AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of September 5, 2000
and is made by and among WHITEFORD FOODS VENTURE, L. P., a Texas limited
partnership (the "Borrower"), each of the Guarantors (as hereinafter defined),
the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its
capacity as agent for the Banks under this Agreement (hereinafter referred to in
such capacity as the "Agent").

                                   WITNESSETH:

     WHEREAS, the Borrower has requested the Banks to: (i)provide a revolving
credit facility to the Borrower in an aggregate principal amount not to exceed
$2,500,000, (ii)extend the maturity date of a $574,604.89 term loan facility,
(iii)extend the maturity date of a $3,177,806.99 terin loan. facility, and
(iv)to provide a new $l, OOO, OOO term loan facility.

     WHEREAS, the revolving credit and term loan facilities shall be used for
working capital; and

     WHEREAS, the Banks are willing to provide such credit upon the terms and
conditions hereinafter set forth;

     NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:

1. CERTAIN DEFINITIONS.
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     1.1  Certain Definitions. In addition to words and terms defined elsewhere
          in this Agreement, the following words and terms shall have the
          following meanings, respectively, unless the context hereof clearly
          requires otherwise:

     1.1.1 Affiliate as to any Person shall mean any other Person (i)which
          directly or indirectly controls, is controlled by, or is under common
          control with such Person, (ii)which beneficially owns or holds 5%or
          more of any class of the voting or other equity interests of such
          Person, or (iii)5%or more of any class of voting interests or other
          equity interests of which is beneficially owned or held, directly or
          indirectly, by such Person. Control, as used in this definition, shall
          mean the possession, directly or indirectly, of the power to direct or
          cause the direction of the management or policies of a Person, whether
          through the ownership of voting securities, by contract or otherwise,
          including the power to elect a majority of the directors or trustees
          of a corporation or trust, as the case may be.

     1.1.2 Amicultural Liens shall mean any liens arising under Section 13 11.55
          of the Ohio Revised Code which lien has been perfected in accordance
          with Section 13 11.56 of the Ohio Revised Code.


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     1.1.3 Agent shall mean PNC Bank, National Association, and its successors
          and assigns.

     1.1.4 Avreement shall mean this Amended and Restated Credit Agreement, as
          the same may be supplemented or amended from time to time, including
          all schedules and exhibits.

     1.1.5 Annual Statements 'shall have the meaning assigned to that term in
          Section 6.1.8.1.

     1.1.6 Assbnment and Assumption Agreement shall mean an Assignment and
          Assumption Agreement by, among a Purchasing Bank, a Transferor Bank
          and the Agent, as Agent, and on behalf of the remaining Banks,
          substantially in the form of Exhibit l-l(A).

     1.1.7 Authorized Offbzer shall mean those individuals, designated by
          written notice to the Agent f? om the Borrower, authorized to execute
          notices, reports and other documents on behalf of the Loan Parties
          required hereunder. The Borrower may amend such list of individuals
          from time to time by giving written notice of such amendment to the
          Agent.

     1.1.8 Banks shall mean the financial institutions named on Schedule 1.1
          (B)and their respective successors and assigns as permitted hereunder,
          each of which is referred to herein as a Bank.

     1.1.9 Base Rate shall mean the interest rate per annum announced from time
          to time by the Agent at its Principal Office as its then prime rate,
          which rate may not be the lowest rate then being charged commercial
          borrowers by the Agent.

     1.1.10 Benefit Arrangement shall mean at any time an "employee benefit
          plan," within the meaning of Section 3(3)of ERISA, which is neither a
          Plan nor a Multiemployer Plan and which is maintained, sponsored or
          otherwise contributed to by any member of the ERISA Group.

     1.1.11 Borrower shall mean Whiteford Foods Venture, L. P., a limited
          partnership organized and existing under the laws of the State of
          Texas.

     1.1.12 Borrowing Base shall mean an amount equal to the sum of(i)85%of the
          net amount of Eligible Accounts Receivable plus (ii)50%of the value of
          Borrower's Eligible Inventory.

     1.1.13 Borrowing Base Certificate shall mean the Borrowing Base Certificate
          in the form shown on attached Exhibit 1.1(B)delivered by Agent to the
          Borrower in connection with the Closing of &is Agreement, in
          connection with each Loan Request, and all amendments thereto and
          revisions thereof required by the Agent.

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     1.1.14 Borrowinp Date shall mean, with respect to any Loan, the date for
          the making thereof or the renewal, which shall be a Business Day.

     1.1.15 Business Dav shall mean any day other than a Saturday or Sunday or a
          legal holiday on which commercial banks are authorized or required to
          be closed for business in Cincinnati, Ohio and, if the applicable
          Business Day relates to any Loan to which the Euro-Rate Option
          applies, such day must also be a day on which dealings are carried on
          in the London interbank market.

     1.1.16 Cash Flow from Operations for any period of determination shall mean
          (i)the sum of net income, depreciation, amortization, other non-cash
          charges to net income, interest expense and income tax expense minus
          (ii) non-cash credits to net income, in each case of the Borrower and
          its Subsidiaries for such period determined and consolidated in
          accordance with GAAP.

     1.1.17 Closinp Date shall mean the date on which this Credit Agreement is
          executed.

     1.1.18 Collateral shall mean the Life Insurance Collateral, the UCC
          Collateral, and the Real Property.

     1.1.19 Commitment shall mean as to any Bank the aggregate of its Revolving
          Credit Commitment and Term Loan Commitment, and Commitments shall mean
          the aggregate of the Revolving Credit Commitments and Term Loan
          Commitments of all of the Banks.

     1.1.20 Compliance Certificate shall have the meaning assigned to such term
          in Section 8.3.4.

     1.1.21 Contamination shall mean the presence of release or threat of
          release of Regulated Substances in, on, under or emanating to or from
          the Property, which pursuant to Environmental Laws requires
          notification or reporting to an Official Body, or which pursuant to
          Environmental Laws requires the investigation, cleanup, removal,
          remediation, containment, abatement of or other response action or
          which otherwise constitutes a violation of Environmental Laws.

     1.1.22 Current Assets shall mean the current assets of Borrower less the
          account receivable representing the debt owed by Whiteford Partners,
          L. P. to Borrower.

     1.1.23 Current Maturities of Long Term Debt shall mean that portion of the
          principal amount of Long Term Debt which must be repaid during the
          twelve fiscal months following the date on which the determination is
          being made plus capitalized lease obligations.

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     1.1.24 Debt Rating shall mean the rating of the Borrower's senior unsecured
          long-term debt by each of Standard &Poor's and Moody's.

     1.1.25 Dollar, Dollars, U. S. Dollars and the symbol $shall mean lawful
          money of the United States of America.

     1.1.26 EBITDA will mean operating income (or loss)before interest expenses,
          tax expenses, depreciation and amortization expenses

     1.1.27 EliPible Accounts Receivable shall mean those receivables of
          Borrower which the Agent deem, in its reasonable business judgment, to
          be acceptable to Agent, including, without limitation those accounts
          receivable aged less than 30 days as of the disbursement of any
          advance under the Revolving Loans.

     1.1.28 Elipible Inventory shall mean all meat inventories of Borrower
          reasonably acceptable to Agent, less the amount of any Agricultural
          Liens filed against such inventory.

     1.1.29 Environmental Complaint shall mean any written complaint by any
          Person or Official Body setting forth a cause of action for personal
          injury or property damage, natural resource damage, contribution or
          indemnity for response costs, civil or administrative penalties,
          criminal fines or penalties, or declaratory or equitable relief
          arising under any Environmental Law or any order, notice of violation,
          citation, subpoena, request for information or other written notice or
          demand of any type by an Official Body pursuant to any Environmental
          Laws.

     1.1.30 Environmental Conditions shall mean any conditions of the
          environment, including the workplace, the ocean, natural resources
          (including flora or fauna), soil, surface water, groundwater, any
          actual or potential drinking water supply sources, substrata or the
          ambient air, relating to or arising out of, or caused by, the use,
          handling, storage, treatment, recycling, generation, transportation,
          release, spilling, leaking, pumping, emptying, discharging, injecting,
          escaping, leaching, disposal, dumping, threatened release or other
          management or mismanagement of Regulated Substances resulting from the
          use of, or operations on, any Property.

     1.1.31 Environmental Laws shall mean all federal, state, local and foreign
          Laws and any consent decrees, settlement agreements, judgments,
          orders, directories, policies or programs issued by or entered into
          with an Official Body pertaining or relating to: (i)pollution or
          pollution control; (ii) protection of human health or the environment;
          (iii)employee safety in the workplace; (iv)the presence, use,
          management, generation, manufacture, processing, extraction, treatment
          recycling, refining, reclamation, labeling, transport, storage,
          collection, distribution, disposal or release of threat of

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          Regulated Substances; (v)the presence of Contamination; (vi)the
          protection of endangered or threatened species, and (vii)the
          protection of Environmentally Sensitive Areas.

     1.1.32 Environmentally Sensitive Area shall mean (i)any wetland as defined
          by applicable Environmental Laws; (ii)any area designated as a coastal
          zone pursuant to applicable Laws, including Environmental Laws;
          (iii)any area of historic or archeological significance or scenic area
          as defined or designated by applicable Laws, including Environmental
          Laws; (iv) habitats of endangered species or threatened species as
          designated by applicable Laws, including Environmental Laws; or (v)a
          floodplain or other flood hazard area as defined pursuant to any
          applicable Laws.

     1.1.33 ERISA shall mean the Employee Retirement Income Security Act of
          1974, as the same may be amended or supplemented tiom time to time,
          and any successor statute of similar import, and the rules and
          regulations thereunder, as from time to time in effect.

     1.1.34 ERISA Groue shall mean, at any time, the Borrower and all members of
          a controlled group of corporations and all trades or businesses
          (whether or not incorporated)under common control and all other
          entities which, together with the Borrower, are treated as a single
          employer under Section 4 14 of the Internal Revenue Code.

     1.1.35 Euro-Rate shall mean the interest rate per annum determined by Agent
          by dividing (the resulting quotient rounded upward to the nearest
          1000th of 1%per annum)(i)the rate of interest determined by Agent in
          accordance with its usual procedures (which determination will be
          conclusive absent manifest error)to be the "ask" eurodollar rate
          evidenced by Telerate page 3 14 as quoted by Noonan, Astley &Pierce
          (or appropriate successor, or, if Noonan, Astley &Pierce or its
          successor ceases to provide such quotes, a comparable replacement as
          determined by Agent)two (2)Business Days prior to the first day of
          such Interest Period for an amount comparable to such Advance and
          having a borrowing date and a maturity comparable to such Interest
          Period, by (ii)a number equal to 1.00 minus the Euro-Rate Reserve
          Percentage.

          The Euro-Rate ,may also be expressed by the following formula:

                      Telerate page 3 14 quoted by Noonan,
              Euro-Rate = Astley & Pierce or aupropriate successor
                      1 .OO - Euro-Rate Reserve Percentage

     1.1.36 Euro Rate Interest Period shall mean one (I)month.

     1.1.37 Euro-Rate Reserve Percentage shall mean as of any day the maximum
          percentage in effect on such day: (i)as prescribed by the Board of
          Governors of the Federal Reserve System (or any successor)for

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          determining the reserve requirements (including supplemental, marginal
          and emergency reserve requirements)with respect to eurocurrency
          fbnding (currently referred to as "Eurocurrency Liabilities"); and
          (ii). to be maintained by a Bank as required for reserve liquidity,
          special deposit, or a similar purpose by an govemmental or monetary
          authority of any country or political subdivision thereof (including
          any central bank), against (A)any category of liabilities that
          includes deposits by reference to which a Euro-Rate is to be
          determined, or (B)any category of extension of credit or other assets
          that includes Loans or Borrowing Tranches to which a Euro-Rate
          applies.

     1.1.38 Event of Default shall mean any of the events described in Section
          9.1 and referred to therein as an "Event of Default."

     1.1.39 Excess Cash Flow shall be computed as of the close of each fiscal
          year by taking the difference between Cash Flow fioni Operations for
          such fiscal year and Fixed Charges for such fiscal year. All
          determinations of Excess Cash Flow shall be based on the immediately
          preceding fiscal year and shall be made following the delivery by the
          Borrower to the Agent of the Borrower's audited financial statements
          for such preceding year.

     1.1.40 Expiration Date shall mean, (i)with respect to the Revolving Credit
          Commitments, January 3 1, 2001, (ii)with respect to the Term Loan
          Commitments, December 3 1,200l.

     1.1.41 Federal Funds Effective Rate for any day shall mean the rate per
          annum (based on a year of 360 days and actual days elapsed and rounded
          upward to the nearest l/l 00 of 1%)announced by the Federal Reserve
          Bank of New York (or any successor)on such day as being the weighted
          average of the rates on overnight federal funds transactions arranged
          by federal funds brokers on the previous trading day, as computed and
          announced by such Federal Reserve Bank (or any successor)in
          substantially the same manner as such Federal Reserve Bank computes
          and announces the weighted average it refers to as the "Federal Funds
          Effective Rate" as of the date of this Agreement; provided, if such
          Federal Reserve Bank (or its successor)does not announce such rate on
          any day, the "Federal Funds Effective Rate" for such day shall be the
          Federal Funds Effective Rate for the last day on which such rate was
          announced.

     1.1.42 Financial Proiections shall have the meaning assigned to that term
          in Section 6.1.8.2.

     1.1.43 Fixed Charge Coverape Ratio shall mean the ratio of Cash Flow from
          Operations to Fixed Charges.

     1.1.44 Fixed Charges shall mean for any period of determination the sum of
          interest expense, income taxes, scheduled principal installments on

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          Indebtedness (as adjusted for prepayments), capital expenditures and
          payments under capitalized leases, in each case of the Borrower and
          its Subsidiaries for such period determined and consolidated in
          accordance with GAAP.

     1.1.45 GAAP shall mean generally accepted accounting principles as are in
          effect in the United States from time to time, subject to the
          provisions of Section 1.3, and applied on a consistent basis both as
          to classification of items and amounts.

     1.1.46 Guarantor shall mean each of the parties to this Agreement which is
          designated as a "Guarantor" on the signature page hereof and each
          other Person which joins this Agreement as a Guarantor after the date
          hereof pursuant to Section 11.17.

     1.1.47 Guarantor Joinder shall mean a joinder by a Person as a Guarantor
          under this Agreement, the Guaranty Agreement and the other Loan
          Documents in the form of Exhibit 1 . l(G)(1).

     1.1.48 Guarantv of any Person shall mean any obligation of such Person
          guaranteeing or in effect guaranteeing any liability or obligation of
          any other Person in any manner, whether directly or indirectly,
          including any agreement to indemnify or hold harmless any other
          Person, any performance bond or other suretyship arrangement and any
          other form of assurance against loss, except endorsement of negotiable
          or other instruments for deposit or collection in the ordinary course
          of business.

     1.1.49 Guarantv APreement shall mean the Guaranty Agreement executed and
          delivered by each of the Guarantors to the Agent for the benefit of
          the Banks.

     1.1.50 Historical Statements shall have the meaning assigned to that term
          in Section 6.1.8.1.

     1.1.51 Indebtedness shall mean, as to any Person at any time, any and all
          indebtedness, obligations or liabilities (whether matured or
          unmatured, liquidated or unliquidated, direct or indirect, absolute or
          contingent, or joint or several)of such Person for or in respect of:
          (i)borrowed money, (ii)amounts raised under or liabilities in respect
          of any note purchase or acceptance credit facility, (iii)reimbursement
          obligations (contingent or otherwise)under any letter of credit,
          currency swap agreement, interest rate swap, cap, collar or floor
          agreement or other interest rate management device, (iv)any other
          transaction (including forward sale or purchase agreements,
          capitalized leases and conditional sales agreements)having the
          commercial effect of a borrowing of money entered iuto by such Person
          to finance its operations or capital requirements (but not including
          trade payables and accrued expenses incurred in the ordinary course of

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          business which are not represented by a promissory note or other
          evidence of indebtedness and which are not more than thirty (30)days
          past due), or (v)any Guaranty of Indebtedness for borrowed money.

     1.1.52 Indemnitv shall mean the Environmental Indemnity Agreement among the
          Banks, the Agent and the Loan Parties relating to possible
          environmental liabilities associated with any of the Property.

     1.1.53 Ineligible Securitv shall mean any security which may not be
          underwritten or dealt in by member banks of the Federal Reserve System
          under Section 16 of the Banking Act of 1933 (12 U. S. C. Section 24,
          Seventh), as amended.

     1.1.54 Insolvencv Proceeding shall mean, with respect to any Person, (a)a
          case, action or proceeding with respect to such Person (i)before any
          court or any other Official Body under any bankruptcy, insolvency,
          reorganization or other similar Law now or hereafter in effect, or
          (ii)for the appointment of a receiver, liquidator, assignee,
          custodian, trustee, sequestrator, conservator (or similar official)of
          any Loan Party or otherwise relating to the liquidation, dissolution,
          winding-up or relief of such Person, or (b)any general assignment for
          the benefit of creditors, composition, marshaling of assets for
          creditors, or other, similar arrangement in respect of such Person's
          creditors generally or any substantial portion of its creditors;
          undertaken under any Law.

     1.1.55 Interest Period shall mean a Euro-Rate Interest Period.

     1.1.56 Interim Statements shall have the meaning assigned to that term in
          Section 6.1.8.1.

     1.1.57 Internal Revenue Code shall mean the Internal Revenue Code of 1986,
          as the same may be amended or supplemented fkom time to time, and any
          successor statute of similar import, and the rules and regulations
          thereunder, as from time to time in effect.

     1.1.58 Labor Contracts shall mean all employment agreements, employment
          contracts, collective bargaining agreements and other agreements among
          any Loan Party or Subsidiary of a Loan Party and its employees.

     1.1.59 Law shall mean any law (including common law), constitution,
          statute, treaty, regulation, rule, ordinance, opinion, release,
          ruling, order, injunction, writ, decree, bond, judgment, authorization
          or approval, lien or award of or settlement agreement with any
          Official Body.

     1.1.60 Lien shall mean any mortgage, deed of trust, pledge, lien, security
          interest, zge or other encumbrance or security mangement of any name
          whatsoever, whether voluntarily or involuntarily given, including any
          conditional sale or title retention arrangement, and any assignment,

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          deposit arrangement or lease intended as, or having the effect of,
          security and any filed financing statement or other notice of any of
          the foregoing (whether or not a lien or other encumbrance is created
          or exists at the time of the filing).

     1.1.61 Life Insurance Collateral shall mean the property of the Albert D.
          Greenaway in which security interests are to be granted under the Life
          Insurance Assignment.

     1.1.62 Life Insurance Assignment shall mean the Collateral Assignment of
          Life Insurance given by Albert D. Greenaway to Agent for the benefit
          of Banks.

     1.1.63 LLC Interests shall have the meaning given to such term in Section
            6.1.2.

     1.164 Loan Documents shall mean this Agreement, the Agent's Letter, the
          Guaranty Agreement, the Indemnity, the Mortgage, the Notes, the Life
          Insurance Assignment, the Security Agreement, and any other
          instruments, certificates or documents delivered or contemplated to be
          delivered hereunder or thereunder or in connection herewith or
          therewith, as the same may be supplemented or amended from time to
          time in accordance herewith or therewith, and Loan Document shall mean
          any of the Loan Documents.

     1.1.65 Loan Parties shall mean the Borrower and the Guarantors.

     1.1.66 Loan Request shall mean a Loan Request.

     1.1.67 Loans shall mean collectively and m shall mean separately all
          Revolving Credit Loans and the Term Loans or any Revolving Credit Loan
          or Term Loan.

     1.1.68 Lonp Term Debt shall mean any debt whose maturity date is greater
          than twelve (12)months.

     1.1.69 Mandatory Prepayment Date shall have the meaning assigned to that
          term in Section 5.6-l.

     1.1.70 Mandatory Prepavment of Excess Cash Flow shall have the meaning
          assigned to that term in Section 5.6.1.

     1.1.71 Material Adverse Change shall mean any set of circumstances or
          events which (a)has or could reasonably be expected to have any
          material adverse effect whatsoever upon the validity or enforceability
          of this Agreement or any other Loan Document, (b)is or could
          reasonably be expected to be material and adverse to the business,
          properties, assets, financial condition, results of operations or
          prospects of the Loan Parties taken as a whole, (c)impairs materially
          or could reasonably be expected to

                                       -9-
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          impair materially the ability of the Loan Parties taken as a whole to
          duly and punctually pay or perform its Indebtedness, or (d)impairs
          materially or could reasonably be expected to impair materiaily the
          ability of the Agent or any of the Banks, to the extent permitted, to
          enforce their legal remedies pursuant to this Agreement or any other
          Loan Document.

     1.1.72 Month, with respect to a Euro-Rate Interest Period, shall mean the
          interval between the days in consecutive calendar months numerically
          corresponding to the first day of such Interest Period. If any
          Euro-Rate Interest Period begins on a day of a calendar month for
          which there is no numerically corresponding day in the month in which
          such Interest Period is to end, the final month of such Interest
          Period shall be deemed to end on the last Business Day of such final
          month.

     1.1.73 Moody's shall mean Moody's Investor Service, Inc. and its
          successors.

     1.1.74 Mortgage shall mean the Mortgage with respect to the Real Property
          executed and delivered by Borrower to the Agent for the benefit of the
          Banks, as may be amended f? om time to time.

     1.1.75 Multiemplover Plan shall mean any employee benefit plan which is a
          "multiemployer plan" within the meaning of Section 4001(a)(3)of ERISA
          and to which the Borrower or any member of the ERISA Group is then
          making or accruing an obligation to make contributions or, within the
          preceding five Plan years, has made or had an obligation to make such
          contributions.

     1.1.76 Multiple Employer Plan shall mean a Plan which has two or more
          contributing sponsors (including the Borrower or any member of the
          ERISA Group)at least two of whom are not under common control, as such
          a plan is described in Sections 4063 and 4064 of ERISA.

     1.1.77 Notes shall mean the Revolving Credit Notes and the Term Notes, if
          any.

     1.1.78 Notices shall have the meaning assigned to that term in Section
          11.6.

     1.1.79 Oblipation shall mean any obligation or liability of any of the Loan
          Parties to the Agent or any of the Banks, howsoever created, arising
          or evidenced, whether direct or indirect, absolute or contingent, now
          or hereafter existing, or due or to become due, under or in connection
          with this Agreement, Notes or any other Loan Document.

     1.1.80 Official Body shall mean any national, federal, state, local or
          other government or political subdivision or any agency, authority,
          bureau, central bank, commission, department or instrumentality of
          either, or any court, tribunal, grand jury or arbitrator, in each case
          whether foreign or domestic.

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     1.1.81 Partnership Interests shall have the meaning given to such term in
          Section 6.1.2.

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

     1.1.83 Permitted Investments shall mean:

          1.1.83.1 direct obligations of the United States of America or any
               agency or instrumentality thereof or obligations backed by the
               full faith and credit of the United States of America maturing in
               twelve (12)months or less from the date of acquisition;

          1.1.83.2 commercial paper maturing in 180_days or less rated not lower
               than A-l, by Standard &Poor's or P-l by Moody's on the date of
               acquisition; and

          1.1.83.3 demand deposits, time deposits or certificates of deposit
               maturing within one year in commercial banks whose obligations
               are rated A-l, A or the equivalent or better by Standard &Poor's
               on the date of acquisition.

     1.1.84 Permitted Liens shall mean:

          1.1.84.1 Liens for taxes, assessments, or similar charges, incurred in
               the ordinary course of business and which are not yet due and
               payable;

          1.1.84.2 Agricultural Liens in an amount less than $50,000 (in the
               aggregate)and which are released of record within 30 days after
               the date of such filing;

          1.1.84.3 Pledges or deposits made in the ordinary course of business
               to secure payment of workmen's compensation, or to participate in
               any fund in connection with workmen's compensation, unemployment
               insurance, old-age pensions or other social security programs;

          1.1.84.4 Liens of mechanics, materialmen, warehousemen, carriers, or
               other like Liens, securing obligations incurred in the ordinary
               course of business that are not yet due and payable and Liens of
               landlords securing obligations to pay lease payments that are not
               yet due and payable or in default;

          1.1.84.5 Good-faith pledges or deposits made in the ordinary course of
               business to secure performance of bids, tenders, contracts (other
               than for the repayment of borrowed money)or leases, not in excess
               of the aggregate amount due thereunder, or to secure statutory

                                      -ll-
<PAGE>
               obligations, or surety, appeal, indemnity, performance or other
               similar bonds required in the ordinary course of business;

          1.1.84.6 Encumbrances consisting of zoning restrictions, easements or
               other restrictions on the use of real property, none of which
               materially impairs the use of such property or the value thereof,
               and none of which is violated in any material respect by existing
               or proposed structures or land use;

          1.1.84.7 Liens, security interests and mortgages in favor of the Agent
               for the benefit of the Banks;

          1.1.84.8 Liens by a bank on deposit accounts of any Loan Party or any
               Subsidiary of a Loan Party at such bank that arise by operation
               of law, and that are otherwise in compliance with the terms of
               this Agreement;

          1.1.84.9 Any Lien existing on the date of this Agreement and described
               on Schedule 1.1(P), provided that the principal amount secured
               thereby is not hereafter increased, and no additional assets
               become subject to such Lien; and

          1.1.84.10 The following, (A)if the validity or amount thereof is being
               contested in good faith by appropriate and lawful proceedings
               diligently conducted so long as levy and execution thereon have
               been stayed and continue to be stayed or (B)if a final judgment
               is entered and such judgment is discharged within thirty (30)days
               of entry, and in either case they do not affect the Collateral
               or, in the aggregate, materially impair the ability of any Loan
               Party to perform its Obligations hereunder or under the other
               Loan Documents:

               1.1.84.10.1 Claims or Liens for taxes, assessments or charges due
                    and payable and subject to interest or penalty, provided
                    that the applicable Loan Party maintains such reserves or
                    other appropriate provisions as shall be required by GASP
                    and pays all such taxes, assessments or charges forthwith
                    upon the commencement of proceedings to foreclose any such
                    Lien;

               1.1.84.10.2 Claims, Liens or encumbrances upon, and defects of
                    title to, real or personal property other than the
                    Collateral, including any attachment of personal or real
                    property or other legal process prior to adjudication of a
                    dispute on the merits;

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               1.1.84.10.3 Claims or Liens of mechanics, materialmen,
                    warehousemen, carriers, or OthtT statutory nonconsensual
                    Liens; or

               1.1.84.10.4 Liens resulting from final judgments or orders
                    described in Section 9.1.6.

     1.1.85 Person shall mean any individual, corporation, partnership, limited
          liability company, association, joint-stock company, trust,
          unincorporated organization, joint venture, government or political
          subdivision or agency thereof, or any other entity.

     1.1.86 Plan shall mean at any time an employee pension benefit plan
          (including a .Giple Employer Plan, but not a Multiemployer Plan)which
          is covered by. Title IV of ERISA or is subject to the minimum funding
          standards under Section 412 of the Internal Revenue Code and either
          (i)is maintained by any member of the ERISA Group for employees of any
          member of the ERISA Group or (ii)has at any time within the preceding
          five years been maintained by any entity which was at such time a
          member of the ERISA Group for employees of any entity which was at
          such time a member of the ERISA Group.

     1.1.87 PNC Bank shall mean PNC Bank, National Association, its successors
          and assigns.

     1.1.88 Potential Default shall mean any event or condition which with
          notice, passage of time or a determination by the Agent or the
          Required Banks, or any combination of the foregoing, would constitute
          an Event of Default.

     1.1.89 Principal Offtce shall mean the main banking office of the Agent in
          Cincinnati, Ohio.

     1.1.90 Prior Securitv Interest shall mean a valid and enforceable perfected
          firstpriority security interest under the Uniform Commercial Code in
          the UCC Collateral which is subject only to Liens for taxes not yet
          due and payable to the extent such prospective tax payments are given
          priority by statute.

     1.1.91 Prohibited Transaction shall mean any prohibited transaction as
          defined in Section 4975 of the Internal Revenue Code or Section 406 of
          ERISA for which neither an individual nor a class exemption has been
          issued by the United States Department of Labor.

     1.1.92 Property shall mean all real property, both owned and leased, of any
          Loan Party or Subsidiary of a Loan Party.

     1.1.93 Purchasing Bank shall mean a Bank that becomes a party to this
          Agreement by executing an Assignment and Assumption Agreement.

                                      -13 -
<PAGE>
     1.1.94 Ratable Share shall mean the proportion that a Bank's Commitment
          bears to the Commitments of all of the Banks.

     1.1.95 Real Property shall mean the real estate owned by Borrower and
          located in Darke County, Ohio, which shall be encumbered by the
          Mortgage.

     1.1.96 Regulated Substances shall mean, without limitation, any substance,
          material or waste, regardless of its form or nature, defined under
          Environmental Laws as a "hazardous substance," "pollutant,"
          "pollution," "contaminant," "hazardous or toxic substance," "extremely
          hazardous substance, " "toxic chemical, " "toxic substance," "toxic
          waste," "hazardous waste, " "special handling waste," "industrial
          waste," "residual waste," "solid waste," "municipal waste," "mixed
          waste," "infectious waste," "chemotherapeutic waste, " "medical
          waste," or "regulated substance" or any other material, substance or
          waste, regardless of its form or nature, which otherwise is regulated
          by Environmental Laws.

     1.1.97 Regulation U shall mean Regulation U, T, G or X as promulgated by
          the Board of Governors of the Federal Reserve System, as amended from
          time to time.

     1.1.98 Renewal Fee shall have the meaning set forth in Section 10.15.

     1.1.99 Reportable Event shall mean a reportable event described in Section
          4043 of ERlSA and regulations thereunder with respect to a Plan or
          Multiemployer Plan

     l.l.lOO Required Banks shall mean:

          1.1.100.1 if there are no Loans, Required Banks shall mean Banks whose
               Commitments aggregate at least 66%of the Commitments of all of
               the Banks, or

          1.1.100.2 if there are Loans, Required Banks shall mean:

               1.1.100.2.1 prior to a termination of the Commitments hereunder
                    pursuant to Section 9.2.1 or 9.2.2, any Bank or group of
                    Banks if the sum of the Loans of such Banks then outstanding
                    aggregates at least 66%of the total principal amount of all
                    of the Loans then outstanding.

               1.1.100.2.2 After a termination of the Commitments hereunder
                    pursuant to Section 9.2.1 or 9.2.2, any Bank or group of
                    Banks if the sum of the Loans of such Banks then outstanding
                    aggregates at least _%of the total principal amount of all
                    of the Loans then outstanding.

                                      -14-
<PAGE>
     l.l.lOl Required Environmental Notices shall mean all notices, reports,
          plans, forms or other filings which pursuant to Environmental Laws,
          Required Environmental Permits or at the request or direction of an
          Official Body either must be submitted to an Official Body or which
          otherwise must be maintained.

     l.l.lO Required Environmental Permits shall mean all permits, licenses,
          bonds, consents, programs, approvals or authorizations required under
          Environmental Laws to own, occupy or maintain the Property or which
          otherwise are required for the operations and business activities of
          the Borrower or Guarantors.

     1.1.103 Required Share shall have the meaning assigned to such term in
          Section 5.11.

     1.1.104 Revolving Credit Commitment shall mean, as to any Bank at any time,
          the amount initially set forth opposite its name on Schedule 1.1(B)in
          the colUmn labeled "Amount of Commitment for Revolving Credit Loans,"
          and thereafter on Schedule I to the most recent Assignment and
          Assumption Agreement, and Revolvinp Credit Commitments shall mean the
          aggregate Revolving Credit Commitments of all of the Banks.

     1.1.105 Revolving Credit Loans shall mean collectively and Revolvinp Credit
          Loan shall mean Separately all Revolving Credit Loans or any Revolving
          Credit Loan made by the Banks or one of the Banks to the Borrower
          pursuant to Section 2.1.

     1.1.106 Revolving Credit Notes shall mean any Revolving Credit Note of the
          Borrower issued by the Borrower at the request of a Bank pursuant to
          Section 5.10 evidencing the Revolving Credit Loans to such Bank,
          together with all amendments, extensions, renewals, replacements,
          refinancings or retidings thereof in whole-or in part.

     1.1.107 Revolving Facility Usage shall mean at any time the sum of the
          Revolving Credit Loans outstanding.

     1.l.O8 SEC shall mean the Securities and Exchange Commission or any
          governmental agencies substituted therefor.

     1.1.109 Section 20 Subsidiary shall mean the Subsidiary of the bank holding
          company controlling any Bank, which Subsidiary has been granted
          authority by the Federal Reserve Board to underwrite and deal in
          certain Ineligible Securities.

     1.l.l1O Securitv Apreement shall mean the Security Agreement executed and
          delivered by each of the Loan Parties to the Agent for the benefit of
          the Banks.
                                      -15 -
<PAGE>
     1.1.111 Settlement Date shall mean the day of each week that Borrower makes
          a draw or a payment (if such day is a Business Day and if not, the
          next succeeding Business Day)and any other Business Day on which the
          Agent elects to effect settlement pursuant to Section 5.11.

     1.1.112 Shares shall have the meaning assigned to that term in Section
           6.1.2.

     1.1.113 Standard &Poor's shall mean Standard &Poor's Ratings Services, a
          division of The McGraw-Hill Companies, Inc., and its successors.

     1.l.114 Subsidiary of any Person at any time shall mean (i)any corporation
          or trust of which 50%or more (by number of shares or number of
          votes)of the outstanding capital stock or shares of beneficial
          interest normally entitled to vote for the election of one or more
          directors or trustees (regardless of any contingency which does or may
          suspend or dilute the voting rights)is at such time owned directly or
          indirectly by such Person or one or more of such Person's
          Subsidiaries, (ii)any partnership of which such Person is a general
          partner or of which 50%or more of the partnership interests is at the
          time directly or indirectly owned by such Person or one or more of
          such Person's Subsidiaries, (iii)any limited liability company of
          which such Person is a member or of which 50%or more of the limited
          liability company interests is at the time directly or indirectly
          owned by such Person or one or more of such Person's Subsidiaries or
          (iv)any corporation, trust, partnership, limited liability company or
          other entity which is controlled or capable of being controlled by
          such Person or one or more of such Person's Subsidiaries.

     l.lll Subsidiarv Shares shall have the meaning assigned to that term in
          Section 6.1.2.

     1.1.116 TangibIe Net Worth shall mean the total of the paid in capital,
          capital contributions, surplus, general contingency reserves and
          retained earnings (deficit)of Borrower and its Subsidiaries as
          determined on a consolidated basis in accordance with generally
          accepted accounting principles, minus the following items (without
          duplication of deductions), if any, appearing on the consolidated
          balance sheet of Borrower:

          (i)  all deferred charges (less amortization, unamortized debt
               discount and expense and corporate organization expenses;

          (ii) the book amount of all assets which would be treated as
               intangibles under generally accepted accounting principles,
               including, without limitation, such items as goodwill, trademark
               applications, trade names, service marks, brand names,
               copyrights, patents, patent applications and licenses, and rights
               with respect to the foregoing;

          (iii)the amount by which aggregate inventories or aggregate
               securities appearing on the asset side of s such consolidated
               balance sheet
                                      -16-
<PAGE>
               exceed the lower or cost or market value (at the date of such
               balance sheet)thereof;

          (iv) any write-up in the book amount of any asset resulting from a
               revaluation thereof from the book amount entered upon acquisition
               of such asset; and

          (v)  the account identified as "other" on Borrower's financial
               statements which represents the debt owing from Whiteford
               Partners, L. P. to Borrower.

     1.1.117 Term Loan A shall have the meaning given to such term in Section
          3.1.1.

     1.1.118 Term Loan B shall have the meaning given to such term in Section
          3.1.2.

     1.l.119 Term Loan C shall have the meaning given to such term in Section
          3.1.3.

     l.l.l2O Term Loans shall mean collectively Term Loan A, Term Loan B and
          Term Loan C.

     1.1.121 Term Loan A Interest Rate shall mean the interest rate set forth in
          Section 4.1.2.1.

     1.1.122 Term Loan B Interest Rate shall mean the interest rate set forth in
          Section 4.1.2.2.

     1.1.123 Term Loan C Interest Rate shall mean the interest rate set forth in
          Section 4.1.2.3.

     1.1.124 Term Loan Commitment shall mean, as to any Bank at any time, the
          amount initially set forth opposite its name on Schedule 1.1(B)in the
          column labeled "Amount of Commitment for Term Loans," and thereafter
          on Schedule I to the most recent Assignment and Assumption Agreement,
          and Term Loan Commitments shall mean the aggregate Term Loan
          Commitments of all of the Banks.

     1.1.125 Term Notes shall mean collectively and Term Note shall mean
          separately all of the Term Notes of the Borrower issued by the
          Borrower at the request of a Bank pursuant to Section 5.10 evidencing
          the Term Loans together with all amendments, extensions, renewals,
          replacements, refinancings or refunds thereof in whole or in part.

     1.1.126 Transferor Bank shall mean the selling Bank pursuant to an
          Assignment and Assumption Agreement.

     1.1.127 UCC Collateral shall mean the property of the Loan Parties in which
          security interests are to be granted under the Security Agreement.

                                     -17-
<PAGE>
     1.1.128 Uniform Commercial Code shall mean the Uniform Commercial Code as
          in effect in each applicable jurisdiction (the "Uniform Commercial
          Code")or other applicable Law entitled to all the rights, benefits and
          priorities provided by the Uniform Commercial Code or such Law.

1.2  Construction. Unless the context of this Agreement otherwise clearly
     requires, the following rules of construction shall apply to this Agreement
     and each of the other Loan Documents:

     1.2.1 Number; Inclusion. References to the plural include the singular, the
          plural,  the  part  and the  whole;  "or"  has the  inclusive  meaning
          represented by the phrase  "and/or," and  "including"  has the meaning
          represented by the phrase "including without limitation";

     1.2.2 Determination. References to "determination" of or by the Agent or
          the Banks shall be deemed to include good-faith estimates by the Agent
          or the Banks (in the case of quantitative determinations)and
          good-faith beliefs by the Agent or the Banks (in the case of
          qualitative determinations)and such determination shall be conclusive
          absent manifest error;

     1.2.3 Agent's Discretion and Consent. Whenever the Agent or the Banks are
          granted the right herein to act in its or their sole discretion or to
          grant or withhold consent such right shall be exercised in good faith,

     1.2.4 Documents Taken as a Whole. The words "hereof," "herein,"
          "hereunder," "hereto" and similar terms in this Agreement or any other
          Loan Document refer to this Agreement or such other Loan Document as a
          whole and not to any particular provision of this Agreement or such
          other Loan Document;

     1.2.5 Headings. The section and other headings contained in this Agreement
          or such other Loan Document and the Table of Contents (if any),
          preceding this Agreement or such other Loan Document are for reference
          purposes only and shall not control or affect the construction of this
          Agreement or such other Loan Document or the interpretation thereof in
          any respect;

     1.2.6 Implied References to this Apreement. Article, section, subsection,
          clause, schedule and exhibit references are to this Agreement or other
          Loan Document, as the case may be, unless otherwise specified;

     1.2.7 Persons. Reference to any Person includes such Person's successors
          and assigns but, if applicable, only if such successors and assigns
          are permitted by this Agreement or such other Loan Document, as the
          case may be, and reference to a Person in a particular capacity
          excludes such Person in any other capacity;

                                      -18-
<PAGE>
     1.2.8 Modifications to Documents. Reference to any agreement (including
          this Agreement and any other Loan Document together with the schedules
          and exhibits hereto .or thereto), document or instrument means such
          agreement, document or instrument as amended, modified, replaced,
          substituted for, superseded or restated;

     1.2.9 From, To and Through. Relative to the determination of any period of
          time, "from" means "from and including," "to" means "to but
          excluding," and "through" means "through and including"; and

     1.2.10 Shall: Will. References to "shall" and "will" are intended to have
          the same meaning.

1.3  Accounting Principles. Except as otherwise provided in this Agreement, all
     computations and determinations as to accounting or financial matters and
     all financial statements to be delivered pursuant to this Agreement shall
     be made and prepared in accordance with GAAP (including principles of
     consolidation where appropriate), and all accounting or financial terms
     shall have the meanings ascribed to such terms by GAAP; provided, however,
     that all accounting terms used in Section 8.2 (and all defined terms used
     in the definition of any accounting term used in Section 8.2 shall have the
     meaning given to such terms (and defined terms)under GASP as in effect on
     the date hereof applied on a basis consistent with those used in preparing
     the Annual Statements referred to in Section 6.1.8.1. In the event of any
     change. after the date hereof in GAAP, and if such change would result in
     the inability to determine compliance with the financial covenants set
     forth in Section 8.2 based upon the Borrower's regularly prepared financial
     statements by reason of the preceding sentence, then the parties hereto
     agree to endeavor, in good faith, to agree upon an amendment to this
     Agreement that would adjust such financial covenants in a manner that would
     not affect the substance thereof, but would allow compliance therewith to
     be determined in accordance with the Borrower's financial statements at
     that time.

2.   REVOLVING CREDIT FACILITIES.

     2.1  Revolving Credit Commitments.

          2.1.1 Revolving Credit Loans. Subject to the terms and conditions
               hereof and relying upon the representations and warranties herein
               set forth, each Bank severally agrees to make Revolving Credit
               Loans to the Borrower at any time or from time to time on or
               after the date hereof to the Expiration Date provided that after
               giving effect to each such Loan the aggregate amount of Loans
               from such Bank shall not exceed the lesser of (i)such Bank's
               Revolving Credit Commitment, or (ii)the Borrowing Base. Within
               such limits of time and amount and subject to the other
               provisions of this Agreement, the Borrower may borrow, repay and
               reborrow pursuant to this Section 2.1.

                                      -19-
<PAGE>
     2.2  Nature of Banks'Oblbations with Respect to Revolvine Credit Loans.
          Each Bank shall be obligated to participate in each request for
          Revolving Credit Loans pursuant to Section 2.3 in accordance with its
          Ratable Share. The aggregate Dollar Equivalent amount of each Bank's
          Revolving Credit Loans outstanding hereunder to the Borrower at any
          time shall never exceed its Revolving Credit Commitment. The
          obligations of each Bank hereunder are several. The failure of any
          Bank to perform its obligations hereunder shall not affect the
          Obligations of the Borrower to any other party nor shall any other
          party be liable for the failure of such Bank to perform its
          obligations hereunder. The Banks shall have no obligation to make
          Revolving Credit Loans hereunder on or after the Expiration Date.

     2.3  Revolvinp Credit Loan Requests.

          2.3.1 Revolving Credit Loan Requests. Except as otherwise provided
               herein, the Borrower may from time to time prior to the
               Expiration Date request the Banks to make Revolving Credit Loans
               by delivering to the Agent, not later than 10: 00 a. m.,
               Cincinnati tune, one (1)Business Day prior to either the proposed
               Borrowing Date of a duly completed request therefor substantially
               in the form of Exhibit 2.3 or a request by telephone immediately
               confirmed in writing by letter, facsimile or telex in such form
               (each, a "Loan Request"), it being understood that the Agent may
               rely on the authority of any individual making such a telephonic
               request without the necessity of receipt of such written
               confirmation. Each Loan Request shall be accompanied by a duly
               completed Borrowing Base Certificate substantially, shall be
               irrevocable and shall specify (i)the proposed Borrowing Date; and
               (ii)the aggregate amount of the proposed Loans, which shall be
               not more than the Maximum Amount.

     2.4  Making Revolvinp Credit The Loans: RevolvinP Agent shall, Credit
          Notes. promptly after receipt by it of a Loan Request pursuant to
          Section 2.3, notify the Banks of its receipt of such Loan Request
          specifying: (i)the proposed Borrowing Date and the time and method of
          disbursement of the Revolving Credit Loans requested thereby; (ii)the
          amount and type of each such Revolving Credit Loan; and (iii)the
          apportionment among the Banks of such Revolving Credit Loans as
          determined by the Agent in accordance with Section 2.2. Each Bank
          shall remit the principal amount of each Revolving Credit Loan to the
          Agent such that the Agent is able to, and the Agent shah, to the
          extent the Banks have made funds available to it for such purpose and
          subject to Section 7.2, fund such Revolving Credit Loans to the
          Borrower in U. S. Dollars and immediately available funds at the
          Principal Office prior to 2: 00 p. m., Cincinnati, Ohio time, on the
          applicable Borrowing Date, provided that if any Bank fails to remit
          such funds to the Agent in a timely manner, the Agent may elect in its
          sole discretion to fund with its own funds the Revolving Credit Loans
          of such Bank on such Borrowing Date, and such Bank shall be subject to
          the repayment obligation in Section 10.16.

                                      -20-
<PAGE>
     2.5  RevolvinP Credit Notes. The Obligation of the Borrower to repay the
          aggregate unpaid principal amount of the Revolving Credit Loans made
          to it by each Bank, together with interest thereon, shall be evidenced
          by a Revolving Credit Note dated the Closing Date payable to the order
          of such Bank in a face amount equal to the Revolving Credit Commitment
          of such Bank.

     2.6  Use of Proceeds. The proceeds of the Revolving Credit Loans shah be
          used for working capital purposes and in accordance with Section
          8.1.10.

     2.7  Extension bv Banks of the Expiration Date. Upon or promptly after
          delivery by the Borrower of the annual financial statements to be
          provided under Section 8.3.3 for the fiscal year ending December 3
          1,200O or any subsequent fiscal year, the Borrower may request a
          one-year extension of the Expiration Date by written notice to the
          Banks, and the Banks agree to respond to the Borrower's request for an
          extension by the later of sixty (60)days following receipt of the
          request; provided, however, that the failure of any Bank to respond
          within such time period shall not in any manner constitute an
          agreement by such Bank to extend the Expiration Date. If all Banks
          elect to extend, the Expiration Date shall be extended for a period of
          one year.

3.   TERM LOANS.

     3.1  Term Loan Commitments. Subject to the terms and conditions hereof, and
          relying upon the representations and warranties herein set forth, each
          Bank severally agrees to make the term loans asset forth below to the
          Borrower on the Closing Date in such principal amount as the Borrower
          shall request up to, but not exceeding such Bank's Term Loan
          Commitment:

          3.1.1 Term Loan A. Each Bank severally agrees to make, subject to the
               terms and conditions herein set forth, the Term Loan A (" Term
               Loan A")to the Borrower in an amount not to exceed $3,177,806.99
               in the aggregate; provided that no Default or Event of Default
               exists.

          3.1.2 Term Loan B. Each Bank severahy agrees to make, subject to the
               terms and conditions herein set forth, the Term Loan B (" Term
               Loan B")to the Borrower in an amount not to exceed $574,604.89 in
               the aggregate; provided that no Default or Event of Default
               exists.

          3.1.3 Term Loan C. Each Bank severally agrees to make, subject to the
               terms and conditions herein set forth, the Term Loan C (" Term
               Loan C")to the Borrower in an amount not to exceed $1,000,000 in
               the aggregate; provided that no Default or Event of Default
               exists.

     3.2  Nature of Banks'Obligations with Respect to Term Loans. The
          obligations of each Bank to make Term Loans to the Borrower shah be in
          the proportion that such Bank's Term Loan Commitment bears to the Term
          Loan Commitments of all Banks to the Borrower, but each Bank's Term
          Loan to the Borrower shall never exceed its Term Loan Commitment. The
          failure of any Bank to make a Term

                                      -2l-
<PAGE>
          Loan shall not relieve any other Bank of its obligations to make a
          Term Loan nor shall it impose any additional liability on any other
          Bank hereunder. The Banks shall have-no obligation to make Term Loans
          hereunder after the Closing Date. The Term Loan Commitments are not
          revolving credit commitments, and the Borrower shall not have the
          right to borrow, repay and reborrow under Section 3.1.

     3.3  Use of Proceeds_The proceeds of the Term Loans shall be used for
          working capital and in accordance with Section 8.1.10.

4.   INTEREST RATES.

     4.1  Interest Rates. The Borrower shall pay interest in respect of the
          outstanding unpaid principal amount of the Loans as set forth below
          applicable to the Loans. If at any 'time the designated rate
          applicable to any Loan made by any Bank exceeds such Bank's highest
          lawful rate, the rate of interest on such Bank's Loan shall be limited
          to such Bank's highest lawful rate.

               4.1.1 Revolving Credit Interest Rate. The Borrower shah pay
                    interest for the Revolving Credit Loan at a fluctuating rate
                    per annum (computed on the basis of a year of 360 days and
                    actual days elapsed)equal to the Base Rate plus two percent
                    (2%), such interest rate to change automatically from time
                    to time effective as of the effective date of each change in
                    the Base Rate.

               4.1.2 Term Loan Interest Rates. The Borrower shall pay interest
                    for each Term Loans at the interest rates as set forth
                    below:

                    4.1.2.1 Term Loan A Rate. The Borrower shah pay interest for
                         Term Loan A at a fluctuating rate per annum (computed
                         on the basis of a year of 360 days and actual days
                         elapsed)equal to the Base Rate plus one percent (l%),
                         such interest rate to change automatically from time to
                         time effective as of the effective date of each change
                         in the Base Rate.

                    4.1.2.2 Term Loan B Rate. The Borrower shall pay interest
                         for Term Loan B at a rate per annum (computed on the
                         basis of a year of 360 days and actual days
                         elapsed)equal to the Euro-Rate plus three percent (3%).

                    4.1.2.3 Term Loan C Bate. The Borrower shall pay interest
                         for Term Loan C at a fluctuating rate per annum
                         (computed on the basis of a year of 360 days and actual
                         days elapsed)equal to the Base Rate plus two percent
                         (2%), such interest rate to change automatically from
                         time to time effective as of the effective date of each
                         change in the Base Rate.

                                      -22-
<PAGE>
     4.2  Interest After Default. To the extent permitted by Law, upon the
          occurrence of an Event of Default and until such time such Event of
          Default shah have .been cured or waived:

          4.2.1 The Interest rate Rate. of interest for each Loan otherwise
               applicable pursuant to Section 4.1, respectively, shall be
               increased by 6.0%per annum; and

          4.2.2 Other Obligations. Each other Obligation hereunder if not paid
               when due shall bear interest at a rate per annum equal to the sum
               of the rate of interest applicable under the Revolving Credit
               Base Rate plus an additional 6%per annum from the time such
               Obligation becomes due and payable and until it is paid in full.
               The

          4.2.3 Acknowledement. Borrower acknowledges that the increase in rates
               referred to in this Section 4.2 reflects, among other things, the
               fact that such Loans or other amounts have become a substantially
               greater risk given their default status and that the Banks are
               entitled to additional compensation for such risk; and all such
               interest shah be payable by Borrower upon demand by Agent.

     4.3  Euro-Rate Unascertainable: Illegality; Increased Costs: Deposits Not
          Available.

          4.3.1 Unascertainable. If on any date on which a Euro-Rate would
               otherwise be determined with respect to Term Loan B, the Agent
               shall have determined that:

          4.3.1.1 adequate and reasonable means do not exist for ascertaining
               such Euro-Rate, or

          4.3.1.2 a contingency has occurred which materially and adversely
               affects the London interbank eurodollar market relating to the
               Euro-Rate,

               the Agent shall have the rights specified in Section 4.4.3.

          4.3.2 Illegality; Increased Costs: Deposits Not Available. If at any
               time any Bank shall have determined that:

               4.3.2.1 the making, maintenance or funding of any Loan to which a
                    Euro-Rate applies has been made impracticable or unlawful by
                    compliance by such Bank in good faith with any Law or any
                    interpretation or application thereof by any Official Body
                    or with any request or directive of any such Official Body
                    (whether or not having the force of Law), or

                                      -23-
<PAGE>
               4.3.2.2 such Euro-Rate will not adequately and fairly reflect the
                    cost to such Bank of the establishment or maintenance of any
                    such Loan, or

               4.3.2.3 after making all reasonable efforts, deposits of the
                    relevant amount in Dollars for the relevant Interest Period
                    for a Loan, or to banks generally, to which a Euro-Rate
                    applies, respectively, are not available to such Bank with
                    respect to such Loan, or to banks generally, in the London
                    interbank eurodollar market,

               then the Agent shall have the rights specified in Section 4.4.3.

          4.3.3 Agent's and Bank's Riphts. In the case of any event specified in
               Section 4.4.1 above, the Agent shall promptly so notify the Banks
               and the Borrower thereof, and in the case of an event specified
               in Section 4.4.2 above, such Bank shall promptly so notify the
               Agent and endorse a certificate to such notice as to the specific
               circumstances of such notice, and the Agent shall promptly send
               copies of such notice and certificate to the other Banks and the
               Borrower. Upon such notice, the Borrower shall, subject to the
               Borrower's indemnification Obligations under Section 5.7.2, as to
               any Loan of the Bank to which a Euro-Rate Option applies, on the
               date specified in such notice either (i)as applicable, convert
               such Loan to the Base Rate Gption otherwise available with
               respect to such Loan or (ii)prepay such Loan in accordance with
               Section 5.5. Absent due notice from the Borrower of conversion or
               prepayment, such Loan shall automatically be converted to the
               Base Rate Option otherwise available with respect to such Loan
               upon such specified date.

5.   PAYMENTS.

     5.1  Payments. All payments and prepayments to be made in respect of
          principal, interest or other fees or amounts due from the Borrower
          hereunder shall be payable prior to 11: OO a. m., Cincinnati, Ohio
          time, on the date when due without presentment, demand, protest or
          notice of any kind, all of which are hereby expressly waived by the
          Borrower, and without set-off, counterclaim or other deduction of any
          nature, and an action therefor shall immediately accrue. Such payments
          shall be made to the Agent at the Principal Office for the ratable
          accounts of the Banks with respect to the Revolving Credit Loans or
          Term Loans in U. S. Dollars and in immediately available funds, and
          the Agent shall promptly distribute such amounts to the Banks in
          immediately available funds, provided that in the event payments are
          received by 11: OO a. m., Cincinnati, Ohio time, by the Agent with
          respect to the Loans and such payments are not distributed to the
          Banks on the same day received by the Agent, the Agent shall pay the
          Banks the Federal Funds Effective Rate in the case of Loans or other
          amounts due in Dollars, with respect to the amount of such payments
          for each day held by the Agent and not distributed to the Banks. The
          Agent's and each Bank's statement of

                                      -24-
<PAGE>
          account, ledger or other relevant record shall, in the absence of
          manifest error, be conclusive as the statement of the amount of
          principal of and interest on the Loans and other amounts owing under
          this Agreement (including the Equivalent Amounts of the applicable
          currencies where such computations are required )and shall be deemed
          an "account stated."

     5.2  Pro Rata Treatment of Banks. Each borrowing of Revolving Credit Loans
          or Term Loans shall be allocated to each Bank according to its Ratable
          Share, and each payment or prepayment by the Borrower with respect to
          principal or interest on the Revolving Credit Loans or Term Loans or
          other fees or amounts due from the Borrower hereunder to the Banks
          with respect to the Revolving Credit Loans or Term Loans, shall
          (except as provided in Section 4.3.3 in the case of an event specified
          in Section 4.3, 5.5.2 or 5.7)be made in proportion to the applicable
          Revolving Credit Loans or Term Loans outstanding from each Bank and,
          if no such Loans are then outstanding, in proportion to the Ratable
          Share of each Bank.

     5.3  Interest Payment Dates. Interest on all Loans shall be due and payable
          in arrears on the first Business Day of each month after the date
          hereof and on the Expiration Date or upon acceleration of the Loan.
          Interest on mandatory prepayments of principal under Section 5.6 shall
          be due on the date such mandatory prepayment is due. Interest on the
          principal amount of each Loan or other monetary Obligation shall be
          due and on demand after such principal amount or other monetary
          Obligation becomes due and payable (whether on the stated maturity
          date, upon acceleration or otherwise).

     5.4  Principal Payment Dates Principal on the Term Loans shall be due and
          payable on the first Business Day of each month after the date hereof
          and on the Expiration Date or upon acceleration of the Loan. Borrower
          shall make monthly principal payment amounts on the Term Loans as
          follows:

          5.4.1 Term Loan A. Borrower shall make monthly principal payments to
               Agent in the amount of $11,000.

          5.4.2 Term Loan B. Borrower shall make monthly principal payments to
               Agent in the amount of $27,362.00.

          5.4.3 Term Loan C. Beginning on November 1,2000, Borrower shall make
               monthly principal payments to Agent in the amount of $12,000.

     5.5  Voluntary Prepayments.

          5.5.1 Right to Prepay. The Borrower shall have the right at its option
               from time to time to prepay the Loans in whole or part without
               premium or penalty (except as provided in Section 5.5.2 below or
               in Section 5.7):

               5.5.1.1 at any time with respect to any Loan to which the Base
                    Rate applies,

                                      -25-
<PAGE>
               5.5.1.2 on the last day of the applicable Interest Period with
                    respect to Loans to which a Euro-Rate applies,

               5.5.1.3 on the date specified in a notice by any Bank pursuant to
                    Section 4.3 with respect to any Loan to which a Euro-Rate
                    applies.

               Whenever the Borrower desires to prepay any part of the Loans, it
               shall provide a prepayment notice to the Agent by 1: 00 p. m. at
               least one (1) Business Day prior to the date of prepayment of the
               Revolving Credit Loans or Term Loans, setting forth the following
               information:

               (i)  the date, which shall be a Business Day, on which the
                    proposed prepayment is to be made;

               (ii) a statement indicating the application of the prepayment
                    between Revolving Credit Loans and Term Loans; and

               (iii) the total principal amount of such prepayment.

                    All prepayment notices shall be irrevocable. The principal
                    amount of the Loans for which a prepayment notice is given,
                    together with interest on such principal amount except with
                    respect to Loans to which the Base Rate applies, shall be
                    due and payable on the date specified in such prepayment
                    notice as the date on which the proposed prepayment is to be
                    made. All Term Loan prepayments permitted pursuant to this
                    Section 5.5.1 shall be applied to the unpaid installments of
                    principal of the Term Loans in the inverse order of
                    scheduled maturities. Except as provided in Section 4.3.3,
                    if the Borrower prepays a Loan but fails to specify the
                    applicable Loan which the Borrower is prepaying, the
                    prepayment shall be applied (i)first to Revolving Credit
                    Loans and then to Term Loans; and (ii)after giving effect to
                    the allocations in clause (i)above and in the preceding
                    sentence, first to Loans to which the Base Rate applies,
                    then to Loans to which the Euro-Rate applies. Any prepayment
                    hereunder shall be subject to the Borrower's Obligation to
                    indemnify the Banks under Section 5.7.2.

          5.5.2 Replacement of a Bank. In the event any Bank (i)gives notice
               under Section 4.3 or Section 5.7.1, (ii)does not fund Revolving
               Credit Loans because the making of such Loans would contravene
               any Law applicable to such Bank, or (iii)becomes subject to the
               control of an Official Body (other than normal and customary
               supervision), then the Borrower shall have the right at its
               option, with the consent of the Agent, which shall not be
               unreasonably withheld, to prepay the Loans of such Bank in whole,
               together with all interest accrued thereon, and terminate such
               Bank's Commitment within ninety (90)days after (x)receipt of such
               Bank's notice under Section 4.3 or 5.7.1, (y)the date such Bank
               has failed to fund

                                      -26 -
<PAGE>
               Revolving Credit Loans because the making of such Loans would
               contravene Law applicable to such Bank, or (z)the date such Bank
               became subject to the control of an Official Body, as applicable;
               provided that the Borrower shall also pay to such Bank at the
               time of such prepayment any amounts required under Section 5.7
               and any accrued interest due on such amount and any related fees;
               provided, however, that the Commitment and Term Loan of such Bank
               shall be provided by one or more of the remaining Banks or a
               replacement bank acceptable to the Agent; provided, further, the
               remaining Banks shall have no obligation hereunder to increase
               their Commitments. Notwithstanding the foregoing, the Agent may
               only be replaced subject to the requirements of Section A*10 14

          5.5.3 Chance of Lendine Offrce. Each Bank agrees that upon the
               occurrence of any event giving rise to increased costs or other
               special payments under Section 4.3.2 or 5.7.1 with respect to
               such Bank, it will if requested by the Borrower, use reasonable
               efforts (subject to overall policy considerations of such Bank)to
               designate another Lending Office for any Loans affected by such
               event, provided that such designation is made on such terms that
               such Bank and its Lending Office suffer no economic, legal or
               regulatory disadvantage, with the object of avoiding the
               consequence of the event giving rise to the operation of such
               Section. Nothing in this Section 5.5.3 shall affect or postpone
               any of the Obligations of the Borrower or any other Loan Party or
               the rights of the Agent or any Bank provided in this Agreement.

     5.6  Mandatory Prepayments.

          5.6.1 Excess Cash Flow. Within five (5)Business Days of delivery of
               the Borrower's annual financial statements pursuant to Section
               8.3.3, but in any event no later than May 15*of each year during
               the term hereof (each, a "Mandatory Prepayment Date"), the
               Borrower shall make a mandatory prepayment of principal on the
               Term Loans equal to 25%of Excess Cash Flow for the immediately
               preceding fiscal year, subject to a credit for voluntary
               prepayments made pursuant to Section 5.5 during the immediately
               preceding fiscal year, together with accrued interest on such
               principal amount (each, a "Mandatory Prepayment of Excess Cash
               Flow"). Each Mandatory Prepayment of Excess Cash Flow shall be
               applied to payment in full of the principal amount of the Term
               Loans by application to the unpaid installments of principal in
               the inverse order of scheduled maturities. To the extent that a
               Mandatory Prepayment of Excess Cash Flow exceeds the outstanding
               principal amount of the Term Loans, such prepayment shall be
               limited to the amount necessary to prepay the Term Loans in full.

          5.6.2 Sale of Assets. Within five (5)Business Days of any sale of
               assets authorized by Section 8.2.6.5, the Borrower shall make a
               mandatory
                                      -27-
<PAGE>
               prepayment of principal on the Term Loans equal to the after-tax
               proceeds of such sale (as estimated in good faith by the
               Borrower), together with accrued interest on such principal
               amount. All prepayments pursuant to this Section 5.6.2 shall be
               applied to payment in full of the principal amount of the Term
               Loans by application to the unpaid installments of principal in
               the inverse order of scheduled maturities.

          5.6.3 Application Among Interest Rates. All prepayments required
               pursuant to this Section 5.6 shall first be applied among the
               interest rates to the principal amount of the Loans subject to
               the Base Rate, then to Loans subject to a Euro-Rate. In
               accordance with Section 5.7.2, the Borrower shall indemnify the
               Banks for any loss or expense, including loss of margin, incurred
               with respect to any such prepayments applied against Loans
               subject to a Euro-Rate on any day other than the last day 'of the
               applicable Interest Period.

     5.7  Additional Compensation in Certain Circumstances.

          5.7.1 Increased Costs or Reduced Return ResultinP from Taxes,
               Reserves, Capital Adequacy Requirements, Expenses, Etc. If any
               Law, guideline or interpretation or any change in any Law,
               guideline or interpretation or application thereof by any
               Official Body charged with the interpretation or administration
               thereof or compliance with any request or directive (whether or
               not having the force of Law)of any central bank or other Official
               Body:

          5.7.1.1 subjects any Bank to any tax or changes the basis of taxation
               with respect to this Agreement, the Notes, the Loans or payments
               by the Borrower of principal, interest, Commitment Fees, or other
               amounts due from the Borrower hereunder or under the Notes
               (except for taxes on the overall net income of such Bank),

          5.7.1.2 imposes, modifies or deems applicable any reserve, special
               deposit or similar requirement against credits or commitments to
               extend credit extended by, or assets (funded or contingent)of,
               deposits with or for the account of, or other acquisitions of
               funds by, any Bank or any Lending Office of any Bank, or

          5.7.1.3 imposes, modifies or deems applicable any capital adequacy or
               similar requirement (A)against assets (funded or contingent)of,
               or letters of credit, other credits or commitments to extend
               credit extended by, any Bank, or (B)otherwise applicable to the
               obligations of any Bank or any Lending Office of any Bank under
               this Agreement,

          and the result of any of the foregoing is to increase the cost to,
          reduce the income receivable by, or impose any expense (including loss
          of margin)upon any Bank

                                      -28 -
<PAGE>
         or its Lending Office with respect to this Agreement, the Notes or the
         making, maintenance or funding of any part of the Loans (or, in the
         case of any capital adequacy or similar requirement, to have the effect
         of reducing the rate of return on any Bank's capital, taking into
         consideration such Bank's customary policies with respect to capital
         adequacy)by an amount which such Bank in its sole discretion deems to
         be material, such Bank shall from time to time notify the Borrower and
         the Agent of the amount determined in good faith (using any averaging
         and attribution methods employed in good faith)by such Bank to be
         necessary to compensate such Bank for such increase in cost, reduction
         of income, additional expense or reduced rate of return. Such notice
         shall set forth in reasonable detail the basis for such determination.
         Such amount shall be due and payable by the Borrower to such Bank ten
         (10)Business Days after such notice is given.

          5.7.2 Indemnitv. In addition to the compensation required by Section
               5.7, the Borrower shall indemnify each Bank against all
               liabilities, losses or expenses (including loss of margin, any
               loss or expense incurred in liquidating or employing deposits
               from third parties and any loss or expense incurred in connection
               with funds acquired by a Bank to fund or maintain Loans subject
               to a Euro-Rate)which such Bank sustains or incurs as a
               consequence of any

               5.7.2.1 payment, prepayment, conversion or renewal of any Loan to
                    which a Euro-Rate applies on a day other than the last day
                    of the corresponding Interest Period (whether or not such
                    payment or prepayment is mandatory, voluntary or automatic
                    and whether or not such payment or prepayment is then due),

               5.7.2.2 attempt by the Borrower to revoke (expressly, by later
                    inconsistent notices or otherwise)in whole or part any Loan
                    Requests under Section 2.3, or notice relating to
                    prepayments under Section 5.5, or

               5.7.2.3 default by the Borrower in the performance or observance
                    of any covenant or condition contained in this Agreement or
                    any other Loan Document, including any failure of the
                    Borrower to pay when due (by acceleration or otherwise)any
                    principal of or interest on the Loans or any other amount
                    due hereunder.

               If any Bank sustains or incurs any such loss or expense, it shall
               from time to time notify the Borrower of the amount determined in
               good faith by such Bank (which determination may include such
               assumptions, allocations of costs and expenses and averaging or
               attribution methods as such Bank shall deem reasonable)to be
               necessary to indemnify such Bank for such loss or expense. Such
               notice shall set forth in reasonable detail the basis for such
               determination. Such amount shall be due and payable by the
               Borrower to such Bank ten (10)Business Days after such notice is
               given.
                                      -29-
<PAGE>
     5.8  Interbank Market Presumption. For all purposes of this Agreement and
          each Note with respect to any aspects of the Euro-Rate, any Loan under
          the Euro-Rate, each Bank and Agent shall be presumed to have obtained
          rates, funding, currencies, deposits, and the like in the applicable
          interbank market regardless whether it did so or not; and, each Bank's
          and Agent's determination of amounts payable under, and actions
          required or authorized by, Sections 4.3 and 5.7 shall be calculated,
          at each Bank's and Agent's option, as though each Bank and Agent
          funded its Loan under the Euro Rate through the purchase of deposits
          of types and maturities corresponding to the deposits used as a
          reference in accordance with the terms hereof in determining the
          Euro-Rate applicable to such Loans, whether in fact that is the case.

     5.9  Taxes.

          5.9.1 No Deductions. All payments made by Borrower hereunder and
               under each Note shall be made free and clear of and without
               deduction for any present or future taxes, levies, imposts,
               deductions, charges, or withholdings, and all liabilities with
               respect thereto, excluding taxes imposed on the net income of any
               Bank and all income and franchise taxes applicable to any Bank of
               the United States (all such non-excluded taxes, levies, imposts,
               deductions, charges, withholdings, and liabilities being
               hereinafter referred to as "Taxes"). If Borrower shall be
               required by Law to deduct any Taxes from or in respect of any sum
               payable hereunder or under any Note, (i)the sum payable shall be
               increased as may be necessary so that after making all required
               deductions (including deductions applicable to additional sums
               payable under this Section 5.9.1 each Bank receives an amount
               equal to the sum it would have received had no such deductions
               been made, (ii)Borrower shall make such deductions and
               (iii)Borrower shall timely pay the full amount deducted to the
               relevant tax authority or other authority in accordance with
               applicable Law.

          5.9.2 Stamp Taxes. In addition, Borrower agrees to pay any present or
               future stamp or documentary taxes or any other excise or property
               taxes, charges, or similar levies which arise from any payment
               made hereunder or ti-om the execution, delivery, or registration
               of, or otherwise with respect to, this Agreement or any Note
               (hereinafter referred to as "Other Taxes").

          5.9.3 Indemnification for Taxes Paid by a Bank. Borrower shall
               indemnify each Bank for the full amount of Taxes or Other Taxes
               (including, without limitation, any Taxes or Other Taxes imposed
               by any jurisdiction on amounts payable under this Section
               5.9.3)paid by any Bank and any liability (including penalties,
               interest, and expenses)arising therefrom or with respect thereto,
               whether or not such Taxes or Other Taxes were correctly or
               legally asserted. This indemnification shall be made within 30
               days from the date a Bank makes written demand therefor.

                                      -30-
<PAGE>
          5.9.4 Certificate. Within 30 days after date of any payment of any
               Taxes by Borrower, Borrower shall furnish to each Bank, at its
               address referred to herein, the original or a certified copy of a
               receipt evidencing. payment thereof. If no Taxes are payable in
               respect of any payment by Borrower, such Borrower shall, if so
               requested by a Bank, provide a certificate of an officer of
               Borrower to that effect.

          5.9.5 Survival. Without prejudice to the survival of any other
               agreement of Borrower hereunder, the agreements and obligations
               of Borrower contained in Sections 5.9.1 through 5.9.3 shall
               survive the payment in full of principal and interest hereunder
               and under any instrument delivered hereunder.

     5.10 Notes. Upon the request of any Bank, the Revolving Credit Loans or
          Term Loans made by such Bank may be evidenced by a Revolving Credit
          Note or a Term Note.

     5.11 Settlement Date Procedures. Not later than 12: 00 p. m. on each
          Settlement -'l Date, the Agent shall notify each Bank of its Ratable
          Share of the total of the Revolving Credit Loans (each a "Required
          Share"). Prior to 2: 00 p. m., Cincinnati, Ohio time, on such
          Settlement Date, each Bank shall pay to the Agent the amount equal to
          the difference between its Required Share and its Revolving Credit
          Loans, and the Agent shall pay to each Bank its Ratable Share of all
          payments made by the Borrower to the Agent with respect to the
          Revolving Credit Loans. The Agent shall also effect settlement in
          accordance with the foregoing sentence on the proposed Borrowing Dates
          for Revolving Credit Loans and on Mandatory Prepayment Dates and may
          at its option effect settlement on any other Business Day. These
          settlement procedures are established solely as a matter of
          administrative convenience, and nothing contained in this Section 5.11
          shall relieve the Banks of their obligations to fund Revolving Credit
          Loans on dates other than a Settlement Date pursuant to Section 2.1.
          The Agent may at any time at its option for any reason whatsoever
          require each Bank to pay immediately to the Agent such Bank's Ratable
          Share of the outstanding Revolving Credit Loans and each Bank may at
          any time require the Agent to pay immediately to such Bank its Ratable
          Share of all payments made by the borrower to the Agent with respect
          to the Revolving Credit Loans.

6.   REPRESENTATIONS AND WARRANTIES.

     6.1  Representations and Warranties. The Loan Parties, jointly and
          severally, represent and warrant to the Agent and each of the Banks as
          follows:

          6.1.1 Orpanization and Qualification. Each Loan Party and each
               Subsidiary of each Loan Party is a corporation, partnership or
               limited liability company duly organized, validly existing and in
               good standing under the laws of its jurisdiction of organization.
               Each Loan Party and each Subsidiary of each Loan Party has the
               lawful power to own or lease its

                                      -3l-
<PAGE>
               properties and to engage in the business it presently conducts or
               proposes to conduct. Each Loan Party and each Subsidiary of each
               Loan Party is duly licensed or qualified and in good standing in
               each jurisdiction where the property owned or leased by it or the
               nature of the business transacted by it or both makes such
               licensing or qualification necessary.

          6.1.2 Subsidiaries. Schedule 6.1.2 states the name of each of the
               Borrower's Subsidiaries, its jurisdiction of incorporation, its
               authorized capital stock, the issued and outstanding shares
               (referred to herein as the "Subsidiary Shares")and the owners
               thereof if it is a corporation, its outstanding partnership
               interests (the "Partnership Interests")if it is a partnership and
               its outstanding limited liability company interests, interests
               assigned to managers thereof and the voting rights associated
               therewith (the "LLC Interests")if it is a limited liability
               company. The Borrower and each Subsidiary of the Borrower has
               good and marketable title to all of the Subsidiary Shares,
               Partnership Interests and LLC Interests it purports to own, free
               and clear in each case of any Lien. All Subsidiary Shares,
               Partnership Interests and LLC Interests have been validly issued,
               and all Subsidiary Shares are fully paid and nonassessable. All
               capital contributions and other consideration required to be made
               or paid in connection with the issuance of the Partnership
               Interests and LLC Interests have been made or paid, as the case
               may be. There are no options, warrants or other rights
               outstanding to purchase any such Subsidiary Shares, Partnership
               Interests or LLC Interests except as indicated on Schedule 6.1.2.

          6.1.3 Power and Authoritv. Each Loan Party has full power to enter
               into, execute, deliver and carry out this Agreement and the other
               Loan Documents to which it is a party, to incur the Indebtedness
               contemplated by the Loan Documents and to perform its Obligations
               under the Loan Documents to which it is a party, and all such
               actions have been duly authorized by all necessary proceedings on
               its part.

          6.1.4 Validitv and Bindinp Effect. This Agreement has been duly and
               validly executed and delivered by each Loan Party, and each other
               Loan Document which any Loan Party is required to execute and
               deliver on or after the date hereof will have been duly executed
               and delivered by such Loan Party on the required date of delivery
               of such Loan Document. This Agreement and each other Loan
               Document constitutes, or will constitute, legal, valid and
               binding obligations of each Loan Party which is or will be a
               party thereto on and after its date of delivery thereof,
               enforceable against such Loan Party in accordance with its terms,
               except to the extent that enforceability of any of such Loan
               Document may be limited by bankruptcy, insolvency,
               reorganization, moratorium or other similar laws affecting the
               enforceability of creditors'rights generally or limiting the
               right of specific performance.

                                      -32-
<PAGE>
          6.1.5 No Conflict. Neither the execution and delivery of this
               Agreement or the other Loan Documents by any Loan Party nor the
               consummation of the transactions herein or therein contemplated
               or compliance with the terms and provisions hereof or thereof by
               any of them will conflict with, constitute a default under or
               result in any breach of (i)the terms and conditions of the
               certificate of incorporation, bylaws, certificate of limited
               partnership, partnership agreement, certificate of formation,
               limited liability company agreement or other organizational
               documents of any Loan Party or (ii)any Law or any material
               agreement or instrument or order, writ, judgment, injunction or
               decree to which any Loan Party or any of its Subsidiaries is a
               party or by which it or any of its Subsidiaries is bound or to
               which it is subject, or result in the creation or enforcement of
               any Lien, charge or encumbrance whatsoever upon any property (now
               or hereafter acquired)of any Loan Party or any of its
               Subsidiaries (other than Liens granted under the Loan Documents).

          6.1.6 Litipation. There are no actions, suits, proceedings or
               investigations pending or, to the knowledge of any Loan Party,
               threatened against such Loan Party or any Subsidiary of such Loan
               Party at law or equity before any Official Body which
               individually or in the aggregate may result in any Material
               Adverse Change. None of the Loan Parties or any Subsidiaries of
               any Loan Party is in violation of any order, writ, injunction or
               any decree of any Official Body which may result in any Material
               Adverse Change.

          6.1.7 Title to Properties. Each Loan Party and each Subsidiary of each
               Loan Party has good and marketable title to or valid leasehold
               interest in all properties, assets and other rights which it
               purports to own or lease or which are reflected as owned or
               leased on its books and records, free and clear of all Liens and
               encumbrances except Permitted Liens and the lien against
               Borrower's property in favor of IRON Solutions, Inc. in
               connection with the judgment dated November 1, 1999 in the amount
               of $30,000, and subject to the terms and conditions of the
               applicable leases. All leases of property are in full force and
               effect without the necessity for any consent that has not
               previously been obtained upon consummation of the transactions
               contemplated hereby.

          6.1.8 Financial Statements.

               6.1.8.1 Historical Statements. The Borrower has delivered to the
                    Agent copies of its audited consolidated year-end financial
                    statements for and as of the end of the fiscal year ended
                    December 3 1, 1999 (the "Annual Statements"). In addition,
                    the Borrower has delivered to the Agent copies of its
                    unaudited consolidated interim financial statements for the
                    fiscal year to date and as of the end of the fiscal quarter
                    ended March 3 1, 2000 (the "Interim Statements")(the Annual
                    and Interim Statements being collectively referred to as the

                                      -33-
<PAGE>
                    "Historical Statements"). The Historical Statements were
                    compiled from the books and records maintained by the
                    Borrower's management, are correct and complete and fairly
                    represent the consolidated financial condition of the
                    Borrower and its Subsidiaries as of their dates and the
                    results of operations for the fiscal periods then ended and
                    have been prepared in accordance with GAAP consistently
                    applied, subject (in the case of the Interim Statements)to
                    normal year-end audit adjustments.

               6.1.8.2 Financial Proiections. The Borrower has delivered to the
                    Agent financial projections of the Borrower and its
                    Subsidiaries for the period ending December 31, 2000 derived
                    from various assumptions of the Borrower's management (the
                    "Financial Projections"). The Financial Projections
                    represent a reasonable range of possible results in light of
                    the history of the business, present and foreseeable
                    conditions and the intentions of the Borrower's management.
                    The Financial Projections accurately reflect the liabilities
                    of the Borrower and its Subsidiaries upon consummation of
                    the transactions contemplated hereby as of the Closing Date.

               6.1.8.3 Accuracy of Financial Statements. Neither the Borrower
                    nor any Subsidiary of the Borrower, has any liabilities,
                    contingent or otherwise, or forward or long-term commitments
                    that are not disclosed in the Historical Statements or in
                    the notes thereto, and except as disclosed therein there are
                    no unrealized or anticipated losses from any commitments of
                    the Borrower or any Subsidiary of the Borrower which may
                    cause a Material Adverse Change. Since December 3 1,1999, no
                    Material Adverse Change has occurred.

          6.1.9 Use of Proceeds; Margin Stock; Section 20 Subsidiaries.

               6.1.9.1 General. The Loan Parties intend to use the proceeds of
                    the Loans in accordance with Sections 2.6,3.3 and u 8 1 10

               6.1.9.2 Margin Stock. None of the Loan Parties or any
                    Subsidiaries of any Loan Party engages or intends to engage
                    principally, or as one of its important activities, in the
                    business of extending credit for the purpose, immediately,
                    incidentally or ultimately, of purchasing or carrying margin
                    stock (within the meaning of Regulation U). No part of the
                    proceeds of any Loan has been or will be used, immediately,
                    incidentally or ultimately, to purchase or carry any margin
                    stock or to extend credit to others for the purpose of
                    purchasing or carrying any margin stock or to refund
                    Indebtedness originally incurred for such purpose, or for
                    any purpose which entails a violation of or which is
                    inconsistent with the provisions of the regulations of the
                    Board of Governors of the Federal Reserve

                                      -34-
<PAGE>
                    System. None of the Loan Parties or any Subsidiary of any
                    Loan Party holds or intends to hold margin stock in such
                    amounts that more than 25%of the reasonable value of the
                    assets of any Loan Party or Subsidiary of any Loan Party are
                    or will be represented by margin stock.

               6.1.9.3 Section 20 Subsidiaries. The Loan Parties do not intend
                    to use and shall not use any portion of the proceeds of the
                    Loans, directly or indirectly, to purchase during the
                    underwriting period, or for thirty (30)days thereafter,
                    Ineligible Securities being underwritten by a Section 20
                    Subsidiary.

          6.1.10 Full Disclosure. Neither this Agreement nor any other Loan
               Document, nor any certificate, statement, agreement or other
               documents furnished to the Agent or any Bank in connection
               herewith or therewith, contains any untrue statement of a
               material fact or omits to state a material fact necessary in
               order to make the statements contained herein and therein, in
               light of the circumstances under which they were made, not
               misleading. There is no fact known to any Loan Party which
               materially adversely affects the business, property, assets,
               financial condition, results of operations or prospects of any
               Loan Party or Subsidiary of any Loan Party which has not been set
               forth in this Agreement or in the certificates, statements,
               agreements or other documents furnished in writing to the Agent
               and the Banks prior to or at the date hereof in connection with
               the transactions contemplated hereby.

          6.1.11 Taxes. All federal, state, local and other tax returns required
               to have been filed with respect to each Loan Party and each
               Subsidiary of each Loan Party have been filed, and payment or
               adequate provision has been made for the payment of all taxes,
               fees, assessments and other governmental charges which have or
               may become due pursuant to said returns or to assessments
               received, except to the extent that such taxes, fees, assessments
               and other charges are being contested in good faith by
               appropriate proceedings diligently conducted and for which such
               reserves or other appropriate provisions, if any, as shall be
               required by GAAP shall have been made. There are no agreements or
               waivers extending the statutory period of limitations applicable
               to any federal income tax return of any Loan Party or Subsidiary
               of any Loan Party for any period.

          6.1.12 Consents and Approvals. No consent, approval, exemption, order
               or authorization of, or a registration or filing with, any
               Official Body or any other Person is required by any Law or any
               agreement in connection with the execution, delivery and carrying
               out of this Agreement and the other Loan Documents by any Loan
               Party, except as listed on Schedule 6.1.12, all of which shall
               have been obtained or made on or prior to the Closing Date except
               as otherwise indicated on Schedule 6.1.12.

                                      -35-
<PAGE>
          6.1.13 No Event of Default; Compliance with Instruments. No event has
               occurred and is continuing and no condition exists or will exist
               after giving effect to the borrowings or other extensions of
               credit to be made on the Closing Date under or pursuant to the
               Loan Documents which constitutes an Event of Default or Potential
               Default. None of the Loan Parties or any Subsidiaries of any Loan
               Party is in violation of(i)any term of its certificate of
               incorporation, bylaws, certificate of limited partnership,
               partnership agreement, certificate of formation, limited
               liability company agreement or other organizational documents or
               (ii)any material agreement or instrument to which it is a party
               or by which it or any of its properties may be subject or bound
               where such violation would constitute a Material Adverse Change.

          6.1.14 Patents, Trademarks, Copyrights, Licenses. Etc. Each @. n Party
               and each Subsidiary of each Loan Party owns or possesses all the
               material patents, trademarks, service marks, trade names,
               copyrights, licenses, registrations, franchises, permits and
               rights necessary to own and operate its properties and to carry
               on its business as presently conducted and planned to be
               conducted by such Loan Party or Subsidiary, without known
               possible, alleged or actual conflict with the rights of others.

          6.1.15 Insurance. No notice has been given or claim made and no
               grounds exist to cancel or avoid any of such policies or bonds or
               to reduce the coverage provided thereby. Such policies and bonds
               provide adequate coverage from reputable and financially sound
               insurers in amounts sufficient to insure the assets and risks of
               each Loan Party and each Subsidiary of each Loan Party in
               accordance with prudent business practice in the industry of the
               Loan Parties and their Subsidiaries.

          6.1.16 Compliance with Laws. The Loan Parties and their Subsidiaries
               are in compliance in all material respects with all applicable
               Laws (other than Environmental Laws which are specifically
               addressed in Section in all jurisdictions in which any Loan Party
               or Subsidiary of any Loan Party is presently or will be doing
               business except where the failure to do so would not constitute a
               Material Adverse Change.

          6.1.17 Material Contracts: Burdensome Restrictions. All material
               contracts relating to the business operations of each Loan Party
               and each Subsidiary of any Loan Party, including all employee
               benefit plans and Labor Contracts are valid, binding and
               enforceable upon such Loan Party or Subsidiary and each of the
               other parties thereto in accordance with their respective terms,
               and there is no default thereunder, to the Loan Parties'
               knowledge, with respect to parties other than such Loan Party or
               Subsidiary. None of the Loan Parties or their Subsidiaries is
               bound by any contractual obligation, or subject to any
               restriction in any organization document, or any requirement of
               Law that could result in a Material Adverse Change.

                                      -36-
<PAGE>
          6.1.18 Investment Companies: Regulated Entities. None of the Loan
               Parties or any Subsidiaries of any Loan Party is an "investment
               company" registered or required to be registered under the
               Investment Company Act of 1940 or under the "control" of an
               "investment company" as such terms are defined in the Investment
               Company Act of 1940 and shall not become such an "investment
               company" or under such "control." None of the Loan Parties or any
               Subsidiaries of any Loan Party is subject to any other Federal
               state statute or regulation limiting its ability to incur
               Indebtedness for borrowed money.

          6.1.19 Borrowinp Base Certificate. The Borrower has delivered to Agent
               a duly completed Borrowing Base Certificate.

          6.1.20 Plans and Benefit Arrangements. Except as set forth on Schedule
               6.1.l.20.

               6.1.20.1 The Borrower and each other member of the ERlSA Group
                    are in compliance in all material respects with any
                    applicable provisions of ERlSA with respect to all Benefit
                    Arrangements, Plans and Multiemployer Plans. There has been
                    no Prohibited Transaction with respect to any Benefit
                    Arrangement or any Plan or, to the best knowledge of the
                    Borrower, with respect to any Multiemployer Plan or Multiple
                    Employer Plan, which could result in any material liability
                    of the Borrower or any, other member of the ERlSA Group. The
                    Borrower and all other members of the ERlSA Group have made
                    when due any and all payments required to be made under any
                    agreement relating to a Multiemployer Plan or a Multiple
                    Employer Plan or any Law pertaining thereto. With respect to
                    each Plan and Multiemployer Plan, the Borrower and each
                    other member of the ERlSA Group (i)have fulfilled in all
                    material respects their obligations under the minimum
                    funding standards of ERlSA, (ii)have not incurred any
                    liability to the PBGC, and (iii)have not had asserted
                    against them any penalty for failure to fulfill the minimum
                    funding requirements of ERISA. All Plans, Benefit
                    Arrangements and Multiemployer Plans have been administered
                    in accordance with their terms and applicable Law.

               6.1.20.2 No event requiring notice to the PBGC under Section
                    302@)(4)(A)of ERlSA has occurred or is reasonably expected
                    to occur with respect to any Plan, and no amendment with
                    respect to which security is required under Section 307 of
                    ERISA has been made or is reasonably expected to be made to
                    any Plan,

               6.1.20.3 Neither the Borrower nor any other member of the ERlSA
                    Group has incurred or reasonably expects to incur any
                    material withdrawal liability under ERISA to any
                    Multiemployer Plan or Multiple Employer Plan. Neither the
                    Borrower nor any other

                                      -37-
<PAGE>
                    member of the ElUSA Group has been notified by any
                    Multiemployer Plan or Multiple Employer Plan that such
                    Multiemployer Plan or Multiple Employer Plan has been
                    terminated within the meaning of Title IV of ERlSA and, to
                    the best knowledge of the Borrower, no Multiemployer Plan or
                    Multiple Employer Plan is reasonably expected to be
                    reorganized or terminated, within the meaning of Title lV of
                    ERlSA.

          6.1.21 Employment Matters. Each of the Loan Parties and each of their
               Subsidiaries is in compliance with the Labor Contracts and all
               applicable federal, state and. local labor and employment Laws
               including those related to equal employment opportunity and
               affirmative action, labor relations, minimum wage, overtime,
               child labor, medical insurance continuation, worker adjustment
               and relocation notices, immigration controls and worker and
               unemployment compensation, where the failure to comply would
               constitute a Material Adverse Change. There are no outstanding
               grievances, arbitration awards or appeals therefrom arising out
               of the Labor Contracts or current or threatened strikes,
               picketing, handbilling or other work stoppages or slowdowns at
               facilities of any of the Loan Parties or any of their
               Subsidiaries which in any case would constitute a Material
               Adverse Change. The Borrower has delivered to the Agent true and
               correct copies of each of the Labor Contracts.

          6.1.22 Environmental Matters.

               6.1.22.1 None of the Loan Parties or any Subsidiaries of any Loan
                    Party has received any Environmental Complaint, including
                    but not limited to those from any Official Body or private
                    Person alleging that such Loan Party or Subsidiary or any
                    prior owner, operator or occupant of any of the Property is
                    a potentially responsible party under the Comprehensive
                    Environmental Response, Cleanup and Liability Act, 42 U. S.
                    C. 9 9601, et seq., or any analogous state or local Law, and
                    none of the Loan Parties has any reason to believe that such
                    an Environmental Complaint might be received. There are no
                    pending or, to any Loan Party's knowledge, threatened
                    Environmental Complaints relating to any Loan Party or
                    Subsidiary of any Loan Party or, to any Loan Party's
                    knowledge, any prior owner, operator or occupant of any of
                    the Properties pertaining to, or arising out of, any
                    Contamination or violations of Environmental Laws or
                    Required Environmental Permits.

          6.1.23 Senior Debt Status. The Obligations of each Loan Party under
               this Agreement, the Notes, the Guaranty Agreement and each of the
               other Loan Documents to which it is a party do rank and will rank
               at least & m in priority of payment with all other Indebtedness
               of such Loan Party except indebtedness of such Loan Party to the
               extent secured by

                                      -38-
<PAGE>
               Permitted Liens. There is no Lien upon or with respect to any of
               the properties or income of any Loan Party or Subsidiary of any
               Loan Party that secures indebtedness or other obligations of any
               Person except for Permitted Liens.

          6.1.24 Appraisals and Collateral Audit. Agent shall have received
               appraisals, collateral audits, or valuations of the Borrower's
               assets as Agent may require in form and substance satisfactory to
               Agent in all respects.

     6.2  Continuation of Representations. The Loan Parties make the
          representations and warranties in this Section 6 on the date hereof
          and on the Closing Date and each date thereafter on which a Loan is
          made provided in and subject to Sections 7.1 and 7.2.

7.   CONDITIONS OF LENDING. The obligation of each Bank to make Loans hereunder
     is subject to the performance by each of the Loan Parties of its
     Obligations to be performed hereunder at or prior to the making of any such
     Loans and to the satisfaction of the following further conditions:

     7.1  Initial Advances. On the Closing Date:

          7.1.1 Officer's Certificate. The representations and warranties of
               each of the Loan Parties contained in Section 6 and in each of
               the other Loan Documents shall be true and accurate on and as of
               the Closing Date with the same effect as though such
               representations and warranties had been made on and as of such
               date (except representations and warranties which relate solely
               to an earlier date or time, which representations and warranties
               shall be true and correct on and as of the specific dates or
               times referred to therein), and each of the Loan Parties shall
               have performed and complied with all covenants and conditions
               hereof and thereof, no Event of Default or Potential Default
               shall have occurred and be continuing or shall exist; and there
               shall be delivered to the Agent for the benefit of each Bank a
               certificate of each of the Loan Parties, dated the Closing Date
               and signed by the Chief Executive Off&r, President or Chief
               Financial Offker of each of the Loan Parties, to each such
               effect.

          7.1.2 Secretary's Certificate. There shall be delivered to the Agent
               for the benefit of each Bank a certificate dated the Closing Date
               and signed by the Secretary or an Assistant Secretary of each of
               the Loan Parties, certifying as appropriate as to:

               7.1.2.1 all action taken by each Loan Party in connection with
                    this Agreement and the other Loan Documents;

               7.1.2.2 the names of the officer or officers authorized to sign
                    this Agreement and the other Loan Documents and the true
                    signatures of such officer or officers and specifying the
                    Authorized Officers permitted to act on behalf of each Loan
                    Party for purposes of this

                                      -39-
<PAGE>
                    Agreement and the true signatures of such officers, on which
                    the Agent and each Bank may conclusively rely; and

               7.1.2.3 copies of its organizational documents, including its
                    certificate of incorporation, bylaws, certificate of limited
                    partnership, partnership agreement, certificate of
                    formation, and limited liability company agreement as in
                    effect on the Closing Date certified by the appropriate
                    state official where such documents are filed in a state
                    office together with certificates from the appropriate state
                    officials as to the continued existence and good standing of
                    each Loan Party in each state where organized or qualified
                    to do business and a bring-down certificate by facsimile
                    dated the Closing Date.

          7.1.3 Delivery of Guaranty Agreements. The Guaranty Agreement shall
               have been duly executed and delivered to the Agent for the
               benefit of the Banks.

          7.1.4 Opinion of Counsel. The Agent and each Bank has received an
               opinion of counsel for the Loan Parties directed to the Agent and
               the Lenders in form and substance and from counsel acceptable to
               the Agent.

          7.1.5 LePal Details. All legal details and proceedings in connection
               with the transactions contemplated by this Agreement -and the
               other Loan Documents shall be in form and substance satisfactory
               to the Agent and counsel for the Agent, and the Agent shall have
               received all such other counterpart originals or certified or
               other copies of such documents and proceedings in connection with
               such transactions, in form and substance satisfactory to the
               Agent and said counsel, as the Agent or said counsel may
               reasonably request.

          7.1.6 Payment of Fees. The Borrower shall have paid or caused to be
               paid to the Agent the Renewal Fee and other fees accrued through
               the Closing Date and the costs and expenses for which the Agent
               and the Banks are entitled to be reimbursed, including the
               payment of costs incurred by Agent as reimbursement for
               appraisals in the amount of $11,800.

          7.1.7 Consents. All material consents required to effectuate the
               transactions contemplated hereby as set forth on Schedule 6.1.12
               shall have been obtained.

          7.1.8 Offricer's Certificate ReParding MACs. No Material Adverse
               Change shall have occurred; prior to the Closing Date, there
               shall have been no material change in the management of any Loan
               Party or Subsidiary of any Loan Party; and there shall have been
               delivered to the Agent for the benefit of each Bank a certificate
               dated the Closing Date and signed by the

                                      -40-
<PAGE>
               Chief Executive Officer, President or Chief Financial Officer of
               each Loan Party to each such effect.

          7.1.9 No Violation of Laws. The making of the Loans shall not
               contravene any Law applicable to any Loan Party or any of the
               Banks.

          7.1.10 No Actions or Proceedinps. No action, proceeding,
               investigation, regulation or legislation shall have been
               instituted, threatened or proposed before any court, governmental
               agency or legislative body to enjoin, restrain or prohibit, or to
               obtain damages in respect of, this Agreement, the other Loan
               Documents or the consummation of the transactions contemplated
               hereby or thereby or which, in the Agent's sole discretion, would
               make it inadvisable to consummate the transactions contemplated
               by this Agreement or any of the other Loan Documents.

          7.1.11 Borrowing Base Certificate. The Agent shall have received from
               the Borrower a duly completed Borrowing Base Certificate.

     7.2  Each Additional Loan. At the time of making any Loans other than Loans
          made on the Closing Date and after giving effect to the proposed
          extensions of credit: the representations and warranties of the Loan
          Parties contained in Section 6 and in the other Loan Documents shall
          be true on and as of the date of such additional Loan with the same
          effect as though such representations and warranties had been made on.
          and as of such date (except representations and warranties-which .',
          expressly relate solely to an earlier date or time, which
          representations and warranties shall be true and correct on and as of
          the specific dates or times referred to therein)and the Loan Parties
          shall have performed and complied with all covenants and conditions
          hereof; no Event of Default or Potential Default shall have occurred
          and be continuing or shall exist; the making of the Loans shall not
          contravene any Law applicable to any Loan Party or Subsidiary of any
          Loan Party or any of the Banks; and the Borrower shall have delivered
          to the Agent a duly executed and completed Loan Request as the case
          may be.

8.   COVENANTS.

     8.1  Affirmative Covenants. The Loan Parties, jointly and severally,
          covenant and agree that until payment in full of the Loans and
          interest thereon, satisfaction of all of the Loan Parties'other
          Obligations under the Loan Documents and termination of the
          Commitments, the Loan Parties shall comply at all times with the
          following affirmative covenants:

          8.1.1 Preservation of Existence, Etc. Each Loan Party shall, and shall
               cause each of its Subsidiaries to, maintain its legal existence
               as a corporation, limited partnership or limited liability
               company and its license or qualification and good standing in
               each jurisdiction in which its ownership or lease of property or
               the nature of its business makes

                                      -41-
<PAGE>
               such license or qualification necessary, except as otherwise
               expressly permitted in Section 8.2.5.

          8.1.2 Payment of Liabilities. Includine Taxes, Etc. Each Loan Party
               shall, and shall cause each of its Subsidiaries to, duly pay and
               discharge all liabilities to which it is subject or which are
               asserted against it, promptly as and when the same shall become
               due and payable, including all taxes, assessments and
               governmental charges upon it or any of its properties, assets,
               income or profits, prior to the date on which penalties attach
               thereto, except to the extent that such liabilities, including
               taxes, assessments or charges, are being contested in good faith
               and by appropriate and lawful proceedings diligently conducted
               and for which such reserve or other appropriate provisions, if
               any, as shall be required by GASP shall have been made, but only
               to the extent that failure to discharge any such liabilities
               would not result in any additional liability which would
               adversely affect to a material extent the financial condition of
               any Loan Party or Subsidiary of any Loan Party or which would
               affect the Collateral, provided that the Loan Parties and their
               Subsidiaries will pay all such liabilities forthwith upon the
               commencement of proceedings to foreclose any Lien which may have
               attached as security therefor.

          8.1.3 Maintenance of Insurance. Each Loan Party shall, and shall cause
               each of its Subsidiaries to, insure its properties and assets
               against loss or damage by fire and such other insurable hazards
               as such assets are commonly insured (including fire, extended
               coverage, property damage, workers'compensation, public liability
               and business interruption insurance)and against other risks
               (including errors and omissions)in such amounts as similar
               properties and assets are insured by prudent companies in similar
               circumstances carrying on similar businesses, and with reputable
               and financially sound insurers, including self-insurance to the
               extent customary, all as reasonably determined by the Agent.

          8.1.4 Maintenance of Properties and Leases. Each Loan Party shall, and
               shall cause each of its Subsidiaries to, maintain in good repair,
               working order and condition (ordinary wear and tear excepted)in
               accordance with the general practice of other businesses of
               similar character and size, all of those properties useful or
               necessary to its business, and from time to time, such Loan Party
               will make or cause to be made all appropriate repairs, renewals
               or replacements thereof

          8.1.5 Maintenance of Patents, Trademarks, Etc. Each Loan Party shall,
               and shall cause each of its Subsidiaries to, maintain in full
               force and effect all patents, trademarks, service marks, trade
               names, copyrights, licenses, franchises, permits and other
               authorizations necessary for the

                                      -42-
<PAGE>
               ownership and operation of its properties and business if the
               failure so to maintain the same would constitute a Material
               Adverse Change.

          8.1.6 Visitation Rights. Each Loan Party shall, and shall cause each
               of its Subsidiaries to, permit any of the officers or authorized
               employees or representatives of the Agent or any of the Banks to
               visit and inspect any of its properties or the Collateral and to
               examine and make excerpts from its books and records for the
               purpose of verifying the amount, quality, quantity, value and
               condition of, or any other matter relating to the properties or
               the Collateral and discuss its business affairs, finances and
               accounts with its officers, all in such detail and at such times
               and as often as any of the Banks may reasonably request, provided
               that each Bank shall provide the Borrower and the Agent with
               reasonable notice ,prior to any visit or inspection. ln the event
               any Bank desires to conduct an audit of any Loan Party, such Bank
               shall make a reasonable effort to conduct such audit
               contemporaneously with any audit to be performed by the Agent.

          8.1.7 KeepinP of Records and Books of Account. The Borrower shall, and
               shall cause each Subsidiary of the Borrower to, maintain and keep
               proper books of record and account which enable the Borrower and
               its Subsidiaries to issue financial statements in accordance with
               GASP and as otherwise required by applicable Laws of any Official
               Body having jurisdiction over the Borrower or any Subsidiary of
               the Borrower, and in which full, true and correct entries shall
               be made in all material respects of all its dealings and business
               and financial affairs.

          8.1.8 Plans and Benefit Arranpements. The Borrower shall, and shall
               cause each other member of the ERlSA Group to, comply with ERlSA,
               the Internal Revenue Code and other applicable Laws applicable to
               Plans and Benefit Arrangements except where such failure, alone
               or in conjunction with any other failure, would not result in a
               Material Adverse Change. Without limiting the generality of the
               foregoing, the Borrower shall cause all of its Plans and all
               Plans maintained by any member of the ERISA Group to be funded in
               accordance with the minimum funding requirements of ERlSA and
               shall make, and cause each member of the ERlSA Group to make, in
               a timely manner, all contributions due to Plans, Benefit
               Arrangements and Multiemployer Plans.

          8.1.9 Compliance with Laws. Each Loan Party shall, and shall cause
               each of its Subsidiaries to, comply with all applicable Laws,
               including all Environmental Laws, in all respects, provided that
               it shall not be deemed to be a violation of this Section 8.1.9 if
               any failure to comply with any Law would not result in fines,
               penalties, remediation costs,

                                      -43-
<PAGE>
               other similar liabilities or injunctive relief which in the
               aggregate would constitute a Material Adverse Change.

          8.1.10 Use of Proceeds. The Loan Parties will use the proceeds of the
               Loans only for general corporate purposes and for working
               capital. The Loan Parties will not use of the proceeds of the
               Loans for any purposes which contravenes any applicable Law or
               any provision hereof

     8.2  Negative Covenants. The Loan Parties, jointly and severally, covenant
          and agree that until payment in full of the Loans and interest
          thereon, satisfaction of all of the Loan Parties'other Obligations
          hereunder and termination of the Commitments, the Loan Parties shall
          comply with the following negative covenants:

          8.2.1 Indebtedness. Each of the Loan Parties shall not, and shall not
               permit any of its Subsidiaries to, at any time create, incur,
               assume or suffer to exist any Indebtedness, except:

               8.2.1.1 Indebtedness under the Loan Documents;

               8.2.1.2 Existing Indebtedness as set forth on Schedule 8.2.1
                    (including any extensions or renewals thereof, provided
                    there is no increase in the amount thereof or other
                    significant change in the terms thereof unless otherwise
                    specified on Schedule 8.2.1; and

               8.2.1.3 Capitalized and operating leases as and to the extent
                    permitted under Section 8.2.13.

          8.2.2 Each Liens. of the Loan Parties shall not, and shall not permit
               any of its Subsidiaries to, at any time create, incur, assume or
               suffer to exist any Lien on any of its property or assets,
               tangible or intangible, now owned or hereafter acquired, or agree
               or become liable to do so, except Permitted Liens.

          8.2.3 Guaranties. Each of the Loan Parties shall not, and shall not
               permi~any of its Subsidiaries to, at any time, directly or
               indirectly, become or be liable in respect of any Guaranty, or
               assume, guarantee, become surety for, endorse or otherwise agree,
               become or remain directly or contingently liable upon or with
               respect to any obligation or liability of any other Person,
               except for Guaranties of Indebtedness of the Loan Parties
               permitted hereunder.

          8.2.4 Loans and Investments. Each of the Loan Parties shall not, and
               shall not permit any of its Subsidiaries to, at any time make 'or
               suffer to remain outstanding any loan or advance to, or purchase,
               acquire or own any stock, bonds, notes or securities of, or any
               partnership interest (whether general or limited)or limited
               liability company interest in, or any other investment

                                      -44-
<PAGE>
               or interest in, or make any capital contribution to, any other
               Person, or agree, become or remain liable to do any of the
               foregoing, except:

               8.2.4.1 trade credit extended on usual and customary terms in the
                    ordinary course of business;

               8.2.4.2 advances to employees to meet expenses incurred by such
                    employees in the ordinary course of business;

               8.2.4.3 Permitted Investments; and

               8.2.4.4 loans, advances and investments in other Loan Parties.

          8.2.5 Liquidations. Mergers. Consolidations. Each of the Loan Parties
               shall not, and shall not permit any of its Subsidiaries to,
               dissolve, liquidate or wind-up its affairs, or become a party to
               any merger or consolidation, or acquire by purchase, lease or
               otherwise all or substantially all of the assets or capital stock
               of any other Person, provided that any Loan Party other than the
               Borrower may consolidate or merge into another Loan Party which
               is wholly-owned by one or more of the other Loan Parties.

          8.2.6 Dispositions of Assets or Subsidiaries. Each of the Loan Parties
               shall not, and shall not permit any of its Subsidiaries to, sell,
               convey, assign, lease, abandon or otherwise transfer or dispose
               of, voluntarily or involuntarily, any of its properties or
               assets, tangible or intangible (including sale, assignment,
               discount or other disposition of accounts, contract rights,
               chattel paper, equipment or general intangibles with or without
               recourse or. of capital stock, shares of beneficial interest,
               partnership interests or limited liability company interests of a
               Subsidiary of such Loan Party), except:

               8.2.6.1 transactions involving the sale of inventory in the
                    ordinary course of business;

               8.2.6.2 any sale, transfer or lease of assets in the ordinary
                    course of business which are no longer necessary or required
                    in the conduct of such Loan Party's or such Subsidiary's
                    business;

               8.2.6.3 any sale, transfer or lease of assets by any wholly owned
                    Subsidiary of such Loan Party to another Loan Party;

               8.2.6.4 any sale, transfer or lease of assets in the ordinary
                    course of business which are replaced by substitute assets
                    acquired or leased within the parameters of Section 8.2.13;
                    or

               8.2.6.5 any sale, transfer or lease of assets, other than those
                    specifically excepted pursuant to clauses (i)through
                    (iv)above, which is approved by the Required Banks so long
                    as the after-tax proceeds

                                      -45-
<PAGE>
                    (as reasonably estimated by the Borrower)are applied as a
                    mandatory prepayment of the Term Loans in accordance with
                    the provisions of Section 5.6.2 above.

          8.2.7 Affiliate Transactions. Each of the Loan Parties shall not, and
               shall not permit any of its Subsidiaries to, enter into or carry
               out any transaction (including purchasing property or services
               from or selling property or services to any Affiliate of any Loan
               Party or other Person)unless such transaction is not otherwise
               prohibited by this Agreement, is entered into in the ordinary
               course of business upon fair and reasonable arm%-length terms and
               conditions which are fully disclosed to the Agent and is in
               accordance with all applicable law.

          8.2.8 Subsidiaries. Partnerships and Joint Ventures. Each of the Loan
               Parties shall not, and shall not permit any of its Subsidiaries
               to, own or create directly or indirectly any Subsidiaries other
               than (i)any Subsidiary which has joined this Agreement as
               Guarantor on the Closing Date; and (ii)any Subsidiary formed
               after the Closing Date which joins this Agreement as a Guarantor
               pursuant to Section 11.17. Each of the Loan Parties shall not
               become or agree to (1)become a general or limited partner in any
               general or limited partnership, except that the Loan Parties may
               be general or limited partners in other Loan Parties, (2)become a
               member or manager of, or hold a limited liability company
               interest in, a limited liability company, except that the Loan
               Parties may be members or managers of, or hold limited liability
               company interests in, other Loan Parties, or (3)become a joint
               venturer or hold a joint venture interest in any joint venture.

          8.2.9 Change of Control. Each of the Loan Parties shall not, and shall
               not permit any of its Subsidiaries to amend in any respect its
               certificate of incorporation (including any provisions or
               resolutions relating to capital stock), by-laws, certificate of
               limited partnership, partnership agreement, certificate of
               formation, limited liability company agreement or other
               organizational documents without providing at least sixty
               (60)calendar days'prior written notice to Agent and the Banks
               and, in the event such change would be adverse to the Banks as
               determined by Agent in its sole discretion, obtaining the prior
               written consent of the Required Banks.

          8.2.10 Continuation of or Chawe in Business. Each of the Loan Parties
               shall not, and shall not permit any of its Subsidiaries to,
               engage in any business other than that in which it is currently
               engaged, substantially as conducted and operated by such Loan
               Party or Subsidiary during the present fiscal year, and such Loan
               Party or Subsidiary shall not permit any material change in such
               business.

          8.2.11 Plans and Benefit Arrawements. Each of the Loan Parties shall
               not, and shall not permit any of its Subsidiaries to, engage in a
               Prohibited

                                      -46-
<PAGE>
               Transaction with any Plan, Benefit Arrangement or Multiemployer
               Plan which, along or in conjunction with any other circumstances
               or set of circumstances resulting in liability under ERISA or
               otherwise violate ERlSA.

          8.2.12 Fiscal Year. The Borrower shall not, and shall not permit any
               Subsidiary of the Borrower to, change its fiscal year from the
               twelve-month period beginning January 1" and ending December 3
               1".

          8.2.13 Capital Expenditures. The Borrower will not make Capital
               Expenditures which, when calculated in accordance with generally
               accepted accounting principles, would exceed $250,000 in the
               aggregate during any fiscal year. Unexpended amounts from the
               prior fiscal year may not be carried forward to the next fiscal
               year."

          8.2.14 MAximum Leverage Ratio. The Loan Parties shall not at any time
               permit the ratio of consolidated total liabilities of the
               Borrower to Tangible Net Worth to exceed the ratio of 1.90 to 1
               .O.

          8.2.15 EBITDA. The Borrower shall not permit EBITDA calculated as of
               the end of month, to be less than the following amounts for the
               following periods: (1)$800,000 for the month ending July 3 1,
               2000; (2)$960,000 for the month ending August 3 1, 2000;
               (3)$1,090,000 for the month ending September 30, 2000;
               (4)$1,200,000 for the month ending October 3 1, 2000;
               (5)$1,325,000 for the month ending November 30, 2000; and
               (6)$1,475,000 for the month ending December 3 1, 2000 and for
               each month thereafter on a going forward basis.

          8.2.16 Minimum Tawible Net Worth. The Borrower will not permit the
               Borrower's Tangible Net Worth to be less than $6,000,000.00 at
               any time.

          8.2.17 Minimum Current Ratio. The Loan Parties shall not at any time
               permit the ratio of consolidated Current Assets of the Borrower
               and its Subsidiaries to consolidated current liabilities of the
               Borrower and its Subsidiaries to be less than 0.75 to 1 .O.

          8.2.18 Dividends. The Borrower will not declare or pay any
               distributions to its partners or redeem any partnership
               interests. Notwithstanding the above, for as long as the Borrower
               elects to be taxed as a Subchapter S corporation for federal
               income tax purposes, Borrower may, upon the prior written consent
               of Agent, pay distributions to Whiteford Partners, L. P. in an
               amount equal to the amount necessary to cover federal, state and
               local income taxes payable as a result of income of the Borrower
               being included on Whiteford Partners, L. P.'s tax returns,
               calculated at the actual income tax rate payable.

     8.3  Reportiw Requirements. The Loan Parties, jointly and severally,
          covenant and agree that until payment in full of the Loans,
          Reimbursement Obligations and

                                      -47-
<PAGE>
          Letter of Credit Borrowings and interest thereon, expiration or
          termination of all Letters of Credit, satisfaction of all of the Loan
          Parties'other Obligations hereunder and under the other Loan Documents
          and termination of the Commitments, the Loan Parties will Finnish or
          cause to be furnished-to the Agent and each of the Banks:

          8.3.1 Monthlv Financial Statements. As soon as available and in any
               event within thirty (30)calendar days after the end of each
               calendar month, the Borrower's internally prepared financial
               statements of the Borrower with respect to such calendar month,
               which financial statements will: (a)be in reasonable detail and
               in form reasonably satisfactory to Agent; (b)include a balance
               sheet as of the end of such period, profit and loss and surplus
               statements for such period and an income statement for such
               period; (c) include prior year comparisons; and_(d)be on a
               consolidating and consolidated basis for the Borrower and its
               Subsidiaries, and for any entity in which the Borrower's
               financial information is consolidated in accordance with
               generally accepted accounting principles.

          8.3.2 Ouarterlv Financial Statements. As soon as available and in any
               event within forty-five (45)calendar days after the end of each
               of the first three fiscal quarters in each fiscal year, financial
               statements of the Borrower, consisting of a consolidated and
               consolidating balance sheet as of the end of such fiscal quarter
               and related consolidated and consolidating statements of income,
               stockholders'equity and cash flows for the fiscal quarter then
               ended and the fiscal year through that date, all in reasonable
               detail and certified (subject to normal year-end audit
               adjustments)by the Chief Executive Officer, President or Chief
               F&ncial Officer of the Borrower as having been prepared in
               accordance with GASP, consistently applied, and setting forth in
               comparative form the respective financial statements for the
               corresponding date and period in the previous fiscal year. The
               Loan Parties will be deemed to have complied with the delivery
               requirements of this Section 8.3.1 if within forty-five (45)days
               after the end of their fiscal quarter, the Borrower delivers to
               the Agent and each of the Banks a copy of its Form 10-Q as filed
               with the SEC and the financial statements contained therein meets
               the requirements described in this Section.

          8.3.3 Annual Financial Statements. As soon as available and in any
               event within ninety (90)days after the end of each fiscal year of
               the Borrower, financial statements of the Borrower consisting of
               a consolidated balance sheet as of the end of such fiscal year,
               and related consolidated statements of income,
               stockholders'equity and cash flows for the fiscal year then
               ended, all in reasonable detail and setting forth in comparative
               form the financial statements as of the end of and for the
               preceding fiscal year, and certified by independent certified
               public accountants of nationally recognized standing satisfactory
               to the Agent. The certificate or report of accountants shall be
               free of qualifications (other than any consistency

                                      -48-
<PAGE>
               qualification that may result from a change in the method used to
               prepare the financial statements as to which such accountants
               concur)and shall not indicate the occurrence or existence of any
               event, condition or contingency which would materially impair the
               prospect of payment or performance of any covenant, agreement or
               duty of any Loan Party under any of the Loan Documents. The Loan
               Parties will be deemed to have complied with the delivery
               requirements of this Section 8.3.2 if within ninety (90)days
               after the end of their fiscal year the Borrower delivers to the
               Agent and each of the Banks a copy of its Annual Report and Form
               10-K as filed with the SEC and the financial statements and
               certification of public accountants contained therein meets the
               requirements described in this Section.

          8.3.4 Certificate of the Borrower. Concurrently with the financial
               statements of'the Borrower furnished to the Agent and to the
               Banks pursuant to Sections 8.3.1, 8.3.2 and 8.3.3, a certificate
               of the Borrower signed by the Chief Executive Officer, President
               or Chief Financial Officer of the Borrower, in the form of
               Exhibit 8.3.4, to the effect that, except as described pursuant
               to Section 8.3.4, (i)the representations and warranties of the
               Borrower contained in Section 5.10 and in the other Loan
               Documents are true on and as of the date of such certificate with
               the same effect as though such representations and warranties had
               been made on and as of such date (except representations and
               warranties which expressly relate solely to an earlier date or
               time)and the Loan Parties have performed and complied with all
               covenants and conditions hereof, (ii)no Event of Default or
               Potential Default exists and is continuing on the date of such
               certificate and (iii)containing calculations in sufficient detail
               to demonstrate compliance as of the date of such financial
               statements with all financial covenants contained in Section 8.2.

          8.3.5 Borrowing Base Certificate. With each request for an advance
               under the Revolving Credit Note and upon the request from time to
               time of Agent, but in no event less often than monthly, furnish
               the Agent a Borrowing Base Certificate.

          8.3.6 Notice of Default. Promptly after any officer of any Loan Party
               has learned of the occurrence of an Event of Default or Potential
               Default, a certificate signed by the Chief Executive Officer,
               President or Chief Financial Officer of such Loan Party setting
               forth the details of such Event of Default or Potential Default
               and the action which the such Loan Party proposes to take with
               respect thereto.

          8.3.7 Notice of Litipation. Promptly after the commencement thereof,
               notice of all actions, suits, proceedings or investigations
               before or by any Official Body or any other Person against any
               Loan Party or Subsidiary of any Loan Party which relate to the
               Collateral, involve a claim or series of

                                      -49-
<PAGE>
               claims in excess of $100,000 or which if adversely determined
               would constitute a Material Adverse Change.

          8.3.8 Notice of Change in Debt Rating. Within two (2)Business Days
               afler Standard &Poor's or Moody's announces a change in the
               Borrower's Debt Rating, notice of such change, Borrower will
               deliver together with such notice a copy of any written
               notification which Borrower received from the applicable rating
               agency regarding such change of Debt Rating.

          8.3.9 Sale of Assets. At least thirty (30)calendar days prior thereto,
               with respect to any proposed sale or transfer of assets pursuant
               to Section 8.2.6.4 or 8.2.6.5.

          8.3.10 Other Reports and Information. Promptly upon their becoming
               available to the Borrower, such other reports and information as
               any of the Banks may horn time to time reasonably request. The
               Borrower shall also notify the Banks promptly of the enactment or
               adoption of any Law that may result in a Material Adverse Change.

          8.3.11 Notices Repardinp Plans and Benefit Arrangements.

          8.3.11.1Certain Events. Promptly upon becoming aware of the occurrence
               thereof, notice (including the nature of the event and, when
               known, any action taken or threatened by the Internal Revenue
               Service or the PBGC with respect thereto)of:

               8.3.11.1.1 any Reportable Event with respect to the Borrower or
                    any other member of the ERISA Group (regardless of whether
                    the obligation to report said Reportable Event to the PBGC
                    has been waived),

                    8.3.11.1.2 any Prohibited l%ansaction which could subject
                         the Borrower or any other member of the ERISA Group to
                         a civil penalty assessed pursuant to Section 502(i)of
                         ERISA or a tax imposed by Section 4975 of the Internal
                         Revenue Code in connection with any Plan, any Benefit
                         Arrangement or any trust created thereunder,

                    8.3.11.1.3 any assertion of material withdrawal liability
                         with respect to any Multiemployer Plan,

                    8.3.11.1.4 any partial or complete withdrawal from a
                         Multiemployer Plan by the Borrower or any other member
                         of the ERISA Group under Title IV of ERISA (or
                         assertion thereof), where such withdrawal is likely to
                         result in material withdrawal liability,

                                      -50-
<PAGE>
                    8.3.11.1.5 any cessation of operations (by the Borrower or
                         any other member of the ERISA Group)at a facility in
                         the circumstances described in Section 4062(e)of ERISA,

                    8.3.11.1.6 withdrawal by the Borrower or any other member of
                         the ERISA Group from a Multiple Employer Plan,

                    8.3.11.1.7 a failure by the Borrower or any other member of
                         the ERISA Group to make a payment to a Plan required to
                         avoid imposition of a Lien under Section 302(f)of
                         ERISA,

                    8.3.11.1.8 the adoption of an amendment to a Plan requiring
                         the provision of security to such Plan pursuant to
                         Section 307 of ERISA, or

                    8.3.11.1.9 any change in the actuarial assumptions or
                         funding methods used for any Plan, where the effect of
                         such change is to materially increase or materially
                         reduce the unfunded benefit liability or obligation to
                         make periodic contributions.

               8.3.11.2 Notices of Involuntarv Termination and Annual Promptly
                    Reports. after receipt thereof, copies of (a)all notices
                    received by the Borrower or any other member of the ERISA
                    Group of the PBGC's intent to terminate any Plan admi&stered
                    or . maintained by the Borrower or any member of the ERISA
                    Group, or to have a trustee appointed to administer any such
                    Plan; and (b) at the request of the Agent or any Bank each
                    annual report (IRS Form 5500 series)and all accompanying
                    schedules, the most recent actuarial reports, the most
                    recent financial information concerning the financial status
                    of each Plan administered or maintained by the Borrower or
                    any other member of the ERISA Group, and schedules showing
                    the amounts contributed to each such Plan by or on behalf of
                    the Borrower or any other member of the ERISA Group in which
                    any of their personnel participate or from which such
                    personnel may derive a benefit, and each Schedule B
                    (Actuarial Information)to the annual report filed by the
                    Borrower or any other member of the ERISA Group with the
                    Internal Revenue Service with respect to each such Plan.

               8.3.11.3 Notice of Voluntarv Termination. Promptly upon the
                    filing thereof, copies of any Form 5310, or any successor or
                    equivalent form to Form 53 10, filed with the PBGC in
                    connection with the termination of any Plan.

                                      -5l-
<PAGE>
9.   DEFAULT.

     9.1  Events of Default. Au Event of Default shall mean the occurrence or
          existence of any one or more of the following events or conditions
          (whatever the reason therefor and whether voluntary, involuntary or
          effected by operation of Law):

          9.1.1 Pavments Under Loan Documents. The Borrower shall fail to pay
               (i) any principal of any Loan (including scheduled installments,
               mandatory prepayments or the payment due at maturity)when such
               principal is due hereunder or (ii)any interest on any Loan or any
               other amount owing hereunder or under the other Loan Documents
               within (3)Business Days after such interest or other amount
               becomes due in accordance with the terms hereof or thereof;

          9.1.2 Breach of Warrantv. Any representation or warranty made at any
               time by any of the Loan Parties herein or by any of the Loan
               Parties in any other Loan Document, or in any certificate, other
               instrument or statement furnished pursuant to the provisions
               hereof or thereof, shall prove to have been false or misleading
               in any material respect as of the time it was made or furnished;

          9.1.3 Breach of Negative Covenants or Visitation Rights. Any of the
               Loan Parties shall default in the observance or performance of
               any covenant contained in Section 8.1.6 or Section 8.2;

          9.1.4 Breach of Other Covenants. Any of the Loan Parties shall default
               in the observance or performance of any other covenant, condition
               or provision hereof or of any other Loan Document and such
               default shall continue unremedied for a period of ten
               (10)Business Days after any officer of any Loan Party becomes
               aware of the occurrence thereof (such grace period to be
               applicable only in the event such default can be remedied by
               corrective action of the Loan Parties as determined by the Agent
               in its sole discretion);

          9.1.5 Defaults in Other Agreements or Indebtedness. A default or event
               of default shall occur at any time under the terms of any other
               agreement involving borrowed money or the extension of credit or
               any other Indebtedness under which any Loan Party or Subsidiary
               of any Loan Party may be obligated as a borrower or guarantor,
               and such breach, default or event of default consists of the
               failure to pay (beyond any period of grace permitted with respect
               thereto, whether waived or not)any indebtedness when due (whether
               at stated maturity, by acceleration or otherwise)or if such
               breach or default permits or causes the acceleration of any
               indebtedness (whether or not such right shall have been waived)or
               the termination of any commitment to lend;

          9.1.6 Final Judpments or Orders. Any final judgments or orders for the
               payment of money in excess of $50,000 in the aggregate shall be
               entered against any Loan Party by a court having jurisdiction in
               the premises, -52-
<PAGE>
               which judgment is not discharged, vacated, bonded or stayed
               pending appeal within a period of thirty (30)days from the date
               of entry;

          9.1.7 Loan Document Unenforceable. Any of the Loan Documents shall
               cease to be legal, valid and binding agreements enforceable
               against the party executing the same or such party's successors
               and assigns (as permitted under the Loan Documents)in accordance
               with the respective terms thereof or shall in any way be
               terminated (except in accordance with its terms)or become or be
               declared ineffective or inoperative or shall in any way be
               challenged or contested or cease to give or provide the
               respective Liens, security interests, rights, titles, interests,
               remedies, powers or privileges intended to be created thereby;

          9.1.8 Uninsured Losses; Proceedings Against Assets. Any of the Loan
               Parties'or any of their Subsidiaries'assets are attached, seized,
               levied upon or subjected to a writ or distress warrant; or such
               come within the possession of any receiver, trustee, custodian or
               assignee for the benefit of creditors and the same is not cured
               within thirty (30)days thereafter;

          9.1.9 Notice of Lien or Assessment. A notice of Lien or assessment in
               excess of $25,000 which is not a Permitted Lien is filed of
               record with respect to all or any part of any of the Loan
               Parties'or any of their Subsidiaries' assets by the United
               States, or any department, agency or instrumentality thereof, or
               by any state, county, municipal or other governmental agency,
               including the PBGC, or any taxes or debts owing at any time or
               times hereafter to any one of these becomes payable and the same
               is not paid within thirty (30)days after the same becomes
               payable;

          9.1.10 Insolvencv. Any Loan Party or any Subsidiary of a Loan Party
               ceases to be solvent or admits in writing its inability to pay
               its debts as they mature;

          9.1.11 Events RelatinP to Plans and Benefit Arranpements. Any of the
               following occurs: (i)any Reportable Event, which the Agent
               determines in good faith constitutes grounds for the termination
               of any Plan by the PBGC or the appointment of a trustee to
               administer or liquidate any Plan, shall have occurred and be
               continuing; (ii)proceedings shall have been instituted or other
               action taken to terminate any Plan, or a termination notice shall
               have been filed with respect to any Plan; (iii)a trustee shall be
               appointed to administer or liquidate any Plan; (iv)the PBGC shall
               give notice of its intent to institute proceedings to terminate
               any Plan or Plans or to appoint a trustee to administer or
               liquidate any Plan; and, in the case of the occurrence of (i),
               (ii), (iii)or (iv)above, the Agent determines in good faith that
               the amount of the Borrower's liability is likely to exceed 10%of
               its Consolidated Tangible Net Worth; (v)the Borrower or any
               member of the ERISA Group shall fail to make any contributions
               when due to a Plan or a Multiemployer Plan; (vi)the Borrower or
               any other member of the ERISA Group shall make any amendment to a
               Plan with

                                      -53-
<PAGE>
               respect to which security is required under Section 307 of ERISA;
               (vii)the Borrower or any other member of the ERISA Group shall
               withdraw completely or partially from a Multiemployer Plan;
               (viii)the Borrower or any other member of the ERISA Group shall
               withdraw (or shall be deemed under Section 4062(e)of ERISA to
               withdraw)from a Multiple Employer Plan; or (ix)any applicable Law
               is adopted, changed or interpreted by any Official Body with
               respect to or otherwise affecting one or more Plans,
               Multiemployer Plans or Benefit Arrangements and, with respect to
               any of the events specified in (v), (vi), (vii), (viii)or (ix),
               the Agent determines in good faith that any such occurrence would
               be reasonably likely to materially and adversely affect the total
               enterprise represented by the Borrower and the other members of
               the ERISA Group;

          9.1.12 Cessation of Business. Any Loan Party or Subsidiary of a Loan
               Party ceases to conduct its business as contemplated, except as
               expressly permitted under Section 8.2.5 or 8.2.6, or any Loan
               Party or Subsidiary of a Loan Party is enjoined, restrained or in
               any way prevented by court order from conducting all or any
               material part of its business and such injunction, restraint or
               other preventive order is not dismissed within thirty (30)days
               after the entry thereof;

          9.1.13 Involuntarv Proceedinps. A proceeding shall have been
               instituted in a court having jurisdiction in the premises seeking
               a decree or order for relief in respect of any Loan Party or
               Subsidiary of a Loan Party in an involuntary case under any
               applicable bankruptcy, insolvency, reorganization or other
               similar law now or hereafter in effect, or for the appointment of
               a receiver, liquidator, assignee, custodian, trustee,
               sequestrator, conservator (or similar official)of any Loan Party
               or Subsidiary of a Loan Party for any substantial part of its
               property, or for the winding-up or liquidation of its affairs,
               and such proceeding shall remain undismissed or unstayed and in
               effect for a period of thirty (30) consecutive days or such court
               shall enter a decree or order granting any of the relief sought
               in such proceeding; or

          9.1.14 Voluntary Proceedinps. Any LOan Party or Subsidiary of a Loan
               Party shall commence a voluntary case under any applicable
               bankruptcy, insolvency, reorganization or other similar law now
               or hereafter in effect, shall consent to the entry of an order
               for relief in an involuntary case under any such law, or shall
               consent to the appointment or taking possession by a receiver,
               liquidator, assignee, custodian, trustee, sequestrator,
               conservator (or other similar official)of itself or for any
               substantial part of its property or shall make a general
               assignment for the benefit of creditors, or shall fail generally
               to pay its debts as they become due, or shall take any action in
               furtherance of any of the foregoing.

     9.2  Consequences of Event of Default.

                                      -54 -
<PAGE>
          9.2.1 Events of Default Other Than Bankruutcv. Insolvencv or
               ReorPanixation Proceedings. If an Event of Default specified
               under Sections 9.1.1 through 9.1.14 shall occur and be
               continuing, the Banks and the Agent shall be under no further
               obligation to make Revolving Credit Loans, and the Agent may, and
               upon the request of the Required Banks, shall by written notice
               to the Borrower, take one or both of the following actions:
               (i)terminate the Commitments and thereupon the Commitments shall
               be terminated and of no further force and effect, or (ii)declare
               the unpaid principal amount of the Revolving Credit Notes and
               Term Loan then outstanding and all interest accrued thereon, any
               unpaid fees and all other Indebtedness of the Borrower to the
               Banks hereunder and thereunder to be forthwith due and payable,
               and the same shall thereupon become and be immediately due and
               payable to the Agent for the benefit of each Bank without
               presentment, demand, protest or any other notice of any kind, all
               of which are hereby expressly waived; and

          9.2.2 Bankruptcv, Insolvency or Reorganization Proceedinps. If an
               Event of Default specified under Section 9.1.13 or 9.1.14 shall
               occur, the Commitments shall automatically terminate and be of no
               further force and effect, the Banks shall be under no further
               obligations to make Revolving Credit Loans hereunder and the
               unpaid principal amount of the Loans then outstanding and all
               interest accrued thereon, any unpaid fees and all other
               Indebtedness of the Borrower to the Banks hereunder and
               thereunder shall be immediately due and payable, without
               presentment, demand, protest or notice of any kind, all of which
               are hereby expressly waived; and

          9.2.3 Set-off. If an Event of Default shall occur and be continuing,
               any Bank to whom any Obligation is owed by any Loan Party
               hereunder or under any other Loan Document or any participant of
               such Bank which has agreed in writing to be bound by the
               provisions of Section 10.13 and any branch, Subsidiary or
               Affiliate of such Bank or participant anywhere in the world shall
               have the right, in addition to all other rights and remedies
               available to it, without notice to such Loan Party, to set-off
               against and apply to the then unpaid balance of all the Loans and
               all other Obligations of the Borrower and the other Loan Parties
               hereunder or under any other Loan Document any debt owing to, and
               any other funds held in any manner for the account of, the
               Borrower or such other Loan Party by such Bank or participant or
               by such branch, Subsidiary or Affiliate, including all funds in
               all deposit accounts (whether time or demand, general or special,
               provisionally credited or finally credited, or otherwise)now or
               hereafter maintained by the Borrower or such other Loan Party for
               its own account (but not including funds held in custodian or
               trust accounts)with such Bank or participant or such branch,
               Subsidiary or Affiliate. Such right shall exist whether or not
               any Bank or the Agent shall have made any demand under this
               Agreement or any other Loan Document, whether or not such debt
               owing to or funds held for the account of the Borrower or such
               other Loan Party is or are matured or unmatured and regardless of
               the
                                      -55-
<PAGE>
               existence or adequacy of any Collateral, Guaranty or any other
               security, right or remedy available to any Bank or the Agent; and

          9.2.4 Suits, Actions, Proceedinps. If an Event of Default shall occur
               and be continuing, and whether or not the Agent shall have
               accelerated the maturity of Loans pursuant to any of the
               foregoing provisions of this Section 9.2, the Agent or any Bank,
               if owed any amount with respect to the Loans, may proceed to
               protect and enforce its rights by suit in equity, action at law
               and/or other appropriate proceeding, whether for the specific
               performance of any covenant or agreement contained in this
               Agreement or the other Loan Documents, including as permitted by
               applicable Law the obtaining of the ex carte appointment of a
               receiver, and, if such amount shall have become due, by
               declaration or otherwise, proceed to enforce the payment thereof
               or any other legal or equitable right of the Agent or such Bank;
               and

          9.2.5 Application of Proceeds. From and after the date on which the
               Agent has taken any action pursuant to this Section 9.2 and until
               all Obligations of the Loan Parties have been paid in full, any
               and all proceeds received by the Agent from the exercise of any
               remedy by the Agent, shall be applied as follows:

               9.2.5.1 first, to reimburse the Agent and the Banks for
                    out-of-pocket costs, expenses and disbursements, including
                    reasonable attorneys'and paralegals'fees and legal expenses,
                    incurred by the Agent or the Banks in connection with
                    realizing on the Collateral or collection of any Obligations
                    of any of the Loan Parties under any of the Loan Documents;

               9.2.5.2 second, to the repayment of all Indebtedness then due and
                    unpaid of the Loan Parties to the Banks incurred under this
                    Agreement or any of the other Loan Documents, whether of
                    principal, interest, fees, expenses or otherwise, in such
                    manner as the Agent may determine in its discretion; and

               9.2.5.3 the balance, if any, as required by Law.

          9.2.6 Other Riphts and Remedies. In addition to all of the rights and
               remedies contained in this Agreement or in any of the other Loan
               Documents, the Agent shall have all of the rights and remedies
               under applicable Law, all of which rights and remedies shall be
               cumulative and non-exclusive, to the extent permitted by Law. The
               Agent may, and upon the request of the Required Banks shall,
               exercise all post-default rights granted to the Agent and the
               Banks under the Loan Documents or applicable Law.

                                      -56-
<PAGE>
10.  THE AGENT.

     10.1 Appointment. Each Bank hereby irrevocably designates, appoints and
          authorizes PNC Bank to act as Agent for such Bank under this Agreement
          and to execute and deliver or accept on behalf of each of the Banks
          the other Loan Documents. Each Bank hereby irrevocably authorizes the
          Agent to take such action on its behalf under the provisions of this
          Agreement and the other Loan Documents and any other instruments and
          agreements referred to herein, and to exercise such powers and to
          perform such duties hereunder as are specifically delegated to or
          required of the Agent by the terms hereof, together with such powers
          as are reasonably incidental thereto. PNC Bank agrees to act as the
          Agent on behalf of the Banks to the extent provided in this Agreement.

     10.2 Delegation of Duties. The Agent may perform any of its duties
          hereunder by or through agents or employees (provided such delegation
          does not constitute a relinquishment of its duties as Agent)and,
          subject to Sections 10.5 and 10.6, shall be entitled to engage and pay
          for the advice or services of any attorneys, accountants or other
          experts concerning all matters pertaining to its duties hereunder and
          to rely upon any advice so obtained.

     10.3 Nature of Duties: Independent Credit Investipation. The Agent shall
          have no duties or responsibilities except those expressly set form in
          this Agreement and no implied covenants, functions, responsibilities,
          duties, obligations, or liabilities shall be read into this Agreement
          or otherwise exist. The duties of the Agent shall be mechanical and
          administrative in nature; the Agent shall not have by reason of this
          Agreement a fiduciary or trust relationship in respect of any Bank;
          and nothing in this Agreement, expressed or implied, is intended to or
          shall be so construed as to impose upon the Agent any obligations in
          respect of this Agreement except as expressly set forth herein.
          Without limiting the generality of the foregoing, the use of the term
          "agent" in this Agreement with reference to the Agent is not intended
          to connote any fiduciary or other implied (or express) obligations
          arising under agency doctrine of any applicable Law. Instead, such
          term is used merely as a matter of market custom, and is intended to
          create or reflect only an administrative relationship between
          independent contracting parties. Each Bank expressly acknowledges
          (i)that the Agent has not made any representations or warranties to it
          and that no act by the Agent hereafter taken, including any review of
          the affairs of any of the Loan Parties, shall be deemed to constitute
          any representation or warranty by the Agent to any Bank; (ii)that it
          has made and will continue to make, without reliance upon the Agent,
          its own independent investigation of the financial condition and
          affairs and its own appraisal of the creditworthiness of each of the
          Loan Parties in connection with this Agreement and the making and
          continuance of the Loans hereunder; and (iii) except as expressly
          provided herein, that the Agent shall have no duty or responsibility,
          either initially or on a continuing basis, to provide any Bank with
          any credit or other information with respect thereto, whether coming
          into its possession before the making of any Loan or at any time or
          times thereafter.

     10.4 Actions in Discretion of Apent; Instructions From the Banks. The Agent
          agrees, upon the written request of the Required Banks, to take or
          refrain from
                                      -57-
<PAGE>
          taking any action of the type specified as being within the Agent's
          rights, powers or discretion herein, provided that the Agent shall not
          be required to take any action which exposes the Agent to personal
          liability or which is contrary to this Agreement or any other Loan
          Document or applicable Law. In the absence of a request by the
          Required Banks, the Agent shall have authority, in its sole
          discretion, to take or not to take any such action, unless this
          Agreement specifically requires the consent of the Required Banks or
          all of the Banks. Any action taken or failure to act pursuant to such
          instructions or discretion shall be binding on the Banks, subject to
          Section 10.6. Subject to the provisions of Section 10.6,. no Bank
          shall have any right of action whatsoever against the Agent as a
          result of the Agent acting or refraining from acting hereunder in
          accordance with the instructions of the Required Banks, or in the
          absence of such instructions, in the absolute discretion of the Agent.

     10.5 Reimbursement and Indemnification of Apent bv the Borrower. The
          Borrower unconditionally agrees to pay or reimburse the Agent and hold
          the Agent harmless against (a)liability for the payment of all
          reasonable out-ofpocket costs, expenses and disbursements, including
          reasonable fees and expenses of counsel (including the allocated costs
          of staff counsel), appraisers and environmental consultants, incurred
          by the Agent (i)in connection with the development, negotiation,
          preparation, priming, execution, administration, syndication,
          interpretation and performance of this Agreement and the other Loan
          Documents, (ii)relating to any requested amendments, waivers or
          consents pursuant to the. provisions hereof, ,(iii)in connection with
          the enforcement of this Agreement or any other Loan Document or
          collection of amounts due hereunder or thereunder or the proof and
          allowability of any claim arising under this Agreement or any other
          Loan Document, whether in bankruptcy or receivership proceedings or
          otherwise, and (iv)in any workout or restructuring or in connection
          with the protection, preservation, exercise or enforcement of any of
          the terms hereof or of any rights hereunder or under any other Loan
          Document or in connection with any foreclosure, collection or
          bankruptcy proceedings, and (b) all liabilities, obligations, losses,
          damages, penalties, actions, judgments, suits, costs, expenses or
          disbursements of any kind or nature whatsoever which may be imposed
          on, incurred by or asserted against the Agent, in its capacity as
          such, in any way relating to or arising out of this Agreement or any
          other Loan Documents or any action taken or omitted by the Agent
          hereunder or thereunder, provided that the Borrower shall not be
          liable for any portion of such liabilities, obligations, losses,
          damages, penalties, actions, judgments, suits, costs, expenses or
          disbursements if the same results from the Agent's gross negligence or
          willful misconduct, or if the Borrower was not given notice of the
          subject claim and the opportunity to participate in the defense
          thereof, at its expense (except that the Borrower shall remain liable
          to the extent such failure to give notice does not result in a loss to
          the BOKOWH), or if the same results from a compromise or settlement
          agreement entered into without the consent of the Borrower, which
          shall not be unreasonably withheld. In addition, the Borrower agrees
          to reimburse and pay all reasonable out-of-pocket expenses of the
          Agent's regular employees
                                      -58-
<PAGE>
          and agents engaged periodically to perform audits of the Loan
          Parties'books, records and business properties.

     10.6 Exculpatorv Provisions: Limitation of Liabilitv. Neither the Agent nor
          any of its directors, officers, employees, agents, attorneys or
          Affiliates shall (a)be liable to any Bank for any action taken or
          omitted to be taken by it or them hereunder, or in connection herewith
          including pursuant to any Loan Document, unless caused by its or their
          own gross negligence or willful misconduct, (b)be responsible in any
          manner to any of the Banks for the effectiveness, enforceability,
          genuineness, validity or the due execution of this Agreement or any
          other Loan Documents or for any recital, representation, warranty,
          document, certificate, report or statement herein or made or furnished
          under or in connection with this Agreement or any other Loan
          Documents, or (c)be under any obligation to any of the Banks to
          ascertain or to inquire as to the performance or observance of any of.
          the terms, covenants or conditions hereof or thereof on the part of
          the Loan Parties, or the financial condition of the Loan Parties, or
          the existence or possible existence of any Event of Default or
          Potential Default. No claim may be made by any of the Loan Parties,
          any Bank, the Agent or any of their respective Subsidiaries against
          the Agent, any Bank or any of their respective directors, officers,
          employees, agents, attorneys or Affiliates, or any of them, for any
          special, indirect or consequential damages or, to the fullest extent
          permitted by Law, for any punitive damages in respect of any claim or
          cause of action (whether based on contract, tort, statutory liability,
          or any other ground)based on, arising out of or related to any Loan
          Document or the transactions contemplated hereby or any act, omission
          or event occurring in connection therewith, including the negotiation,
          documentation, administration or collection of the Loans, and each of
          the Loan Parties, (for itself and on behalf of each of its
          Subsidiaries), the Agent and each Bank hereby waive, releases and
          agree never to sue upon any claim for any such damages, whether such
          claim now exists or hereafter arises and whether or not it is now
          known or suspected to exist in its favor. Each Bank agrees that,
          except for notices, reports and other documents expressly required to
          be furnished to the Banks by the Agent hereunder or given to the Agent
          for the account of or with copies for the Banks, the Agent and each of
          its directors, officers, employees, agents, attorneys or Affiliates
          shall not have any duty or responsibility to provide any Bank with an
          credit or other information concerning the business, operations,
          property, condition (financial or otherwise), prospects or
          creditworthiness of the Loan Parties which may come into the
          possession of the Agent or any of its directors, officers, employees,
          agents, attorneys or Affiliates.

     10.7 Reimbursement and Indemnification of Apent bv Banks. Each Bank agrees
          to reimburse and indemnify the Agent (to the extent not reimbursed by
          the Borrower and without limiting the Obligation of the Borrower to do
          so)in proportion to its Ratable Share from and against all
          liabilities, obligations, losses, damages, penalties, actions,
          judgments, suits, costs, expenses or disbursements, including
          reasonable attorneys'fees and disbursements (including the allocated
          costs of staff counsel), and costs of appraisers and environmental
          consultants, of any kind or nature whatsoever which may be imposed on,
          incurred by or asserted against the

                                      -59-
<PAGE>
          Agent, in its capacity as such, in any way relating to or arising out
          of this Agreement or any other Loan Documents or any action taken or
          omitted by the Agent hereunder or thereunder, provided that no Bank
          shall be liable for any portion of such liabilities, obligations,
          losses, damages, penalties, actions, judgments, suits, costs, expenses
          or disbursements (a)if the same results from the Agent's gross
          negligence or willful misconduct, or (b)if such Bank was not given
          notice of the subject claim and the opportunity to participate in the
          defense thereof, at its expense (except that such Bank shall remain
          liable to the extent such failure to give notice does not result in a
          loss to the Bank), or (c)if the same results from a compromise and
          settlement agreement entered into without the consent of such Bank,
          which shall not be unreasonably withheld. In addition, each Bank
          agrees promptly upon demand to reimburse the Agent (to the extent not
          reimbursed by the Borrower and without limiting the Obligation of the
          Borrower to do so)in proportion to its Ratable Share for all amounts
          due and payable by the Borrower to the Agent in connection with the
          Agent's periodic audit of the Loan Parties'books, records and business
          properties.

     10.8 Reliance bv Apent. The Agent shall be entitled to rely upon any
          writing, telegram, telex or teletype message, resolution, notice,
          consent, certificate, letter, cablegram, statement, order or other
          document or conversation by telephone or otherwise believed by it to
          be genuine and correct and to have been signed, sent or made by the
          proper Person or Persons, and upon the advice and opinions of counsel
          and other professional advisers selected by the Agent. The Agent shall
          be fully justified in failing or refusing to take any action
          hereunder. unless it shall first be indemnified to its satisfaction by
          the Banks against any and all liability and expense which may be
          incurred by it by reason of taking or continuing to take any such
          action.

     10.9 Notice of Default. The Agent shall not be deemed to have knowledge or
          notice of the occurrence of any Potential Default or Event of Default
          unless the Agent has received written notice from a Bank or the
          Borrower referring to this Agreement, describing such Potential
          Default or Event of Default and stating that such notice is a "notice
          of default."

     10.10 Notices. The Agent shall promptly send to each Bank a copy of all
          notices received from the Borrower pursuant to the provisions of this
          Agreement or the other Loan Documents promptly upon receipt thereof.
          The Agent shall promptly notify the Borrower and the other Banks of
          each change in the Base Rate and the effective date thereof.

     10.11 Banks in Their Individual Capacities. With respect to its Revolving
          Credit Commitment, the Revolving Credit Loans, the Term Loan
          Commitment and the Term Loans made by it and any other rights and
          powers given to it as a Bank hereunder or under any of the other Loan
          Documents, the Agent shall have the same rights and powers hereunder
          as any other Bank and may exercise the same as though it were not the
          Agent, and the term "Banks" shall, unless the context otherwise
          indicates, include the Agent in its individual capacity. PNC Bank and

                                      -60-
<PAGE>
          its Affiliates and each of the Banks and their respective Affiliates
          may, without liability to account, except as prohibited herein, make
          loans to, accept deposits from, discount drafts for, act as trustee
          under indentures of, and generally engage in any kind of banking or
          trust business with, the Loan Parties and their Affiliates, in the
          case of the Agent, as though it were not acting as Agent hereunder and
          in the case of each Bank, as though such Bank were not a Bank
          hereunder. The Banks acknowledge that, pursuant to such activities,
          the Agent or its Affiliates may (i)receive information regarding the
          Loan Parties (including information that may be subject to
          confidentiality obligations in favor of the Loan Parties)and
          acknowledge that the Agent shall be under no obligation to provide
          such information to them, and (ii)accept fees and other consideration
          from the Loan Parties for services in connection with this Agreement
          and otherwise without having to account for the same to the Banks.

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

     10.13 Equalization of Banks. The Banks and the holders of any
          participations in any Commitments or Loans or other rights or
          obligations of a Bank hereunder agree among themselves that, with
          respect to all amounts received by any Bank or any such holder for
          application on any Obligation hereunder or under any such
          participation, whether received by voluntary payment, by realization
          upon security, by the exercise of the right of set-off or banker's
          lien, by counterclaim or by any other non-pro rata source, equitable
          adjustment will be made in the manner stated in the following sentence
          so that, in effect, all such excess amounts will be shared ratably
          among the Banks and such holders in proportion to their interests in
          payments on the Loans, except as otherwise provided in Section
          4.3.3,=or 5.7. The Banks or any such holder receiving any such amount
          shall purchase for cash from each of the other Banks an interest in
          such Bank's Loans in such amount as shall result in a ratable
          participation by the Banks and each such holder 'in the aggregate
          unpaid amount of the Loans, provided that if all or any portion of
          such excess amount is thereafter recovered from the Bank or the holder
          making such purchase, such purchase shall be rescinded and the
          purchase price restored to the extent of such recovery, together with
          interest or other amounts, if any, required by law (including court
          order)to be paid by the Bank or the holder making such purchase.

     10.14 Successor Apent. The Agent (i)may resign as Agent or (ii)shall resign
          if such resignation is requested by the Required Banks (if the Agent
          is a Bank, the Agent's Loans and its Commitment shall be considered in
          determining whether the Required Banks have requested such
          resignation)or required by Section 5.5.2, in either case of (i)or
          (ii)by giving not less than thirty (30)days'prior written

                                      -61-
<PAGE>
          notice to the Borrower. If the Agent shall resign under this
          Agreement, then either (a)the Required Banks shall appoint from among
          the Banks a successor agent for the Banks, subject to the consent of
          the Borrower, such consent not to be unreasonably withheld, or (b)if a
          successor agent shall not be so appointed and approved within the
          thirty (30)day period following the Agent's notice to the Banks of its
          resignation, then the Agent shall appoint, with the consent of the
          Borrower, such consent not to be unreasonably withheld, a successor
          agent who shall serve as Agent until such time as the Required Banks
          appoint and the Borrower consents to the appointment of a successor
          agent. Upon its appointment pursuant to either clause (a)or (b)above,
          such successor agent shall succeed to the rights, powers and duties of
          the Agent, and the term "Agent" shall mean such successor agent,
          effective upon its appointment, and the former Agent's rights, powers
          and duties as Agent shall be terminated without any other or further
          act or deed on the part of such former Agent or any of the parties to
          this Agreement. After the resignation of any Agent hereunder, the
          provisions of this Section 10 shall inure to the benefit of such
          former Agent and such former Agent shall not by reason of such
          resignation be. deemed to be released from liability for any actions
          taken or not taken by it while it was an Agent under this Agreement.

     10.15 Renewal Fee. The Borrower shall pay to the Agent a nonrefundable fee
          of $10,000 (the "Renewal Fee")for the extension and renewal of the
          Revolving Credit Loans and the Term Loans. Such Renewal Fee will be
          shared ratably among the Banks in proportion to their Ratable Share.

     10.16 Availabilitv of Funds. The Agent may assume that each Bank has made
          or will make the proceeds of a Loan available to the unless the Agent
          shall have been notified by such Bank on or before the later of (1)the
          close of Business on the Business Day preceding the Borrowing Date
          with respect to such Loan or two (2) hours before the time on which
          the Agent actually funds the proceeds of such Loan to the Borrower
          (whether using its own funds pursuant to this Section 10.16 or using
          proceeds deposited with the Agent by the Banks and whether such
          funding occurs before or after the time on which Banks are required to
          deposit the proceeds of such Loan with the Agent). The Agent may, in
          reliance upon such assumption (but shall not be required to), make
          available to the Borrower a corresponding amount in the applicable
          currency. If such corresponding amount is not in fact made available
          to the Agent by such Bank in the applicable currency, the Agent shall
          be entitled to recover such amount on demand Tom such Bank (or, if
          such Bank fails to pay such amount forthwith upon such demand from the
          Borrower)together with interest thereon, in respect of each day during
          the period commencing on the date such amount was made available to
          the Borrower and ending on the date the Agent recovers such amount, at
          a rate per annum equal to (i)the Federal Funds Effective Rate during
          the first three (3)days after such interest shall begin to accrue and
          (ii)the applicable interest rate in respect of such Loan after the end
          of such three-day period.

     10.17 Calculations. In the absence of gross negligence or willful
          misconduct, the Agent shall not be liable for any error in computing
          the amount payable to any

                                      -62-
<PAGE>
          Bank whether in respect of the Loans, fees or any other amounts due to
          the Banks under this Agreement. In the event an error in computing any
          amount payable to any Bank is made, the Agent, the Borrower and each
          affected Bank shall, forthwith upon discovery of such error, make such
          adjustments as shall be required to correct such error, and any
          compensation therefor will be calculated at the Federal Funds
          Effective Rate.

     10.18 Beneficiaries. Except as expressly provided herein, the provisions of
          this Section _@are solely for the benefit of the Agent and the Banks,
          and the Loan Parties shall not have any rights to rely on or enforce
          any of the provisions hereof. In performing its fin&ions and duties
          under this Agreement, the Agent shall act solely as agent of the Banks
          and does not assume and shall not be deemed to have assumed any
          obligation toward or relationship of agency or trust with or for any
          of the Loan Parties.

     10.19 Collateral Examination Reports. Upon the request of a Bank, Agent
          shall provide to such Bank copies of any reports or other information
          generated from the Agent's examination of Borrower's properties or
          Collateral under Section 8.1.6.

11.  MISCELLANEOUS.

     11.1 Modifications, Amendments or Waivers. With the written consent of the
          Required Banks, the Agent, acting on behalf of all the Banks, and the
          Borrower, on behalf of the Loan Parties, may f? om time to time enter
          into written agreements amending or changing any provision of this
          Agreement or any other Loan Document or the rights of the Banks or the
          Loan Parties hereunder or thereunder, or may grant written waivers or
          consents to a departure Tom the due performance of the Obligations of
          the Loan Parties hereunder or thereunder. Any such agreement, waiver
          or consent made with such written consent shall be effective to bind
          all the Banks and the Loan Parties; provided, that, without the
          written consent of all the Banks, no such agreement, waiver or consent
          may be made which will:

          11.1.1 Increase of Commitment; Extension or Expiration Date. Increase
               the amount of the Revolving Credit Commitment or Term Loan
               Commitment of any Bank hereunder or extend the Expiration Date;

          11.1.2 Extension of Payment: Reduction of Principal Interest or Fees;
               Modification of Terms of Pavment. Whether or not any Loans are
               outstanding, extend the time for payment of principal or interest
               of any Loan (excluding the due date of any mandatory prepayment
               of a Loan or any mandatory Commitment reduction in connection
               with such a mandatory prepayment hereunder except for mandatory
               reductions of the Commitments on the Expiration Date)or any other
               fee payable to any Bank, or reduce the principal amount of or the
               rate of interest borne by any Loan or reduce any other fee
               payable to any Bank, or otherwise affect

                                      -63-
<PAGE>
               the terms of payment of the principal of or interest of any Loan
               or any other fee payable to any Bank;

          11.1.3 Release of Collateral or Guarantor. Except for sales of assets
               permitted by Section 8.2.7, release any Collateral consisting of
               capital stock or other ownership interests of any Loan Party or
               its Subsidiary or substantially all of the assets of any Loan
               Party, any Guarantor from its Obligations under the .Guaranty
               Agreement or any other security for any of the Loan Parties'
               Obligations; or

          11.1.4 Miscellaneous. Amend Section 5.2 9; 10 6 or 10 A 13 or this
               Section 11.1, alter any provision regarding the pro rata
               treatment of the Banks, change the definition of Required Banks,
               or change any requirement providing for the Banks or the Required
               Banks to authorize the taking of any action hereunder;

               provided, further, that no agreement, waiver or consent which
               would modify the interests, rights or obligations of the Agent in
               its capacity as Agent shall be effective without the written
               consent of the Agent.

     11.2 No Implied Waivers: Cumulative Remedies: Writing Required. No course
          of dealing and no delay or failure of the Agent or any Bank in
          exercising any right, power, remedy or privilege under this Agreement
          or any other Loan Document shall affect any other or future exercise
          thereof or operate as a waiver thereof, nor shall any single or
          partial exercise thereof or any abandonment or discontinuance of steps
          to enforce such a right, power, remedy or privilege preclude any
          further exercise thereof or of any other right, power, remedy or
          privilege. The rights and remedies of the Agent and the Banks under
          this Agreement and any other Loan Documents are cumulative and not
          exclusive of any rights or remedies that they would otherwise have.
          Any waiver, permit, consent or approval of any kind or character on
          the part of any Bank of any breach or default under this Agreement or
          any such waiver of any provision or condition of this Agreement must
          be in writing and shall be effective only to the extent specifically
          set forth in such writing.

     11.3 Reimbursement and Indemnification of Banks bv the Borrower: Taxes. The
          Borrower agrees unconditionally upon demand to pay or reimburse to
          each Bank (other than the Agent, as to which the Borrower's
          Obligations are set form in Section 10.5)and to save such Bank
          harmless against (i)liability for the payment of all reasonable
          out-of-pocket costs, expenses and disbursements (including reasonable
          fees and expenses of counsel (including allocated costs of staff
          counsel)for each Bank except with respect to (a)and (b)below),
          incurred by such Bank (a)in connection with the administration and
          interpretation of this Agreement, and other instruments and documents
          to be delivered hereunder, (b) elating to any amendments, waivers or
          consents pursuant to the provisions hereof, (c)in connection with the
          enforcement of this Agreement or any other Loan Document, or
          collection of amounts due hereunder or thereunder or the proof and

                                      -64-
<PAGE>
          allowability of any claim arising under this Agreement or any other
          Loan Document, whether in bankruptcy or receivership proceedings or
          otherwise, and (d)in any workout or restructuring or in connection
          with the protection, preservation, exercise or enforcement of any of
          the terms hereof or of any rights hereunder or under any other Loan
          Document or in connection with any foreclosure, collection or
          bankruptcy proceedings, or (ii)all liabilities, obligations, losses,
          damages, penalties, actions, judgments, suits, costs, expenses or
          disbursements of any kind or nature whatsoever which may be imposed
          on, incurred by or asserted against such Bank, in its capacity as
          such, in any way relating to or arising out of this Agreement or any
          other Loan Documents or any action taken or omitted by such Bank
          hereunder or thereunder, provided that the Borrower shall not be
          liable for any portion of such liabilities, obligations, losses,
          damages, penalties, actions, judgments, suits, costs, expenses or
          disbursements (A)if the same results from such Bank's gross negligence
          or willful misconduct, or (B)if the Borrower was not given notice of
          the subject claim and the opportunity to participate in the defense
          thereof, at its expense (except that the Borrower shall remain liable
          to the extent such failure to give notice does not result in a loss to
          the Borrower), or (C)if the same results fi-om a compromise or
          settlement agreement entered into without the consent of the Borrower,
          which shall not be unreasonably withheld. The Banks will attempt to
          minimize the fees and expenses of legal counsel for the Banks which
          are subject to reimbursement by the Borrower hereunder by considering
          the usage of one law firm to represent the Banks and the Agent if
          appropriate under the circumstances. The Borrower agrees
          unconditionally to pay all stamp, document, transfer, recording or
          filing taxes or fees and similar impositions now or hereafter
          determined by the Agent or any Bank to be payable in connection with
          this Agreement or any other Loan Document, and the Borrower agrees
          unconditionally to save the Agent and the Banks harmless from and
          against any and all present or future claims, liabilities or losses
          with respect to or resulting from any omission to pay or delay in
          paying any such taxes, fees or impositions.

     11.4 Holidavs. Whenever payment of a Loan to be made or taken hereunder
          shall be due on a day which is not a Business Day such payment shall
          be due on the next Business Day and such extension of time shall be
          included in computing interest and fees, except that the Loans shall
          be due on the Business Day preceding the Expiration Date if the
          Expiration Date is not a Business Day. Whenever any payment or action
          to be made or taken hereunder (other than payment of the Loans)shall
          be stated to be due on a day which is not a Business Day, such payment
          or action shall be made or taken on the next following Business Day,
          and such extension of time shall not be included in computing interest
          or fees, if any, in connection with such payment or action.

     11.5 Funding bv Branch, Subsidiary or Affiliate.

          11.5.1 Notional Funding. Each Bank shall have the right from time to
               time, without notice to the Borrower, to deem any branch,
               Subsidiary or Affiliate (which for the purposes of this Section
               11.5 shall mean any

                                      -65-
<PAGE>
               corporation or association which is directly or indirectly
               controlled by or is under direct or indirect common control with
               any corporation or association which directly or indirectly
               controls such Bank)of such Bank to have made, maintained or
               funded any Loan to which the Euro-Rate applies at any time,
               provided that immediately following (on the assumption that a
               payment were then due from the Borrower to such other office),
               and as a result of such change, the Borrower would not be under
               any greater financial obligation pursuant to Section 5.7 than it
               would have been in the absence of such change. Notional funding
               offices may be selected by each Bank without regard to such
               Bank's actual methods of making, maintaining or funding the Loans
               or any sources of funding actually used by or available to such
               Bank.

          11.5.2 Actual Funding. Each Bank shall have the right from time to
               time to make or maintain any Loan by ~arranging for a branch,
               Subsidiary or Affiliate of such Bank to make or maintain such
               Loan subject to the last sentence of this Section 11.5.2. If any
               Bank causes a branch, Subsidiary or Affiliate to make or maintain
               any part of the Loans hereunder, all terms and conditions of this
               Agreement shall, except where the context clearly requires
               otherwise, be applicable to such part of the Loans to the same
               extent as if such Loans were made or maintained by such Bank, but
               in no event shall any Bank's use of such a branch, Subsidiary or
               Affiliate to make or maintain any part of the Loans hereunder
               cause such Bank or such branch, Subsidiary or Affiliate to incur
               any cost or expenses payable by the Borrower hereunder or require
               the Borrower to pay any other compensation to any Bank (including
               any expenses incurred or payable pursuant to Section which would
               otherwise not be incurred.

     11.6 Notices: Lending Offices. Any notice, request, demand, directions and
          other communication (for purposes of this Section 11.6 only,
          "Notice")to be given to or made upon any party hereto under the
          provisions of this Agreement shall be given or made by telephone or
          .in writing (which includes means of electronic transmission (i. e.,
          "e-mail"))or facsimile transmission or by setting form such Notice on
          a site on the World Wide Web (a "Website Posting")if Notice of such
          Website Posting (including the information necessary to access such
          site)has previously been delivered to the applicable parties hereto by
          another means set forth in this Section 11.6)in accordance with this
          Section 11.6. Any such Notice must be delivered to the applicable
          parties hereto at the addresses and numbers set forth under their
          respective names on Schedule 1.1(B)hereof or in accordance with any
          subsequent unrevoked Notice from any such party that is given in
          accordance with Section 11.6. Any Notice shall be effective:

          11.6.1 In the case of hand-delivery, when delivered;

          11.6.2 If given by mail, four days after such Notice is deposited with
               the United States Postal Service, with first-class postage
               prepaid, return receipt requested;

                                             -66-
<PAGE>
          11.6.3 In the case of a telephonic Notice, when a party is contacted
               by telephone, if delivery of such telephonic Notice is confirmed
               no later than the next Business Day by hand delivery, a facsimile
               or electronic transmission, a Website Posting or an overnight
               courier delivery of a confirmatory Notice (received at or before
               noon on such next Business Day);

          11.6.4 In the case of a facsimile transmission, when sent to the
               applicable party's facsimile machine's telephone number, if the
               party sending such Notice receives confirmation of the delivery
               thereof from its own facsimile machine;

          11.6.5 In the case of electronic transmission, when actually received;

          11.6.6 In the case of a Website Posting, upon delivery of a Notice of
               such posting (including the information necessary to access such
               site)by another means as'set forth in this Section 11.6; and

          11.6.7 If given by any other means (including by overnight courier),
               when actually received.

          Any Lender giving a Notice to a Loan Party shall concurrently send a
          copy thereof to the Agent, and the Agent shall promptly notify the
          other Lenders of its receipt of such Notice. Schedule 1.1(B)lists the
          Lending Offices of each Bank. Each Bank may change its Lending Office
          by written notice to the other parties hereto.

     11.7 Severability. The provisions of this Agreement are intended to be
          severable. If any provision of this Agreement shall be held invalid or
          unenforceable in whole or in part in any jurisdiction, such provision
          shall, as to such jurisdiction, be ineffective to the extent of such
          invalidity or unenforceability without in any manner affecting the
          validity or enforceability thereof in any other jurisdiction or the
          remaining provisions hereof in any jurisdiction.

     11.8 Prior Understanding. This Agreement and the other Loan Documents
          supersede all prior understandings and agreements, whether written or
          oral, between the parties hereto and thereto relating to the
          transactions provided for herein and therein, including any prior
          confidentiality agreements and commitments.

     11.9 Duration; Survival. All representations and warranties of the Loan
          Parties contained herein or made in connection herewith shall survive
          the making of Loans and issuance of Letters of Credit and shall not be
          waived by the execution and delivery of this Agreement, any
          investigation by the Agent or the Banks, the making of Loans, or
          payment in full of the Loans. All covenants and agreements of the Loan
          Parties contained in Sections 8.1, u and 8.3 herein shall continue in
          full force and effect from and after the date hereof so long as the
          Borrower may borrow hereunder and until termination of the Commitments
          and payment in full of the Loans. All covenants and agreements of the
          Borrower contained herein relating to the payment of principal,
          interest, premiums, additional .compensation

                                      -67-
<PAGE>
          or expenses and indemnification, including those set forth in Section
          5 and Sections 10.5, 10.7 and 11.3, shall survive payment in full of
          the Loans and termination of the Commitments.

     11.10 Successors and Assigns.

          11.lO.l This Agreement shall be binding upon and shall inure to the
               benefit of the Banks, the Agent, the Loan Parties and their
               respective successors and assigns, except that none of the Loan
               Parties may assign or transfer any of its rights and Obligations
               hereunder or any interest herein. Each Bank may, at its own cost,
               make assignments of or sell participations in all or any part of
               its Revolving Credit Commitments and the Loans made by it to one
               or more banks or other entities, subject to the consent of the
               Borrower and the Agent with respect to any assignee, such consent
               not to be unreasonably withheld, provided that (1)no consent of
               the Borrower shall be required (A)if an Event of Default exists
               and is continuing, or (B)in the case of an assignment by a Bank
               to an Affiliate of such Bank, (2)any assignment by a Bank to a
               Person other than an Affiliate of such Bank may not be made in
               amounts less than the lesser of $2,000,000 or the amount of the
               assigning Bank's Commitment, and (3)a Bank may assign an interest
               or sell a participation in less than 100%of its Commitments,
               Loans, provided that such Bank sells an equal percentage interest
               or participation in each of its Revolving Credit Commitment, Term
               Loan commitment, Revolving Credit Loans and Term Loans. In the
               case of an assignment, upon receipt by the Agent of the
               Assignment and Assumption Agreement, the assignee shall have, to
               the extent of such assignment (unless otherwise provided
               therein), the same rights, benefits and obligations as it would
               have if it had been a signatory Bank hereunder, the Commitments
               shall be adjusted accordingly, and upon surrender of any
               Revolving Credit Note or Term Note subject to such assignment,
               the Borrower shall execute and deliver a new Revolving Credit
               Note or Term Note to the assignee, if such assignee request such
               a Note in an amount equal to the amount of the Revolving Credit
               Commitment or Term Loan assumed by it and a new Revolving Credit
               Note or Term Note to the assigning Bank, if the assigning Bank
               requests such a Note, in an amount equal to the Revolving Credit
               Commitment or Term Loan retained by it hereunder. Any Bank which
               assigns any or all of its Commitment or Loans to a Person other
               than an Affiliate of such Bank shall pay to the Agent a service
               fee in the amount of $2,000.00 for each assignment. In the case
               of a participation, the participant shall only have the rights
               specified in Section 9.2.3 (the participant's rights against such
               Bank in respect of such participation to be those set forth in
               the agreement executed by such Bank in favor of the participant
               relating thereto and not to include any voting rights except with
               respect to changes of the type referenced in Sections 11.1.1,
               11.1.2, or 11.1.3, all of such Bank's obligations under this
               Agreement or any other Loan Document shall remain unchanged, and
               all amounts payable by any Loan Party hereunder

                                      -68-
<PAGE>
               or thereunder shall be determined as if such Bank had not sold
               such participation.

          ll.lO.2 Any assignee or participant which is not incorporated under
               the Laws of the United States of America or a state thereof shall
               deliver to the Borrower and the Agent the form of certificate
               described in Section 11.17 relating to federal income tax
               withholding. Each Bank may furnish any publicly available
               information concerning any Loan Party or its Subsidiaries and any
               other information concerning any Loan Party or its Subsidiaries
               in the possession of such Bank from time to time to assignees and
               participants (including prospective assignees or participants),
               provided that such assignees and participants agree to be bound
               by the provisions of Section 11.12.

          11.10.3 Notwithstanding any other provision in this Agreement, any
               Bank may at any time pledge or grant a security interest in all
               or any portion of its rights under this Agreement, its Note if
               any and the other Loan Documents to any Federal Reserve Bank in
               accordance with Regulation A of the FRB or U. S. Treasury
               Regulation 3 1 CFR Section 203.14 without notice to or consent of
               the Borrower or the Agent. No such pledge or gram of a security
               interest shall release the transferor Bank of its obligations
               hereunder or under any other Loan Document.

     11.11 Confidentiality.

          ll.ll.l General. The Agent and the Banks each agree to keep
               confidential all information obtained from any Loan Party or its
               Subsidiaries which is nonpublic and confidential or proprietary
               in nature (including any information the Borrower specifically
               designates as confidential), except as provided below, and to use
               such information only in connection with their respective
               capacities under this Agreement and for the purposes contemplated
               hereby. The Agent and the Banks shall be permitted to disclose
               such information (i)to outside legal counsel, accountants and
               other professional advisors who need to know such information in
               connection with the administration and enforcement of this
               Agreement, subject to agreement of such Persons to maintain the
               confidentiality, (ii)to assignees and participants as
               contemplated by Section 11 .l 1, (iii)to the extent requested by
               any bank regulatory authority or, with notice to the Borrower, as
               otherwise required by applicable Law or by any subpoena or
               similar legal process, or in connection with any investigation or
               proceeding arising out of the transactions contemplated by this
               Agreement, (iv)if it becomes publicly available other than as a
               result of a breach of this Agreement or becomes available from a
               source not known to be subject to confidentiality restrictions,
               or (v)if the Borrower shall have consented to such disclosure.

                                      -69-
<PAGE>
          11.11.2 Sharinp Information With Affiliates of the Banks. Each Loan
               Party acknowledges that from time to time financial advisory,
               investment banking and other services may be offered or provided
               to the Borrower or one or more of its Affiliates (in connection
               with this Agreement or otherwise)by any Bank or by one or more
               Subsidiaries or Affiliates of such Bank and each of the Loan
               Parties hereby authorizes each Bank to share any information
               delivered to such Bank by such Loan Party and its Subsidiaries
               pursuant to this Agreement, or in connection with the decision of
               such Bank to enter into this Agreement, to any such Subsidiary or
               Affiliate of such Bank, it being understood that any such
               Subsidiary or affiliate of any Bank receiving such information
               shall be bound by the provisions of Section 11.12.1 Such'as if it
               were a Bank hereunder. Authorization shall survive the repayment
               of the Loans and other Obligations and the termmation of the
               Commitments.

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

     11.13 APent's or Bank's Consent. Whenever the Agent's or any Bank's consent
          is required to be obtained under this Agreement or any of the other
          Loan Documents as a condition to any action, inaction, condition or
          event, the Agent and each Bank shall be authorized to give or withhold
          such consent in its sole and absolute discretion and to condition its
          consent upon the giving of additional collateral, the payment of money
          or any other matter.

     11.14 Exceptions. The representations, warranties and covenants contained
          herein shall be independent of each other, and no exception to any
          representation, warramy or covenant shall be deemed to be an exception
          to any other representation, warranty or covenant contained herein
          unless expressly provided, nor shall any such exceptions be deemed to
          pemrit any action or omission that would be in contravention of
          applicable Law.

     11.15 CONSENT TO FORUM; WAIVER OF JURY TRIAL. EACH LOAN PARTY HEREBY
          IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE COURT OF
          COMMON PLEAS OF HAMILTON COUNTY AND THE UNITED STATES DISTRICT COURT
          FOR THE SOUTHERN DISTRICT OF OHIO, AND WAIVES PERSONAL SERVICE OF ANY
          AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS
          BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY AT
          THE ADDRESSES PROVIDED FOR IN SECTION 11.6 AND SERVICE SO MADE SHALL
          BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN PARTY
          WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
          INSTITUTED ,4GAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY
          DEFENSE BASED ON LACK OF

                                      -70-
<PAGE>
          JURISDICTION OR VENUE. EACH LOAN PARTY, THE AGENT AND THE BANKS HEREBY
          WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF
          ANY KIND ARISING OUT OF OR RELATED TO THIS  AGREEMENT,  ANY OTHER LOAN
          DOCUMENT OR THE COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.

     11.16Tax Withholdinp Clause. Each Bank or assignee or participant of a Bank
          that is not  incorporated  under  the  Laws of the  United  States  of
          America or a state thereof  agrees that it will deliver to each of the
          Borrower and the Agent two (2)duly  completed copies of the following:
          (i)Internal Revenue Service Form W-9,4224 or 1001, or other applicable
          form prescribed by the Internal Revenue Service,  certifying that such
          Bank,  assignee or participant  is entitled to receive  payments under
          this  Agreement  and the other Loan  Documents  without  deduction  or
          withholding of any United States  federal income taxes,  or is subject
          to  such  tax at a  reduced  rate  under  an  applicable  tax  treaty,
          or.(ii)Internal Revenue Service Form W-8 or other applicable form or a
          certificate of such Bank,  assignee or participant  indicating that no
          such  exemption  or reduced  rate is  allowable  with  respect to such
          payments.  Each Bank,  assignee or participani  required to deliver to
          the  Borrower  and the  Agent a form or  certificate  pursuant  to the
          preceding  sentence shall deliver such form or certificate as follows:
          (A)each Bank which is a party hereto on the Closing Date shall deliver
          such form or certificate at least five  (5)Business  Days prior to the
          first date on which any  interest or fees are payable by the  Borrower
          hereunder  for  the  account  of  such  Bank;   (B)each   assignee  or
          participant  shall deliver such form or  certificate at least five (5)
          Business  Days  before  the  effective  date  of  such  assignment  or
          -pa&cipation  (unless the Agent in its sole  discretion  shall  permit
          such assignee or participant to deliver such form or certificate  less
          than five  (5)Business Days before such date in which case it shall be
          due on the date  specified  by the  Agent).  Each  Bank,  assignee  or
          participant  which so  delivers a Form W-8,  W-9,4224  or 1001  fkther
          undertakes  to  deliver  to each of the  Borrower  and the  Agent  two
          (2)additional  copies of such form (or a  successor  form)on or before
          the date that such  form  expires  or  becomes  obsolete  or after the
          occurrence of any event  requiring a change in the most recent form so
          delivered by it, and such amendments thereto or extensions or renewals
          thereof as may be  reasonably  requested  by the BOKOW~~ or the Agent,
          either certifying that such Bank,  assignee or participant is entitled
          to receive  payments under this Agreement and the other Loan Documents
          without  deduction or  withholding of any United States federal income
          taxes or is subject to such tax at a reduced rate under an  applicable
          tax  treaty or  stating  that no such  exemption  or  reduced  rate is
          allowable.  The Agent  shall be entitled  to  withhold  United  States
          federal  income  taxes at the full  withholding  rate unless the Bank,
          assignee or participant establishes an exemption or that it is subject
          to a reduced rate as established pursuant to the above provisions.

     11.17Joinder  of  Guarantors.  Any  Subsidiary  of the  Borrower  which  is
          required to join this  Agreement  as a  Guarantor  pursuant to Section
          8.2.8 shall execute and deliver to the Agent (i)a Guarantor Joinder in
          substantially the form attached hereto as Exhibit 1.1(G)(l)pursuant to
          which it shall join as a Guarantor each of

                                      -7l-
<PAGE>
          the documents to which the Guarantors are parties;  and  (ii)documents
          in the forms  described  in Section  7.1  modified as  appropriate  to
          relate  to such  Subsidiary.  The  Loan  Parties  shall  deliver  such
          Guarantor  Joinder  and  related  documents  to the Agent  within five
          (5)Business  Days  after the date of the  filing of such  Subsidiary's
          articles of incorporation if the Subsidiary is a corporation, the date
          of the filing of its  certificate  of limited  partnership  if it is a
          limited partnership or the date of its organization if it is an entity
          other than a limited partnership or corporation.



                   (remainder ofpage left intentionally blank)




                                      -72-
<PAGE>
     IN WITNESS WHEREOF,  the parties hereto,  by their officers  thereunto duly
authorized,  have  executed  this  Agreement  as of the day and year first above
written.

                                     BORROWER:

                                     WHITEFORD FOODS VENTURE, L. P.

                                     By: G/W Foods, Inc., a Texas corporation,

                                         By: /s/Albert D. Greenaway
                                         --------------------------
                                             Albert D. Greenaway
                                             President

                                     GUARANTOR:

                                     WHITEFORD PARTNERS, L. P.


                                     By:_________________________________
                                     Name:_______________________________
                                     Title:______________________________

                                     BANKS:

                                     PNC BANK, NATIONAL ASSOCIATION,
                                         individually and as Agent

                                     By: /s/William Miles
                                     --------------------
                                         William Miles
                                         Title: Vice President


                                    FIFTH THIRD BANK, WESTERN OHIO

                                     By: /s/Patty Hable
                                     --------------------
                                         Patty Hable
                                         Title: Vice President


<PAGE>
       limited partnership or the date of its organization if it is an entity
       other than a limited partnership or corporation.



     WITNESS  WHEREOF,  the partics  thereto,  by their officers  thereunto duly
authorized,  have  executed  this  Agreement  as of the day and year first above
written.


                                 BORROWER:

                                 WHITEFORD FOODS VENTURE, L. P.

                                 By:_________________________________
                                 Title:______________________________


                                 GUARANTOR:

                                 WHITEFORD PARTNERS, L. P.


                                 By: Gannon _______, President Kevin T. Gannon
                                     General Partner of Whiteford Partners LP
                                 Title:______________________________


                                 PNC BANK, NATIONAL ASSOCIATION,
                                     individually and as Agent

                                 By:_________________________________
                                 Title:______________________________


                                 FIFTH THIRD BANK OF
                                 WESTERN OHIO, N.A.

                                 By:_________________________________
                                 Title:______________________________



                                      -74-