Exhibit 10

                                EIGHTH AMENDMENT

                  EIGHTH AMENDMENT AND WAIVER, dated as of November 8, 2000 (the
"Eighth  Amendment"),  among  the  financial  institutions  named in the  Credit
Agreement (as defined below) (such financial  institutions,  together with their
respective successors and assigns, are referred to hereinafter each individually
as a "Lender"  and  collectively  as the  "Lenders"),  Bank of America,  N.A. as
administrative  agent for the Lenders (in its capacity as administrative  agent,
together with any successor in such capacity, the "Administrative  Agent"), Ames
Merchandising  Corporation ("AMC" and "Borrower"),  and the other Credit Parties
named in and  signatory  to the Second  Amended and Restated  Credit  Agreement,
dated as of December 31, 1998,  and amended as of April 16, 1999,  as of June 1,
1999, as of October 15, 1999, as of January 18, 2000, as of January 27, 2000, as
of May 8, 2000,  and as of July 25, 2000 (as previously  amended,  the "Original
Agreement",  and as further amended,  restated,  modified and supplemented  from
time to time,  the "Credit  Agreement")  among the Lenders,  the  Administrative
Agent, the Borrower,  and the other Credit Parties named therein and signatories
thereto.  Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Original Agreement.

     WHEREAS,  the Credit Parties wish to waive and amend certain  provisions of
the Original Agreement;

                  NOW, THEREFORE,  for valuable  consideration,  the receipt and
sufficiency of which is hereby  acknowledged,  and subject to the fulfillment of
the conditions set forth below, the parties hereto agree hereby as follows:

                        AGREEMENTS OF THE PARTIES HERETO
Waiver.  (1)  Subject to the  satisfaction  of all the  conditions  set forth in
Section 3 below,  the Lenders  hereby  waive  compliance  by the  Borrower  with
Section 9.26 Fixed Charge Coverage Ratio of the Original  Agreement  through the
date  hereof and any Event of Default  under  clause (c) of Section  11.1 of the
Original Agreement resulting solely from such failure to comply.
Except as  expressly  waived  hereby,  all of the  representations,  warranties,
terms,  covenants and conditions of the Original  Agreement shall remain in full
force and effect in accordance with their respective terms. The waiver set forth
herein shall be limited precisely as provided for herein and shall not be deemed
to be waivers of,  amendments of,  consents to or  modifications  of any term or
provision of the Credit  Agreement or any other document or instrument  referred
to therein or of any  transaction or further or future action on the part of the
Borrower requiring the consent of the Lenders except to the extent  specifically
provided for herein.  Except as expressly set forth herein, the Lenders have not
and shall not be deemed to have waived any of their rights and remedies  against
the Borrower for any existing or future Events of Default.
                      AMENDMENTS TO THE ORIGINAL AGREEMENT
Section                    1.1 is hereby  amended  by adding the  following  new
                           definitions in the proper alphabetical order therein:
                           "Eighth   Amendment"   means  that   certain   Eighth
                           Amendment dated as of November 8, 2000 among
                  the Borrower,  the Majority Lenders,  the Administrative Agent
and the other Credit Parties.  The definition of "Applicable  Margin" in Section
1.1 is hereby  amended by replacing it in its entirety  with the  following  new
definition:
                           "Applicable  Margin" means, with respect to any Loan,
                  the  amount set forth  below  which  corresponds  to the Fixed
                  Charge   Coverage   Ratio  set  forth  below  for  the  twelve
                  consecutive  fiscal  months of the Parent  ended with the most
                  recent fiscal month of the Parent for which the Administrative
                  Agent  receives  the  financial  statements  and Fixed  Charge
                  Coverage  Ratio  Certificate  required  below,  determined and
                  adjusted as provided  herein.  On the "Effective  Date" of the
                  Eighth Amendment (as defined therein) and thereafter until the
                  first day of the first full calendar  month after the delivery
                  to the Administrative Agent of the financial statements of the
                  Parent  and its  Subsidiaries  required  pursuant  to  Section
                  7.2(b) as at the end of and for the fiscal month of the Parent
                  ended October 28, 2000,  together with the corresponding Fixed
                  Charge Coverage Ratio  Certificate for the twelve  consecutive
                  fiscal months ended on such date,  the  Applicable  Margin for
                  LIBOR Rate Loans shall be 2.25% and the Applicable  Margin for
                  Base Rate Loans shall be 0.625% and each shall  thereafter  be
                  adjusted  after each delivery to the  Administrative  Agent of
                  the  monthly  financial  statements  of  the  Parent  and  its
                  Subsidiaries  required  pursuant  to  Section  7.2(b) for each
                  fiscal month of the Parent,  together  with the  corresponding
                  Fixed Charge Coverage Ratio  Certificate for the twelve fiscal
                  months  ending  on the last day of such  fiscal  month,  which
                  Fixed Charge Coverage Ratio Certificate  demonstrates that the
                  Fixed  Charge  Coverage  Ratio  indicated  below  for any such
                  adjustment  has been  achieved,  each  such  adjustment  to be
                  effective  on the first day of the first full  calendar  month
                  after the latest date on which each such  delivery is required
                  hereunder.

                                   Page - 27
<PAGE>
<TABLE>

                      Fixed Charge                                                           Applicable Margin
                        Coverage                             Applicable Margin for                  for
                         Ratio                                 LIBOR Rate Loans               Base Rate Loans
                         -----                                 ----------------               ---------------
   <S>                                                               <C>                          <C>
   Equal to or greater than 1.50 to 1.00                             1.50%                        Zero (0)

   Equal to or greater than 1.20 to 1.00 but less                    1.75%                          .125%
   than 1.50 to 1.00

   Equal to or greater than 1.00 to 1.00 but less                    2.00%                          .375%
   than 1.20 to 1.00

   Less than 1.00 to 1.00                                            2.25%                          .625%
</TABLE>

                  Notwithstanding  anything in this  definition to the contrary,
(i) in the event that the  Administrative  Agent  shall fail to receive any such
financial statements and the related Fixed Charge Coverage Ratio Certificate for
any fiscal month of the Parent within thirty (30) days following the end of such
fiscal month (within forty-five (45) days following the end of such fiscal month
if such fiscal month is the last fiscal month of any fiscal  quarter),  then the
Applicable  Margin shall,  at the end of such thirtieth or  forty-fifth  day, as
appropriate,  immediately  and without  notice or further  action be the highest
Applicable  Margin provided herein (such Applicable Margin to be in effect until
the first day of the first full calendar  month after the  Administrative  Agent
receives the financial  statements of the Parent and its  Subsidiaries  required
under  Section  7.2(b) for the most recent  fiscal month of the Parent,  and the
related Fixed Charge  Coverage Ratio  Certificate);  and (ii) in the event that,
with respect to any twelve  consecutive  fiscal months of the Parent which shall
be a Fiscal  Year,  the  audited  financial  statements  of the  Parent  and its
Subsidiaries  required  under Section 7.2(a) for such Fiscal Year shall indicate
the Fixed Charge  Coverage Ratio for such twelve  consecutive  fiscal months (as
determined  by the  Administrative  Agent) was less than that  reflected  in the
Fixed Charge Coverage Ratio Certificate  delivered to the  Administrative  Agent
for such twelve  consecutive  fiscal  months,  the  Applicable  Margin  shall be
adjusted retroactively (to the effective date of the Applicable Margin which was
determined  based  upon  the  delivery  of  such  Fixed  Charge  Coverage  Ratio
Certificate and the related monthly  financial  statements of the Parent and its
Subsidiaries  delivered pursuant to Section 7.2(b) for the twelfth month of such
twelve consecutive fiscal months) to reflect an Applicable Margin based upon the
Fixed Charge Coverage Ratio determined from the audited financial statements and
the Borrower  shall make payments to the  Administrative  Agent on behalf of the
Lenders to reflect such adjustment.

The  definition  of "EBITDA"  in Section 1.1 is hereby  amended by adding at the
very end of (ii)(E) therein the following:
                  and,  for the Fiscal Year ending  February 3, 2001,  an amount
                  not  to  exceed   $140,000,000  in  respect  of  non-recurring
                  restructuring  charges and incremental  inventory markdowns in
                  connection  with the closing of up to  thirty-three  stores as
                  previously disclosed to the Administrative Agent;
Paragraph (b) of Section 7.2 is hereby amended by deleting therein the words "or
forty-five  (45) days in the case of a fiscal  month that is the last month of a
fiscal quarter" from the first sentence thereof. Paragraph (c) of Section 7.2 is
hereby amended by deleting  therein the words starting with "either (x)" through
and  including  "or (y)" and  deleting the word "month" as the last word of such
paragraph  and  replacing it with the words  "relevant  period."  Clause (ii) of
Section 9.9 is hereby  amended by (1) deleting the word "and" before  clause (h)
and (2)  adding  the  following  immediately  prior to the  period at the end of
Section 9.9:
                  ; and,  (i) the  closure of up to  thirty-three  stores in the
                  last fiscal quarter of the Fiscal Year ending February 3, 2001
                  and,  so  long  as  the  proceeds  thereof  are  paid  to  the
                  Administrative  Agent to be applied in accordance with Section
                  4.6, the sales of the leaseholds of those thirty-three stores.
Section           9.26 is hereby  amended by replacing  it in its entirety  with
                  the following new Section 9.26:  Fixed Charge  Coverage Ratio.
                  (a) Quarterly  Test. (i) At the end of each fiscal quarter set
                  forth below, the Parent shall maintain a Fixed Charge Coverage
                  Ratio of not less than the  respective  amount set forth below
                  for the four  consecutive  fiscal quarter period ending on the
                  last day of the applicable fiscal quarter:
<TABLE>
                           <S>                                                       <C>
                           Fiscal Quarter End                         Fixed Charge Coverage Ratio
                           ------------------                         ---------------------------
                           February 3, 2001                                          .40:1.00
                           May 5, 2001                                               .50:1.00
                           August 4, 2001                                            .70:1.00
                           November 3, 2001                                         1.00:1.00
                           and each fiscal quarter thereafter                       1.00:1.00
</TABLE>

                                   Page - 28
<PAGE>

                           (ii) The above  covenant  shall be tested as follows:
                  The Credit Parties shall deliver to the  Administrative  Agent
                  not later  than (x) 30 days  following  the end of each of the
                  first  three  fiscal  quarters  of each fiscal year and (y) 40
                  days  following the fiscal year end a calculation of the Fixed
                  Charge Coverage Ratio in such detail as shall be acceptable to
                  the   Administrative   Agent   together   with  an   officer's
                  certificate of the chief financial officer or the treasurer of
                  the Parent  stating  whether the Parent is in compliance  with
                  the Fixed Charge Coverage Ratio for the applicable four fiscal
                  quarter period, provided that in the event the calculation and
                  the  certificate   set  forth  in  this  Section   9.26(a)(ii)
                  demonstrates  compliance with the Fixed Charge Coverage Ratio,
                  but the  financial  statements  delivered  pursuant to Section
                  7.2(c)  demonstrate that the Parent was not in compliance with
                  the Fixed Charge  Coverage  Ratio for the relevant four fiscal
                  quarter period, then the Credit Parties shall be in default of
                  this Section 9.26.
(b)                    Monthly Test. At any time Individual Availability is less
                       than  $65,000,000,  the  Parent  shall  maintain  a Fixed
                       Charge  Coverage  Ratio of not less  than the  respective
                       amount set forth  below for the  appropriate  time period
                       for the most recently ended twelve month period for which
                       financial statements were required to be submitted to the
                       Administrative Agent pursuant to Section 7.2 hereunder:
<TABLE>
                           <S>                                                       <C>
                           Time Period                                Fixed Charge Coverage Ratio
                           -----------                                ---------------------------
                           11/08/00 - 03/03/01                                       .40:1.00
                           03/04/01 - 06/02/01                                       .50:1.00
                           06/03/01 - 09/01/01                                       .70:1.00
                           09/02/01 - 02/02/02                                      1.00:1.00
                           and thereafter                                           1.00:1.00
</TABLE>


                     CONDITIONS PRECEDENT TO EFFECTIVE DATE
                  This Eighth Amendment shall be deemed effective as of the date
hereof on such date (the  "Effective  Date") that the following  conditions have
been satisfied in full or waived by the Administrative Agent in writing:

                  This Eighth  Amendment  shall have been executed by the Credit
Parties,  the  Administrative  Agent and the  Majority  Lenders,  and the Credit
Parties  shall have  performed and shall be in  compliance  with all  covenants,
agreements and conditions contained herein, in the Original Agreement and in the
other Loan Documents each as amended hereby.

The Administrative Agent shall have received:
Such  opinions  of counsel  for the Parent and the other  Credit  Parties as the
Administrative  Agent or any Lender shall request,  each such opinion to be in a
form,  scope,  and  substance  satisfactory  to the  Administrative  Agent,  the
Lenders, and their respective counsel;
 (x) a certificate of the Secretary or Assistant  Secretary of each Credit Party
certifying  that (A) the copy of its By-laws  attached to the certificate of its
Secretary or Assistant  Secretary  delivered on the Closing Date, or in the case
of AmesPlace.com as delivered in connection with the Sixth Amendment,  is a true
and  complete  copy of its  By-laws as in effect on the date of the  certificate
delivered  pursuant to this  subsection  and such  By-laws have not been amended
since the Closing Date, (B) all required  corporate  actions in connection  with
the execution, delivery and performance of this Eighth Amendment have been taken
and, if resolutions have been adopted by its Board of Directors or shareholders,
that attached  thereto is a true and complete copy of such  resolutions and that
such  resolutions  have not been modified,  rescinded or amended and are in full
force and effect,  (C) its certificate or articles of incorporation has not been
amended since the date of the last amendment thereto shown on the certificate of
good  standing  from the  Secretary  of State of the state of its  incorporation
delivered on the Closing Date and in the case of AmesPlace.com,  the date of the
good standing  certificate  delivered in connection with the Sixth Amendment and
(D) the officers  executing this Eighth Amendment or any other document to which
it is a party  delivered in  connection  herewith or therewith are the incumbent
officers and their signatures are as set forth thereto; and (y) a certificate of
another  officer  thereof  attesting  to the  incumbency  and  signature  of its
Secretary  or  Assistant  Secretary,  as the case may be; Such other  approvals,
opinions or documents as the Administrative  Agent may reasonably  request;  and
Such  amendments  and   modifications   to  the  other  Loan  Documents  as  the
Administrative  Agent  may  reasonably  request.  To the  extent  invoiced,  the
Borrower shall have paid all fees and expenses of the  Administrative  Agent and
the Attorney  Costs  incurred in connection  with this Eighth  Amendment and the
transactions  contemplated  hereby. All proceedings taken in connection with the
execution of this Eighth  Amendment and all documents and papers relating hereto
and  thereto  shall  be  satisfactory  in  form,  scope,  and  substance  to the
Administrative  Agent.  All  representations  and  warranties  contained in this
Eighth Amendment or otherwise made in writing to the Administrative Agent or the
Lenders  in  connection  herewith  shall be true  and  correct  in all  material
respects.  After the effectiveness of this Eighth  Amendment,  no unwaived event
has  occurred  and is  continuing  which  constitutes  a Default  or an Event of
Default under the Credit Agreement.

                                   Page - 29
<PAGE>

The  execution  and  delivery  to the  Administrative  Agent by the  Credit
Parties  of a  counterpart  of this  Eighth  Amendment  shall be  deemed to be a
representation  and  warranty  made by each Credit  Party to the effect that the
conditions  precedent to the Effective  Date set forth in 3.5 and 3.6 above have
been satisfied, with the same effect as delivery to the Administrative Agent and
the  Lenders of a  certificate  signed by a  Responsible  Officer of each Credit
Party, dated the Effective Date, to such effect.

                                  MISCELLANEOUS
Each Credit  Party  affirms,  reaffirms  and restates  the  representations  and
warranties set forth in Articles 6 and 8 of the Original  Agreement,  as amended
by this Eighth Amendment,  and all such  representations and warranties shall be
true and correct on the date hereof with the same force and effect as if made on
such date. Each Credit Party represents and warrants (which  representations and
warranties shall survive the execution and delivery hereof) to the Agent that:
_ It has the corporate power and authority to execute, deliver and carry out the
terms and provisions of this Eighth Amendment and the transactions  contemplated
hereby  and has taken or caused to be taken all  necessary  corporate  action to
authorize the execution,  delivery and performance of this Eighth  Amendment and
the  transactions  contemplated  hereby;  _  No  consent  of  any  other  person
(including, without limitation,  shareholders or creditors of any Credit Party),
and no action of, or filing with any governmental or public body or authority is
required  to  authorize,  or  is  otherwise  required  in  connection  with  the
execution,  delivery  and  performance  of this Eighth  Amendment  and the other
instruments and documents  contemplated  hereby; _ This Eighth Amendment and the
other instruments and documents  contemplated hereby have been duly executed and
delivered by a duly authorized  officer on behalf of such party, and constitutes
a legal,  valid and binding  obligation of such party  enforceable  against such
party in  accordance  with its  terms,  subject to  bankruptcy,  reorganization,
insolvency,  moratorium  and other  similar laws  affecting the  enforcement  of
creditors'  rights  generally  and  the  exercise  of  judicial   discretion  in
accordance with general principles of equity; and _ The execution,  delivery and
performance  of this Eighth  Amendment and the other  instruments  and documents
contemplated  hereby  will not violate any law,  statute or  regulation,  or any
order or decree of any court or governmental instrumentality,  or conflict with,
or result  in the  breach  of, or  constitute  a default  under any  contractual
obligation  of such party.  Other than as expressly  set forth  herein,  nothing
herein shall be deemed to be a waiver of any covenant or agreement  contained in
the Original  Agreement,  and each Credit  Party  hereby  agrees that all of the
covenants and agreements  contained in the Original Agreement and the other Loan
Documents are hereby  ratified and confirmed in all respects and shall remain in
full force and effect in accordance  with their  respective  terms.  Each Credit
Party affirms its prior grant under the Original Agreement of a continuing first
priority security interest in, lien on, and right of set-off against, all of the
Collateral  of such Credit  Party,  whether  now owned or existing or  hereafter
acquired or arising,  regardless of where located,  and each of them shall enter
into any confirmatory  documentation  requested by the Administrative Agent. All
references  to the Credit  Agreement  in the Credit  Agreement or any other Loan
Document and the other  documents and  instruments  delivered  pursuant to or in
connection therewith shall mean such agreement as amended hereby and as each may
in the future be amended, restated,  supplemented or modified from time to time.

                                   Page - 30
<PAGE>

This Eighth  Amendment may be executed by the parties hereto  individually or in
combination, in one or more counterparts, each of which shall be an original and
all of  which  shall  constitute  one and the  same  agreement.  Delivery  of an
executed  counterpart  of a signature  page by telecopier  shall be effective as
delivery of a manually  executed  counterpart.  This Eighth  Amendment  shall be
governed by, and construed and  interpreted in accordance  with, the laws of the
State of New York. The parties  hereto shall,  at any time and from time to time
following the execution of this Eighth  Amendment,  execute and deliver all such
further  instruments  and take  all such  further  action  as may be  reasonably
necessary or  appropriate  in order to carry out the  provisions  of this Eighth
Amendment.
                  IN WITNESS WHEREOF,  the Borrower,  the Majority Lenders,  the
Administrative  Agent and the other  Credit  Parties  have  caused  this  Eighth
Amendment to be duly executed by their respective  authorized officers as of the
day and year first above written.

               BANK OF AMERICA, N.A., as the Administrative Agent


                 By:
                    -----------------------------------------
                             Name: William J. Wilson
                              Title: Vice President

                           Address: 335 Madison Avenue
                            New York, New York 10017
                             Attn: Division Manager
                          Telecopy No.: (212) 836-5169


                    BORROWER: AMES MERCHANDISING CORPORATION

                 By:
                    -----------------------------------------
                              Name: Sheila Reinken
                                Title: Treasurer

                            Address: 2418 Main Street
                          Rocky Hill, Connecticut 06067
                             Attn: Rolando de Aguiar
                          Telecopy No.: (860) 563-8560


                  AMES DEPARTMENT STORES, INC., as a Guarantor


                 By:
                    -----------------------------------------
                              Name: Sheila Reinken
                                Title: Treasurer

                            Address: 2418 Main Street
                          Rocky Hill, Connecticut 06067
                             Attn: Rolando de Aguiar
                          Telecopy No.: (860) 563-8560


                                   Page - 31
<PAGE>

                       AMESPLACE.COM, INC., as a Guarantor


                 By:
                    -----------------------------------------
                              Name: Sheila Reinken
                           Title: Assistant Treasurer

                            Address: 2418 Main Street
                          Rocky Hill, Connecticut 06067
                             Attn: Rolando de Aguiar
                          Telecopy No.: (860) 563-8560


                      AMES REALTY II, INC., as a Guarantor


                 By:
                    -----------------------------------------
                              Name: Sheila Reinken
                                Title: Treasurer

                            Address: 2418 Main Street
                          Rocky Hill, Connecticut 06067
                             Attn: Rolando de Aguiar
                          Telecopy No.: (860) 563-8560


                       AMES TRANSPORTATION SYSTEMS, INC.,
                                 as a Guarantor


                 By:
                    -----------------------------------------
                              Name: Sheila Reinken
                                Title: Treasurer

                            Address: 2418 Main Street
                          Rocky Hill, Connecticut 06067
                             Attn: Rolando de Aguiar
                          Telecopy No.: (860) 563-8560


                             BANK OF AMERICA, N.A.,
                                   as a Lender


                 By:
                    -----------------------------------------
                             Name: William J. Wilson
                              Title: Vice President

                           Address: 335 Madison Avenue
                            New York, New York 10017
                             Attn: Division Manager
                          Telecopy No.: (212) 836-5169


                         CONGRESS FINANCIAL CORPORATION,
                                   as a Lender


                 By:
                    -----------------------------------------
                             Name: Cindy B. Dennbaum
                              Title: Vice President

                      Address: 1133 Avenue of the Americas
                            New York, New York 10036
                            Attn: Ms. Cindy Dennbaum
                          Telecopy No.: (212) 545-4283

                                   Page - 32
<PAGE>


                GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender


                 By:
                    -----------------------------------------
                              Name: Charles Chiodo
                           Title: Authorized Signatory

                    Address: 800 Connecticut Avenue, 2 North
                           Norwalk, Connecticut 06854
                        Attn: Vice President - Portfolio
                          Telecopy No.: (203) 316-7893


              TRANSAMERICA BUSINESS CREDIT CORPORATION, as a Lender


                 By:
                    -----------------------------------------
                          Name: Christopher J. Norrito
                              Title: Vice President

                  Address: 555 Theodore Fremd Avenue, Suite 301
                               Rye, New York 10580
                              Attn: Mr. Jon Oldham
                          Telecopy No.: (914) 921-0110


                            THE CHASE MANHATTAN BANK,
                                   as a Lender


                 By:
                    -----------------------------------------
                              Name: James M. Dailey
                              Title: Vice President

                         Address: One Chase Square C-S 5
                            Rochester, New York 14626
                              Attn: James M. Dailey
                          Telecopy No.: (716) 258-7440


                           FLEET CAPITAL CORPORATION,
                                   as a Lender


                 By:
                    -----------------------------------------
                              Name: John P. Masotti
                              Title: Vice President

                         Address: 200 Glastonbury Blvd.
                              Glastonbury, CT 06033
                             Attn: Mr. John Masotti
                          Telecopy No.: (860) 657-7759

                                   Page - 33
<PAGE>


                         LASALLE BUSINESS CREDIT, INC.,
                                   as a Lender


                 By:
                    -----------------------------------------
                             Name: Lawrence P. Garni
                           Title: First Vice President

                     Address: 477 Madison Avenue, 12th Floor
                            New York, New York 10022
                              Attn: Mr. Corey Sclar
                          Telecopy No.: (212) 371-2966


                        FLEET NATIONAL BANK, as a Lender


                 By:
                    -----------------------------------------
                              Name: Lori Greenberg
                         Title: Assistant Vice President

                            Address: 777 Main Street
                                     MSN 240
                           Hartford, Connecticut 06115
                              Attn: Lori Greenberg
                          Telecopy No.: (860) 368-6029


                     NATIONAL CITY COMMERCIAL FINANCE, INC.,
                                   as a Lender


                 By:
                    -----------------------------------------
                            Name: Elizabeth M. Lynch
                          Title: Senior Vice President

                    Address: 1965 East 6th Street, Suite 400
                              Cleveland, Ohio 44114
                             Attn: Ms. Carla Kehres
                          Telecopy No.: (216) 575-9486


                         PNC BANK, NATIONAL ASSOCIATION,
                                   as a Lender


                 By:
                    -----------------------------------------
                           Name: O Theodore Kuber, Jr
                              Title: Vice President

                     Address: 1600 Market Street, 31st Floor
                                  F2-F070-31-2
                        Philadelphia, Pennsylvania 19103
                           Attn: Ms. Celeste DiGeorge
                          Telecopy No.: (215) 585-4749

                                   Page - 34
<PAGE>


                        CITIZENS BUSINESS CREDIT COMPANY,
                                   as a Lender


                 By:
                    -----------------------------------------
                              Name: Michael Lavoie
                         Title: Assistant Vice President

                            Address: 40 Court Street
                           Boston, Massachusetts 02108
                            Attn: Mr. Michael Lavoie
                          Telecopy No.: (617) 227-7995


                    FOOTHILL CAPITAL CORPORATION, as a Lender


                 By:
                    -----------------------------------------
                               Name: Todd Nakamoto
                              Title: Vice President

                        Address: 11111 Santa Monica Blvd.
                          Los Angeles, California 90025
                             Attn: Mr. Todd Nakamoto
                          Telecopy No.: (310) 479-8952


                            AMSOUTH BANK, as a Lender


                 By:
                    -----------------------------------------
                              Name: Kevin R. Rogers
                             Title: Attorney in Fact

                       Address: c/o AmSouth Capital Corp.
                           350 Park Avenue, 19th Floor
                            New York, New York 10022
                           Attn: Mr. Joseph B. Huston
                          Telecopy No.: (212) 935-7548


             IBJ WHITEHALL BUSINESS CREDIT CORPORATION, as a Lender


                 By:
                    -----------------------------------------
                                Name: Andrew Sepe
                              Title: Vice President

                            Address: One State Street
                            New York, New York 10004
                              Attn: Mr. Andrew Sepe
                          Telecopy No.: (212) 858-2151

                                   Page - 35
<PAGE>


                           FLEET RETAIL FINANCE INC.,
                                   as a Lender


                 By:
                    -----------------------------------------
                                Name: Betsy Ratto
                            Title: Managing Director

                      Address: 40 Broad Street, 11th Floor
                           Boston, Massachusetts 02109
                              Attn: Ms. Betsy Ratto
                          Telecopy No.: (617) 434-4339


                  CIT GROUP/BUSINESS CREDIT, INC., as a Lender


                 By:
                    -----------------------------------------
                               Name: Evelyn Kusold
                         Title: Assistant Vice President

                      Address: 1211 Avenue of the Americas
                            New York, New York 10036
                             Attn: Ms. Evelyn Kusold
                          Telecopy No.: (212) 536-1295


                   TEXTRON FINANCIAL CORPORATION, as a Lender


                 By:
                    -----------------------------------------
                              Name: George Yourick
                              Title: Vice President

                      Address: 4550 North Point, Suite 400
                            Alpharetta, Georgia 30022
                              Attn: Mr. Todd Runge
                          Telecopy No.: (770) 360-1672


                       HELLER FINANCIAL, INC., as a Lender


                 By:
                    -----------------------------------------
                              Name: Thomas Bukowski
                          Title: Senior Vice President

                    Address: 150 East 42nd Street, 7th Floor
                            New York, New York 10017
                            Attn: Mr. Thomas Bukowski
                          Telecopy No.: (212) 880-2960

                                   Page - 36
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                    FINOVA FINANCIAL CORPORATION, as a Lender


                 By:
                    -----------------------------------------
                               Name: Bruce Mettle
                         Title: Portfolio Administrator

                   Address: 311 South Wacker Drive, Suite 4400
                                Chicago, IL 60606
                             Attn: Mr. Bruce Mettle
                          Telecopy No.: (312) 322-7250


                     GMAC COMMERCIAL CREDIT LLC, as a Lender


                 By:
                    -----------------------------------------
                              Name: Frank Inperato
                          Title: Senior Vice President

                 Address: 1290 Avenue of the Americas, 3rd Floor
                            New York, New York 10004
                          Attn: Mr. Robert E. Nuytkens
Telecopy No.: (212) 408-4317

                                   Page - 37
<PAGE>