BANK, NATIONAL
                                  ASSOCIATION


                                  By: /s/ Catherine Trense
                                     ------------------------
                                          Catherine Trense,
                                          Senior Vice President

                                  Address for Notices:

                                           Wachovia Bank, N.A.
                                           Western Regional Corporate
                                           3333 Riverwood Parkway
                                           Suite 220
                                           Atlanta, Georgia  30339
                                           Fax:  770-789-5885


<PAGE>


                                  "BORROWER"

                                  THERAGENICS CORPORATION (SEAL)


                                  By:/s/ Bruce W. Smith
                                     -------------------
                                         Bruce W. Smith

                                         Executive Vice-President,
                                         Secretary, Treasurer
                                         And Chief Financial Officer


<PAGE>