Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT,  dated as of February 3, 1999, among: 
(a) ADVANCED COMMUNICATION SYSTEMS, INC., ADVANCED MANAGEMENT,  INC., INTEGRATED
SYSTEMS CONTROL, INC., RF MICROSYSTEMS, INC. and SEMCOR, INC. (together with any
other Person that has become a borrower hereto as provided herein, collectively,
the "Borrowers" and individually, each a "Borrower"); 
(b) the banks and other financial institutions from time to time parties to this
Agreement (the "Lenders"); and
(c) NATIONSBANK, N.A., as agent (in such capacity, the "Agent") for the Lenders 
hereunder.

                                   WITNESSETH:
                  WHEREAS, the Borrowers,  the Lenders and the Agent are parties
to the Credit Agreement dated as of February 17, 1998 (as amended,  supplemented
or otherwise  modified from time to time prior to the date hereof, the "Existing
Credit Agreement");
                  WHEREAS, the Borrowers have requested that the Existing Credit
Agreement  be amended and  restated in its  entirety and the Lenders have agreed
(subject  to the terms of this  Agreement)  to amend and  restate  the  Existing
Credit  Agreement  in its  entirety to read as set forth in this  Agreement,  it
being the  intention  of the  parties  hereto that any loans and  extensions  of
credit  under the  Existing  Credit  Agreement  shall  not be  deemed  repaid or
canceled hereby,  but shall be deemed to be continued as loans and extensions of
credit hereunder;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants contained herein, the parties hereto hereby agree as follows:
SECTION 1.        DEFINITIONS
1.1      Defined Terms. As used in this Agreement, the following terms shall 
have the following meanings:
"Acquired Business":  any Person, or a business unit or other asset group of a 
Person,  that has been  acquired  by ACS Inc.  or its  Subsidiaries  in a manner
permitted hereunder. "Additional Borrower": as defined in subsection 7.12(c).
"ACS Inc." Advanced Communication Systems, Inc., a Delaware corporation of which
each other  Borrower  is  directly  or  indirectly  a wholly  owned  Subsidiary.
"Affiliate": as to any Person, any other Person (other than a Subsidiary) which,
directly or  indirectly,  is in control of, is controlled by, or is under common
control  with,  such  Person.  For purposes of this  definition,  "control" of a
Person means the power, directly or indirectly, either to (a) vote 5% or more of
the  securities  having  ordinary  voting power for the election of directors of
such Person or (b) direct or cause the direction of the  management and policies
of such Person, whether by contract or otherwise.
"Agent":  as defined in the preamble to this Agreement.
"Aggregate Outstanding Extensions of Credit": as to any Lender, at any time, its
Facility  A  Aggregate  Extensions  of Credit  and/or its  Facility B  Aggregate
Extensions of Credit, as the context may require.  
"Agreement":   this  Amended  and  Restated   Credit   Agreement,   as  amended,
supplemented  or  otherwise   modified  from  time  to  time.  "AMI":   Advanced
Management, Inc., a Virginia corporation.
"AMI Stock Purchase Agreement":  the Stock Purchase Agreement between ACS Inc. 
and John Lin, effective as of January 31, 1998
"Applicable Margin":  for each Type of Loan outstanding under each Facility, the
rate per annum set forth below  opposite the quarterly  ratio of Borrowers'
     (a) Debt to (b) EBITDA: for Facility A:
         Debt/EBITDA                     Prime                      Eurodollar
           > 3.50                          0%                         2.20%
      < 3.50 but >2.50                     0%                         2.00%
      -
      < 2.50 but >2.00                     0%                         1.65%
      -
           < 2.00                          0%                         1.25%
           -

             for Facility B and Swing Line Facility:
         Debt/EBITDA                     Prime                      Eurodollar
           > 3.50                          0%                         2.45%
        < 3.50 > 2.50                      0%                         2.25%
        -
        < 2.50 > 2.00                      0%                         1.90%
        -
           < 2.00                          0%                         1.50%
           -

The Applicable Margin shall, in each case, be determined and adjusted  quarterly
on the date  that is the  first  (1st)  Business  Day of the  month  immediately
following  the date by which the  Borrowers'  are required to provide  quarterly
financial  information in accordance  with the  provisions of subsection  7.1(b)
(each,  an "Interest  Determination  Date")  provided that in the event that the
financial  statements required to be delivered pursuant to subsection 7.1(b) and
the related  certificates  required  pursuant to 7.2 (b) are not delivered  when
due, then, during the period from the date upon which such financial  statements
are required to be delivered  until one (1) Business Day following the date upon
which they actually are delivered, the highest rate shall be determined to be in
effect for the purposes of  determining  Applicable  Margins during such period.
Such Applicable Margins shall be effective from such Interest Determination Date
until the next such Interest Determination Date.  Notwithstanding the foregoing,
the  initial  Applicable  Margin  shall  be  determined  as if the  ratio of the
Borrowers'  (a) Debt to (b)  EBITDA is  greater  than  3.50.  "Application":  an
application,  in such form as the relevant Issuing Bank may specify from time to
time, requesting such Issuing Bank
to open a Letter of Credit.
"Assignee":  as defined in subsection 11.8(c).
"Available Facility A Commitment": as to any Lender at any time, an amount equal
to the excess,  if any, of (a) the lesser of (i) Facility A Commitment  and (ii)
the Lender's  Facility A Commitment  Percentage  of the Loan Value minus (b) the
Facility A Aggregate Outstanding Extensions of Credit of such Lender. "Available
Facility B  Commitment":  as to any Lender at any time,  an amount  equal to the
excess, if any, of the Facility B Commitment
minus the Facility B Aggregate Outstanding Extensions of Credit of such Lender.
"Bank Default": means (i) the refusal (which has not been retracted) of a Lender
(other  than a Swing  Line  Lender)  to make  available  an amount  equal to its
Lender's  Commitment  Percentage  of any  borrowing or its  Lender's  Commitment
Percentage  of any L/C  Participation  or (ii) a Lender (other than a Swing Line
Lender)  having  notified the Agent and/or the Borrowers that such Lender (other
than a Swing Line Lender) does not intend to comply with the  obligations  under
subsections  2.1(a) or 2.1(b), in the case of either (i) or (ii) above including
as a result of the appointment of a receiver or conservator with respect to such
Lender at the  direction  or  request  of any  regulatory  agency or  authority.
"Borrowing Base Certificate": a certificate in form and substance similar to the
form of Exhibit E hereto, duly completed and certified by a Responsible Officer
of ACS Inc.
"Business":  as defined in subsection 5.16(a).
"Business  Day":  a day  other  than a  Saturday,  Sunday  or other day on which
commercial banks in Charlotte,  North Carolina are authorized or required by law
to close;  provided that, with respect to matters relating to Eurodollar  Loans,
the term "Business Day" shall mean a day other than a Saturday,  Sunday or other
day on which commercial  banks in London,  England are authorized or required by
law to close. "Capital Stock": any and all shares, interests,  participations or
other equivalents (however designated) of capital stock of a
corporation,  any and all equivalent ownership interests in a Person (other than
a  corporation)  and any and all  warrants  or  options to  purchase  any of the
foregoing. "Cash Equivalents": (a) securities with maturities of one (1) year or
less from the date of acquisition issued or fully guaranteed
or  insured  by  the  United  States  Government  or  any  agency  thereof,  (b)
certificates  of deposit and eurodollar time deposits with maturities of one (1)
year or less from the date of  acquisition  and  overnight  bank deposits of any
Lender  or of any  commercial  bank  having  capital  and  surplus  in excess of
$500,000,000, (c) repurchase obligations of any Lender or of any commercial bank
or investment bank satisfying the requirements of clause (b) of this definition,
having a term of not more  than  thirty  (30) days with  respect  to  securities
issued or fully  guaranteed  or insured by the United  States  Government or any
agency thereof,  (d) commercial paper issued in the United States which is rated
at least A-2 by S&P or P-2 by Moody's, (e) securities with maturities of one (1)
year or less  from the date of  acquisition  issued or fully  guaranteed  by any
state,  commonwealth  or  territory  of the  United  States,  by  any  political
subdivision or taxing authority of any such state,  commonwealth or territory or
by  any  foreign  government,  the  securities  of  which  state,  commonwealth,
territory,  political  subdivision,  taxing authority or foreign  government are
rated at least A by S&P or A by Moody's,  (f) securities  with maturities of one
(1) year or less from the date of  acquisition  backed  by  standby  letters  of
credit issued by any Lender or any commercial bank  satisfying the  requirements
of clause (b) of this definition or (g) shares of money market mutual or similar
funds  which  invest   substantially   exclusively  in  assets   satisfying  the
requirements of clauses (a) through (f) of this definition. "Change in Control":
(a) the failure of ACS Inc. to continue to own, directly or indirectly, free and
clear of all Liens except for Liens in favor of the Agent,  one hundred  percent
(100%) of the Capital Stock of
the Subsidiaries or (b) (i) any Person shall have acquired beneficial  ownership
of twenty percent (20%) or more of any outstanding Capital Stock having ordinary
voting  power in the  election  of  directors  of ACS Inc.  or (ii) the Board of
Directors of ACS Inc.  shall not consist of a majority of Continuing  Directors.
"Closing  Date":  the  date on  which  the  conditions  precedent  set  forth in
subsection 6.1 shall be satisfied but in any event no later
than February 3, 1999.
"Code":  the Internal Revenue Code of 1986, as amended from time to time.
"Collateral":  all assets of the Loan Parties  (including but not limited to the
following  tangible  and  intangible  assets  of  each  Borrower  and any of its
Subsidiaries:  accounts  receivable,  chattel  paper,  inventory,  fixed assets,
equipment,  investments  and  general  intangibles),  now  owned or  hereinafter
acquired, upon which a Lien is purported to be created by any Security Document.
"Commercial Letter of Credit": as defined in subsection 3.1(b)(i)(B).
"Commitment":  as to any  Lender,  its  Facility A  Commitment,  its  Facility B
Commitment  or  its  Swing  Line  Commitment,  as  the  context  shall  require;
collectively  the   "Commitments".   "Commitment   Fee":  with  respect  to  the
Commitments,  for any period, a fee equal to the result of (a) the average daily
amount of the  Commitments  during such period less the average daily balance of
the  Aggregate  Outstanding  Extensions  of Credit for all  Lenders  during such
period, multiplied by (b) the applicable per annum rate set forth below opposite
from the ratio of the  Borrowers'  (a) Debt to (b) EBITDA,  provided that in the
event  that the  financial  statements  required  to be  delivered  pursuant  to
subsection 7.1 and the related certificates  required pursuant to subsection 8.2
are not  delivered  when due,  then,  during the period from the date upon which
such financial  statements  were required to be delivered until (1) Business Day
following the date upon which they actually are delivered, the highest fee shall
be determined to be in effect for the purposes of determining the Commitment Fee
during such period: Debt/EBITDA Commitment Fee
                           >3.50                     0.35%
                    <= 3.50 but > 2.50               0.30%
                    <= 2.50 but > 2.00               0.25%
                          <= 2.00                    0.20%


"Commitment Percentage": as to any Lender at any time, its Facility A Commitment
Percentage  or its  Facility  B  Commitment  Percentage,  as the  context  shall
require.  "Commitment  Period": the Facility A Commitment Period, the Swing Line
Commitment Period or the Facility B Commitment Period, as the
context shall require.
"Commonly Controlled Entity": an entity,  whether or not incorporated,  which is
under common  control  with any  Borrower  within the meaning of Section 4001 of
ERISA or is part of a group which  includes any Borrower and which is treated as
a single employer under Section 414 of the Code. "Consolidated Charges": for any
fiscal period,  the sum of the following,  determined on a consolidated basis in
accordance with GAAP:
(a) the amount of interest  expense,  both  expensed and  capitalized,  for such
period on the aggregate principal amount of the consolidated Indebtedness of ACS
Inc. and its  Subsidiaries  owed with respect to such  Indebtedness  during such
period plus (b) the amount of scheduled  principal  payments of  Indebtedness of
such ACS Inc.  and its  Subsidiaries  for such period plus (c) the amount of the
Facility B Aggregate Amount of Outstanding  Extensions of Credit for such period
divided by six plus (d) the  aggregate  amount of cash  dividends,  payments  or
distributions  made  with  respect  to the  Capital  Stock of ACS  Inc.  and its
Subsidiaries.  "Consolidated  Lease and Rental Expense":  for any fiscal period,
the aggregate amount of fixed and contingent rentals payable by ACS Inc. and its
Subsidiaries  with respect to leases of real  property and  operating  leases of
personal  property,  determined on a consolidated basis in accordance with GAAP.
"Consolidated Net Income" or "Consolidated Net Loss": for any fiscal period, the
amount which, in conformity  with GAAP,  would be set forth opposite the caption
"net income" (or any like caption) or "net loss" (or any like  caption),  as the
case may be,  on a  consolidated  statement  of  earnings  of ACS  Inc.  and its
Subsidiaries for such fiscal period.  
"Consolidated  Net Worth":  for any fiscal period,  the sum of (a) Capital Stock
and additional  paid-in capital plus (b) retained earnings (or minus accumulated
deficits) of ACS Inc. and its Subsidiaries determined on a consolidated basis in
accordance with GAAP.
"Continuing  Directors":  the  directors of ACS Inc. on the date hereof and each
other  director,  if such  director's  nomination  for  election to the Board of
Directors  is  recommended  by a  majority  of the  then  Continuing  Directors.
"Contractual Obligation": as to any Person, any provision of any security issued
by such Person or of any  agreement,  instrument or other  undertaking  to which
such Person is a party or by which it or any of its  property is bound.  

"Debt": of any Person, at any date, without duplication, (a) all indebtedness of
such Person for borrowed money,  (b) the deferred  purchase price of property or
services (other than current trade  liabilities  incurred in the ordinary course
of business and payable in accordance with customary  practices),  (c) any other
indebtedness  of such Person which is evidenced  by a note,  bond,  debenture or
similar instrument,  (d) aggregate outstanding Deferred Purchase  Consideration,
provided  that,  for any  fiscal  period,  only  seventy-five  percent  (75%) of
deferred  purchase  price of property or services  with  respect to AMI for such
period shall be included in the calculation of Debt, if as of September 30, 1998
and/or the last day of any fiscal quarter thereafter, the EBITDA of AMI would on
an  annualized  pro forma  basis equal the  Initial  Earn Out Period  EBITDA (as
defined  in the AMI Stock  Purchase  Agreement)  or the  Second  Earn Out Period
EBITDA (as defined in the AMI Stock Purchase Agreement) then one hundred percent
(100%) of the deferred  purchase  price of property or services  with respect to
AMI for each such period  thereafter  shall be included  in the  calculation  of
Debt,  and provided  further  that,  for any fiscal  period,  only  seventy-five
percent (75%) of deferred purchase price of property or services with respect to
SEMCOR for such period shall be included in the  calculation  of Debt,  if as of
March 31, 1999 and/or the last day of any fiscal quarter thereafter,  the EBITDA
of SEMCOR would on an annualized  pro forma basis equal EBITDA as of the Initial
Earn Out Period (as defined in the SEMCOR Stock Purchase Agreement) or EBITDA as
of the  Second  Earn  Out  Period  (as  defined  in the  SEMCOR  Stock  Purchase
Agreement)  then one hundred  percent  (100%) of the deferred  purchase price of
property or  services  with  respect to SEMCOR for each such  period  thereafter
shall be included in the  calculation of Debt(e) all  Indebtedness  of the types
referred to in clauses (a)  through  (c) above which is  guaranteed  directly or
indirectly by such Person.  "Default": any of the events specified in Section 9,
whether or not any requirement  for the giving of notice,  the lapse of time, or
both, or any other  condition,  has been  satisfied.  "Defaulting  Lender":  any
Lender with respect to which a Bank Default is in effect.
"Deferred  Purchase  Consideration":  with  respect  to the  Acquisition  of any
Acquired Business, the amount contractually agreed by any Borrower or one of its
Subsidiaries  to be paid to the  sellers  of such  Acquired  Business  after the
closing  of  the  acquisition  thereof,  provided  that  all  Deferred  Purchase
Consideration  (other than any such Deferred Purchase  Consideration paid by ACS
Inc.  and its  Subsidiaries  pursuant  to ACS  Inc.'s  acquisition  of  Advanced
Management,  Inc.) shall be  subordinated to the obligations of the Loan Parties
hereunder  on  terms  and  pursuant  to  documentation  containing  other  terms
(including interest, amortization,  covenants and events of default) in form and
substance  satisfactory to the Agent. Deferred Purchase  Consideration shall not
include  purchase  price  adjustments  based on net working  capital or net book
value  required or permitted to be made within six months of the  acquisition of
an Acquired Business by the agreements governing such acquisition. "Dollars" and
"$": dollars in lawful currency of the United States of America.
"Domestic Subsidiary": any Subsidiary of a Borrower organized under the laws of 
any jurisdiction within the United States.
"EBITDA":  for any fiscal period for any Person,  the Consolidated Net Income or
Consolidated  Net  Loss,  as the case  may be,  for such  fiscal  period,  after
excluding  therefrom  amounts included therein on account of extraordinary  gain
and restoring thereto (a) depreciation and amortization (including write-offs or
write-downs of amortizable  and depreciable  items),  (b) the amount of interest
expense of such Person,  determined on a consolidated  basis in accordance  with
GAAP,  for such period on the  aggregate  principal  amount of its  consolidated
Indebtedness,  (c) the amount of tax  expense of such  Person,  determined  on a
consolidated basis in accordance with GAAP, for such period, (d) with respect to
any fiscal  period from  September  30, 1997 until and  including  September 30,
1998, the amount attributable to RF Microsystems, Inc., which in conformity with
GAAP, would be set forth opposite the caption  "acquired in process research and
development cost" (or any like caption) on the consolidating income statement of
ACS Inc. for such period and (e) for any fiscal period until and including March
31, 1999 (i) the amount  attributable  to payments  to a former  shareholder  of
SEMCOR which is set forth opposite the caption "payments to former  stockholder"
(or any like caption) on the consolidating  income statement of ACS Inc., to the
extent  such  amount is  incurred  prior to June 10,  1998,  and (ii) the amount
attributable to SEMCOR owners'  salaries in excess of the DCAA allowable  amount
which is set  forth  opposite  the  caption  "amount  paid to  owners  over DCAA
allowable" (or any like caption) on the  consolidating  income  statement of ACS
Inc., to the extent such amount is incurred prior to the June 10, 1998.
"Eligible  Receivables":  means any  Receivables  owned by the  Borrowers or any
Subsidiaries  free and clear of all Liens (other than the Liens permitted herein
and Liens in favor of the Agent securing the Secured Obligations) other than the
following:  (a) Receivables that do not arise out of sales of goods or rendering
of  services  in the  ordinary  course  of the  business  of a  Borrower  or its
Subsidiaries;
Receivables  on terms  other  than those  normal or  customary  in a  Borrower's
business; Receivables owing from any Person that is an Affiliate or a Subsidiary
of a Borrower;  Receivables  more than ninety  (90) days past  original  invoice
date;  Receivables owing from any Person other than the United States Government
or any department,  agency or  instrumentality or agents thereof or any state or
local government or any department,  agency or  instrumentality or agent thereof
from  which  an  aggregate  amount  of more  than  fifty  percent  (50%)  of the
Receivables  owing from such Person are more than ninety (90) days past original
invoice  date;  Receivables  owing from any Person that has  asserted any claim,
demand  or  liability,  by  action,  suit,  counterclaim  or other  judicial  or
arbitrable proceeding with respect to such Receivable;
Receivables owing from any Person that shall have taken or be the subject of any
action or proceeding of a type  described in subsection  9(f);  Receivables  (i)
owing  from  any  Person  (other  than  the  United  States  Government  or  any
department,  agency or  instrumentality  thereof)  that is also a supplier to or
creditor  of a Borrower  (to the extent  such Person has any right of setoff but
only to the extent of such  setoff)  unless  such Person has waived any right of
set-off  in a  manner  acceptable  to  the  Lenders  or  (ii)  representing  any
manufacturer's  or supplier's  credits,  discounts,  incentive  plans or similar
arrangements  entitling a Borrower to  discounts on future  purchase  therefrom;
Receivables  arising out of sales to account  debtors  outside the United States
other than those Receivables arising out of sales to account debtors approved by
the Agent in its sole  discretion and other than those  Receivables  backed by a
letter of credit issued by a financial  institution  organized under the laws of
the United  States which is rated at least A-2 by S&P or P-2 by Moody's or other
credit support otherwise  satisfactory in form and substance satisfactory to the
Agent;  Receivables  arising out of sales on a  bill-and-hold,  guaranteed sale,
sale-or-return, sale on approval or consignment basis or subject to any right of
return, set-off or charge-back to the extent of such right of return, set-off or
charge-back;  Receivables  in respect  of which the  Security  Agreement,  after
giving effect to the related filings of financing statements that have then been
made,  if any,  does not or has  ceased to create a valid  and  perfected  first
priority lien or security interest in favor of the Lenders,  as secured parties,
securing the Secured  Obligations  or as to which any other Lien  exists,  other
than liens  permitted  herein;  Receivables  due in a  currency  other than U.S.
dollars other than those non-U.S.  dollar  Receivables  approved by the Agent in
its sole discretion;  Receivables determined in whole or in part by the Agent to
be  unacceptable,  doubtful or impaired in accordance with the Agent's  standard
practices for the evaluation of Receivables;  Unless  otherwise  approved by the
Agent,  Receivables  with  respect  to  any  contract  with  the  United  States
Government or any department, agency or instrumentality or agents thereof or any
state or local government or any department,  agency or instrumentality or agent
thereof if more than fifty  percent  (50%) of the  Receivables  owing under such
contract  are more than  ninety  (90)  days  past  original  invoice  date;  and
Receivables which are final invoices.
The value of such Eligible  Receivables  shall be their book value determined in
accordance  with  GAAP  unless  valued  at a  lower  value  as  provided  above.
"Environmental  Laws":  as may be  applicable to any Borrower or any Loan Party,
any and all foreign,  Federal,  state,  local or municipal laws, rules,  orders,
regulations,  statutes,  ordinances, codes, decrees or other Requirements of Law
regulating, relating to or imposing liability or standards of conduct concerning
pollution or protection of the environment (including protection of human health
from environmental  hazards),  as now or may at any time hereafter be in effect.
"ERISA":  the Employee  Retirement  Income Security Act of 1974, as amended from
time to time.  "Eurocurrency Reserve Requirements":  for any day as applied to a
Eurodollar Loan, the aggregate (without  duplication) of the rates (expressed as
a decimal  fraction) of reserve  requirements  in effect on such day (including,
without limitation,  basic, supplemental,  marginal and emergency reserves under
any regulations of the Board of Governors of the Federal Reserve System or other
Governmental  Authority having  jurisdiction  with respect thereto) dealing with
reserve requirements  prescribed for eurocurrency funding (currently referred to
as  "Eurocurrency  Liabilities"  in Regulation D of such Board)  maintained by a
member  bank of  such  System.  "Eurodollar  Base  Rate":  with  respect  to any
Eurodollar Loan for any Interest  Period,  the rate per annum  determined by the
Agent to be the average of the respective  rates per annum posted by each of the
principal  London  office of banks  posting  rates as  displayed on the Telerate
screen,  page 3750 or such other page as may replace  such page on such  service
for the purpose of displaying the London  interbank  offered rate of major banks
for deposits in US dollars at  approximately  11:00 A.M.  (London  Time) two (2)
Business Days prior to the beginning of such  Interest  Period,  as specified in
the Notice of Borrowing  (and rounded,  if  necessary,  upward to the next whole
multiple of 1/16 of 1%);  provided  that,  to the extent an interest rate is not
ascertainable  pursuant to the  foregoing  provisions  of this  definition,  the
"Eurodollar  Base Rate" shall be the interest  rate per annum  determined by the
Agent to be the average  (rounded,  if  necessary,  upward to the nearest  whole
multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the
rates per annum at which  deposits  in Dollars  are  offered  for such  relevant
Interest Period to major banks in the London interbank market in London, England
by such other major banks in the London interbank  market in London,  England at
approximately  11:00 a.m.  (London  time) on the date which is two (2)  Business
Days prior to the beginning of such Interest Period.  "Eurodollar Loans":  Loans
the rate of  interest  applicable  to which is based upon the  Eurodollar  Rate.
"Eurodollar  Rate":  with  respect  to each  day  during  each  Interest  Period
pertaining  to a Eurodollar  Loan, a rate per annum  determined  for such day in
accordance  with the following  formula  (rounded,  if necessary,  upward to the
nearest whole multiple of 1/16th of 1%).
                              Eurodollar Base Rate
                  --------------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

"Event of Default":  any of the events specified in Section 9, provided that any
requirement  for the giving of notice,  the lapse of time, or both, or any other
condition,  has been satisfied.  "Existing Credit Agreement":  as defined in the
preamble to this Agreement.
"Facility": Facility A, Facility B or Swing Line Facility, as the context shall 
require.
"Facility A": the revolving credit facility provided for in Section 2 hereof.
"Facility A Aggregate Outstanding Extensions of Credit": as to any Lender at any
time,  an amount equal to the sum of (a) the aggregate  principal  amount of all
Facility A Loans made by such Lender then outstanding,  (b) Swing Line Aggregate
Outstanding  Extensions of Credit and (c) such Lender's Commitment Percentage of
the  aggregate  amount of all L/C  Obligations  then  outstanding.  
"Facility A Commitment": as to any Lender, the obligation of such Lender to make
Loans to the Borrowers  hereunder in an aggregate principal amount not to exceed
the amount set forth opposite such Lender's name on Schedule II; as the same may
be reduced from time
to time pursuant to subsection 4.4 and 4.5 as to all Lenders collectively, the 
"Facility A Commitments."
"Facility A Commitment Percentage": as to any Lender at any date, the percentage
which such  Lender's  Facility A Commitment  then  constitutes  of the aggregate
Facility A Commitments  or, at any time after the Facility A  Commitments  shall
have  expired or  terminated,  the  percentage  which the  Facility A  Aggregate
Outstanding Extensions of Credit of such Lender then constitutes of the Facility
A  Aggregate  Outstanding  Extensions  of Credit  of all  Lenders.  
"Facility A Commitment  Period":  the period from and  including the date hereof
but not including the Maturity Date or such earlier date on which the Facility A
Commitments  shall terminate as provided herein.  
"Facility A Loans": as defined in subsection 2.1(a).
"Facility A Note": as defined in subsection 4.1(e).
"Facility B": the revolving credit facility provided for in Section 2 hereof.
"Facility B Aggregate Outstanding Extensions of Credit": as to any Lender at any
time,  an  amount  equal to the sum of the  aggregate  principal  amount  of all
Facility B Loans made by such Lender then outstanding.
"Facility B Commitment": as to any Lender, the obligation of such Lender to make
Loans to the Borrowers  hereunder in an aggregate principal amount not to exceed
the amount set forth opposite such Lender's name on Schedule II; as the same may
be reduced  from time to time  pursuant  to  subsection  4.4 and 4.5;  as to all
Lenders collectively, the "Facility B Commitments."
"Facility B Commitment Percentage": as to any Lender at any date, the percentage
which such  Lender's  Facility B Commitment  then  constitutes  of the aggregate
Facility B Commitments  or, at any time after the Facility B  Commitments  shall
have  expired or  terminated,  the  percentage  which the  Facility B  Aggregate
Outstanding Extensions of Credit of such Lender then constitutes of the Facility
B Aggregate Outstanding Extensions of Credit of all Lenders.
"Facility B Commitment  Period":  the period from and  including the date hereof
but not including the Maturity Date or such earlier date on which the Facility B
Commitments shall terminate as provided herein.
"Facility B Loans": as defined in subsection 2.1(b).
"Facility B Notes": as defined in subsection 4.1(e).
"Facility Fee":  a fee of .50% of the aggregate initial Commitments.
"Federal Funds Effective  Rate":  for any day, the weighted average of the rates
on overnight  Federal  funds  transactions  with members of the Federal  Reserve
System  arranged by Federal funds brokers,  as published on the next  succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations for
the day of such  transactions  received  by the Agent from three  Federal  funds
brokers of recognized standing selected by it.
"Financing Lease": any lease of property,  real or personal,  the obligations of
the  lessee in  respect  of which are  required  in  accordance  with GAAP to be
capitalized on a balance sheet of the lessee.
"Foreign  Subsidiary":  any Subsidiary of a Borrower organized under the laws of
any jurisdiction outside the United States of America.
"GAAP": generally accepted accounting principles in the United States of America
as in effect from time to time.
"Government Contract":  as defined in the Security Agreement.
"Government Receivables":  all Receivables arising under any Government Contract
"Governmental Authority": any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative,  judicial,
regulatory or administrative functions of or pertaining to government.
"Guarantee  Obligation":  as to any  Person  (the  "guaranteeing  person"),  any
obligation  of (a) the  guaranteeing  person or (b) another  Person  (including,
without limitation,  any bank under any letter of credit) to induce the creation
of which the guaranteeing  person has issued a reimbursement,  counter indemnity
or similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other  third  Person  (the  "primary  obligor")  in any  manner,  whether
directly or indirectly,  including,  without  limitation,  any obligation of the
guaranteeing  person  incurred  for the  purpose of  providing  credit  support,
whether or not  contingent,  (i) to purchase any such primary  obligation or any
property  constituting direct or indirect security therefor,  (ii) to advance or
supply funds (1) for the purchase or payment of any such primary  obligation  or
(2) to maintain  working  capital or equity  capital of the  primary  obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property,  securities or services primarily for the purpose of assuring
the owner of any such primary  obligation of the ability of the primary  obligor
to make payment of such primary  obligation or (iv)  otherwise to assure or hold
harmless  the  owner of any such  primary  obligation  against  loss in  respect
thereof, provided, however, that the term Guarantee Obligation shall not include
endorsements  of instruments for deposit or collection in the ordinary course of
business and  guarantees by any Borrower or any  Subsidiary of  obligations of a
Borrower or a Subsidiary  to  suppliers,  licensers or lessors to the extent the
underlying  obligation  is  incurred  in the  ordinary  course of  business  and
otherwise  permitted  hereunder.  The amount of any Guarantee  Obligation of any
guaranteeing  person  shall be deemed to be the lower of (a) an amount  equal to
the stated or determinable  amount of the primary obligation in respect of which
such  Guarantee  Obligation  is made and (b) the  maximum  amount for which such
guaranteeing  person  may be  liable  pursuant  to the  terms of the  instrument
embodying  such  Guarantee  Obligation,  unless such primary  obligation and the
maximum amount for which such  guaranteeing  person may be liable are not stated
or determinable,  in which case the amount of such Guarantee Obligation shall be
such guaranteeing  person's maximum reasonably  anticipated liability in respect
thereof as determined by the Agent in good faith. "Indebtedness": of any Person,
at any date,  without  duplication,  (a) all  indebtedness  of such  Person  for
borrowed money,  (b) the deferred  purchase price of property or services (other
than current trade  liabilities  incurred in the ordinary course of business and
payable in accordance with customary  practices),  (c) any other indebtedness of
such Person which is evidenced by a note, bond, debenture or similar instrument,
(d) all obligations of such Person under Financing  Leases,  (e) all obligations
of such  Person in respect of letters of credit and  acceptances  and letters of
credit  issued or created  for the  account of such  Person  (including  without
limitation all issued and  outstanding  Letters of Credit),  (f) all liabilities
secured by any Lien on any property owned by such Person even though such Person
has not assumed or  otherwise  become  liable for the payment  thereof,  (g) all
Indebtedness  of the types referred to in clauses (a) through (f) above which is
guaranteed directly or indirectly by such Person.
"Insolvency":  with respect to any  Multiemployer  Plan, the condition that such
Plan is insolvent within the meaning of Section 4245 of ERISA.
"Insolvent": pertaining to a condition of Insolvency.
"Interest Payment Date": as to any Loan, the last Business Day of each month.
"Interest  Period":  with respect to any Eurodollar  Loan:  (a)  initially,  the
period  commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurodollar Loan and ending one, two or three months  thereafter,
as selected by a Borrower in its notice of borrowing or notice of conversion, as
the case may be,  given with  respect  thereto and (b)  thereafter,  each period
commencing on the last day of the next preceding  Interest Period  applicable to
such Eurodollar Loan and ending one, two or three months thereafter, as selected
by a Borrower  in a Notice of  Borrowing  delivered  to the Agent by 10:00 A.M.,
Charlotte,  North  Carolina time, not less than three (3) Business Days prior to
the last day of the then current Interest Period with respect thereto;  provided
that, all of the foregoing  provisions  relating to Interest Periods are subject
to the following:

if any Interest Period  pertaining to a Eurodollar Loan would otherwise end on a
day that is not a Business Day,  such  Interest  Period shall be extended to the
next  succeeding  Business Day unless the result of such  extension  would be to
carry such  Interest  Period  into  another  calendar  month in which event such
Interest  Period  shall  end on the  immediately  preceding  Business  Day;  any
Interest Period that would  otherwise  extend beyond the Maturity Date shall end
on the  Maturity  Date or such date of final  payment,  as the case may be;  any
Interest Period pertaining to a Eurodollar Loan that begins on the last Business
Day  of a  calendar  month  (or  on a day  for  which  there  is no  numerically
corresponding  day in the  calendar  month at the end of such  Interest  Period)
shall end on the last  Business Day of a calendar  month.  the  Borrowers  shall
select  Interest  Periods so as not to require a payment  or  prepayment  of any
Eurodollar Loan during an Interest Period for such Loan.
"Issuing Bank": with respect to any Letter of Credit, NationsBank,  N.A. (or any
affiliate  thereof) upon its agreement to serve in such capacity with respect to
such Letter of Credit.
"Joinder Agreement":  the Joinder Agreement to be executed and delivered by each
Person that,  subsequent  to the Closing  Date,  becomes a Domestic  Subsidiary,
substantially in the form of Exhibit D, as the same may be amended, supplemented
or otherwise modified from time to time.
"L/C Collateral Account":  the "Collateral  Account", as defined in the Security
Agreement.
"L/C Commitment": $1,000,000.
"L/C Fee Payment Date": the last Business Day of each June, September,  December
and March.
"L/C Obligations":  at any time, an amount equal to the sum of (a) the aggregate
then undrawn and unexpired amount of the then outstanding  Letters of Credit and
(b) the aggregate amount of drawings under Letters of Credit which have not then
been reimbursed pursuant to subsection 3.4(a).
"L/C  Participants":  with  respect  to each  Letter of Credit,  the  collective
reference to all the Lenders other than the Issuing Bank with respect thereto.
"Letter of Credit": a Commercial Letter of Credit or a Standby Letter of Credit,
as the context shall require; collectively, the "Letters of Credit".
"Lien": any mortgage, pledge,  hypothecation,  assignment,  deposit arrangement,
encumbrance, lien (statutory or other), charge or other security interest or any
preference,  priority or other security agreement or preferential arrangement of
any kind or nature whatsoever  (including,  without limitation,  any conditional
sale or  other  title  retention  agreement  and  any  Financing  Leases  having
substantially the same economic effect as any of the foregoing).
"Loan":  a  Facility A Loan,  a  Facility  B Loan or a Swing  Line Loan,  as the
context shall require; collectively, the "Loans".
"Loan Documents": this Agreement, the Notes, the Applications,  and the Security
Documents and any other documents or instruments now or hereafter  evidencing or
securing any Loans.
"Loan Parties": ACS Inc. and its Subsidiaries.
"Loan Value": means with respect to Eligible Receivables,  the sum of (i) ninety
percent (90%) of billed  Government  Receivables plus (ii)  eighty-five  percent
(85%) of billed commercial  accounts  receivables plus (iii) fifty percent (50%)
of amounts  that would but for the  delivery  of an invoice  for work  performed
within thirty (30) days of the date of calculation  of Loan Value,  otherwise be
considered Eligible Receivables,  provided,  that the amount described in clause
(iii)  (fifty  percent  (50%) of amounts  that would but for the  delivery of an
invoice for work performed within thirty (30) days of the date of calculation of
Loan Value,  otherwise  be  considered  Eligible  Receivables)  shall not exceed
$6,000,000,  each of (i), (ii) and (iii) as determined  based on the most recent
Borrowing Base Certificate delivered to the Agent hereunder,  provided; however,
that the Agent in its reasonable  discretion  based on an analysis of changes in
the Borrowers' credit and collection  experience  arising after the date hereof,
may dilute the value of the Borrowers'  Eligible  Receivables that shall be used
in determining Loan Value.
"Majority  Lenders":   at  any  time  the  Lenders  having  Commitments  (or  if
Commitments have terminated,  Aggregate Outstanding  Extensions of Credit) which
aggregate more than sixty-six and sixty-seven hundredths of one percent (66.67%)
of the  sum of the  Commitments  of the  Non-Defaulting  Lenders  (or  Aggregate
Outstanding  Extensions of Credit of the Non-Defaulting  Lenders as the case may
be) then in effect, provided that, if at any time, there are two or more Lenders
hereunder,  any action required by Majority Lenders shall require the consent of
not less than two Lenders.
"Management  Change":  (a)  George  A.  Robinson  or (b)  any two or more of the
following  individuals  Vincent G. Vidas,  Thomas A.  Costello  and Dev Ganesan,
ceasing to be active full time in the  management of ACS Inc. and such Person or
such Persons not being replaced to the reasonable  satisfaction  of the Majority
Lenders within ninety (90) days of any such Person ceasing to be so active.
"Material Adverse Amount": an amount payable by ACS Inc. and/or its Subsidiaries
in  excess  of  $500,000  for  remedial  costs,  non-routine  compliance  costs,
compensatory  damages,  punitive  damages,  fines,  penalties or any combination
thereof.
"Material  Adverse  Effect":  a  material  adverse  effect on (a) the  business,
operations,  property,  financial  condition  or prospects of a Borrower and its
Subsidiaries taken as a whole, (b) the validity or enforceability of this or any
of the other Loan  Documents  or (c) the rights or  remedies of the Agent or the
Lenders hereunder or under any of the other Loan Documents.
"Materials of Environmental Concern": any gasoline or petroleum (including crude
oil or any  fraction  thereof) or petroleum  products or any  hazardous or toxic
substances,  materials  or wastes,  defined or regulated as such in or under any
Environmental Law,  including,  without  limitation,  asbestos,  polychlorinated
biphenyls and urea-formaldehyde insulation.
"Maturity Date": February 28, 2002.
"Moody's": Moody's Investors Service, Inc.
"Multiemployer Plan": a Plan which is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.
"Net  Proceeds":  with  respect to any Net  Proceeds  Event,  (a) the gross cash
consideration,  and  all  cash  proceeds  (as and  when  received)  of  non-cash
consideration  (including,  without  limitation,  any such cash  proceeds in the
nature of principal  and  interest  payments on account of  promissory  notes or
similar obligations),  received by a Borrower and its Subsidiaries in connection
with such Net Proceeds Event,  minus the sum,  without  duplication,  of (i) any
taxes which are paid or actually payable to any federal, state, local or foreign
taxing   authority  by  a  Borrower  and  its   Subsidiaries  and  are  directly
attributable  to the receipt of such Net  Proceeds,  (ii) the amount of fees and
commissions  (including reasonable investment banking fees), legal,  accounting,
consulting,  survey,  title and  recording  tax  expenses  and  other  costs and
expenses  directly incident to such Net Proceeds Event which are paid or payable
by a Borrower and its Subsidiaries to unrelated and unaffiliated  third parties,
(iii) the amount of any  reserve  reasonably  maintained  by a Borrower  and its
Subsidiaries with respect to  indemnification  obligations owing pursuant to the
definitive documentation pursuant to which the Net Proceeds Event is consummated
(with any unused  portion of such reserve to constitute Net Proceeds on the date
upon which the  indemnification  obligations  terminates) and (iv) the amount of
Indebtedness (other than intercompany  Indebtedness),  if any, which is required
to be repaid at the time or as a result  of such Net  Proceeds  Event out of the
proceeds thereof.
"Net  Proceeds  Event":  (a)  the  incurrence  by  a  Borrower  or  any  of  its
Subsidiaries of any Indebtedness (other than Indebtedness  permitted pursuant to
clauses (a)  through (h) of  subsection  8.2);  (b) the  issuance or sale of any
equity securities by a Borrower or any of its Subsidiaries to any Person,  other
than (i) the issuance or sale of any such equity securities to a Borrower or any
of its  Subsidiaries,  (ii)  the  issuance  of  Capital  Stock  upon the sale or
exercise of stock  options,  (iii) the issuance and sale of Capital  Stock under
employee  stock  purchase  plans,  (iv) the issuance  and sale of Capital  Stock
and/or stock  options under  employee  stock  ownership and incentive  plans and
similar  programs  or  individual  arrangements,  (v) the  issuance  and sale of
Capital Stock in connection with an acquisition permitted pursuant to subsection
8.9(f); (c) the sale,  transfer or other disposition by a Borrower or any of its
Subsidiaries  of  any  real  or  personal,  tangible  or  intangible,   property
(including,  without  limitation,  any capital  stock,  but other than inventory
sold,  transferred or otherwise  disposed of in the ordinary course of business)
of a  Borrower  or such  Subsidiary  to any  Person  (other  than any such sale,
transfer or  disposition  permitted  pursuant to  subsection  8.6);  and (d) the
recovery by a Borrower of amounts owing to it under property insurance policies.
"Non-Defaulting Lender": any lender other than a Defaulting Lender.
"Non-Excluded Taxes": as defined in subsection 4.16(a).
"Notes":  the collective reference to the Facility A Notes, the Facility B Notes
and the Swing Line Note.
"Notice  of  Borrowing":  means (a) with  respect to a request  for a  borrowing
(other  than a Swing  Line Loan  borrowing)hereunder,  a request  in the form of
Exhibit  H-1  hereto,  (b) with  respect  to a  request  for  continuation  of a
Eurodollar Loan hereunder, a request in the form of Exhibit H-2 hereto, (c) with
respect to a request for  conversion  of or to a Eurodollar  Loan  hereunder,  a
request in the form of Exhibit H-3 hereto and (d) with  respect to a request for
a borrowing of a Swing Line Loan hereunder, a request in the form of Exhibit H-4
hereto,  in each case  delivered by a  Responsible  Officer of a Borrower to any
such Lender hereunder.
"Participant": as defined in subsection 11.8(b).
"PBGC":  the  Pension  Benefit  Guaranty  Corporation  established  pursuant  to
Subtitle A of Title IV of ERISA.
"Person": an individual,  partnership,  corporation, business trust, joint stock
company,  trust,   unincorporated  association,   joint  venture,   Governmental
Authority or other entity of whatever nature.
"Plan":  at  a  particular  time,  any  employee  benefit  plan  or  other  plan
established,  maintained  or  contributed  to  by  any  Borrower  or a  Commonly
Controlled Entity that is covered by Title IV of ERISA.
"Prime Rate":  the rate of interest per annum  publicly  announced  from time to
time by the Agent at its principal  office in the State of North Carolina as its
prime rate on a particular day in effect for domestic (United States) commercial
loans;  such rate is not necessarily  intended to be the lowest rate of interest
charged by the Lenders in connection with  extensions of credit.  Each change in
the Prime Rate shall be effective on the date such change is publicly announced.
"Prime Rate Loans": Loans the rate of interest applicable to which is based upon
the Prime Rate.
"Properties": as defined in subsection 5.16(a).
"Receivables":  means all  Receivables  referred to in Section 7 of the Security
Agreement.
"Refunded Swing Line Loans":  as defined in subsection 2.1(a)(ii).
"Regulation  U":  Regulation U of the Board of Governors of the Federal  Reserve
System as in effect from time to time.
"Reimbursement Obligation":  with respect to any Letter of Credit, the joint and
several  obligation  of the  Borrowers  to  reimburse  the Lenders  with respect
thereto pursuant to subsection 3.5(a) for amounts drawn thereunder.
"Reorganization":  with respect to any  Multiemployer  Plan,  the condition that
such plan is in reorganization within the meaning of Section 4241 of ERISA.
"Reportable  Event":  any of the events  set forth in Section  4043(c) of ERISA,
other than those events as to which the thirty (30) day notice  period is waived
under subsections .22, .25, .27 or .28 of PBGC Reg. ss.4043.
"Requirement  of Law": as to any Person,  the Certificate of  Incorporation  and
By-Laws or other  organizational or governing  documents of such Person, and any
law, treaty,  rule or regulation or determination of an arbitrator or a court or
other  Governmental  Authority,  in each case applicable to or binding upon such
Person or any of its  property or to which such Person or any of its property is
subject.
"Responsible Officer": the chief executive officer, the president, the executive
vice president, the chief financial officer or the treasurer of a Borrower.
"Restricted Payment": as defined in subsection 8.7.
"SEC": the United States Securities and Exchange Commission and any Governmental
Authority succeeding to any of its principal functions.
"S&P":  Standard and Poor's  Ratings  Group, a division of McGraw Hill Companies
Inc.
"Secured Obligations":  as defined in the Security Documents.
"Security Agreement": the Security Agreement to be executed and delivered by the
Borrowers,  substantially  in the form of Exhibit C, as the same may be amended,
supplemented or otherwise modified from time to time.
"Security Documents": the collective reference to the Security Agreement and the
Joinder Agreement,  and all other security documents  hereafter delivered to the
Lenders  granting  a Lien on any  asset or assets  of any  Person to secure  the
obligations and liabilities of any Borrower  hereunder or under any of the other
Loan  Documents  or  to  secure  any  guarantee  of  any  such  obligations  and
liabilities. "SEMCOR": SEMCOR, Inc., a New Jersey corporation.
"SEMCOR Stock Purchase Agreement":  the Stock Purchase Agreement effective as of
June 10, 1998,  among ACS Inc. as buyer, and Vincent G. Vidas and John S. Degnan
as sellers.
"Single  Employer  Plan":  any Plan which is  covered by Title IV of ERISA,  but
which is not a Multiemployer Plan.
"Standby Letter of Credit": as defined in paragraph 3.1(b)(i)(1).
"Subordinated  Indebtedness":  any debt for which any Borrower is liable that is
subordinated  to the  obligations  of the Loan  Parties  hereunder  on terms and
pursuant  to  documentation   containing   other  terms   (including   interest,
amortization,   covenants   and  events  of  default)  in  form  and   substance
satisfactory to the Agent.
"Subsidiary":  as to any Person,  a corporation,  partnership or other entity of
which shares of stock or other ownership  interests having ordinary voting power
(other than stock or such other  ownership  interests  having such power only by
reason of the  happening of a  contingency)  to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity are
at the time owned, or the management of which is otherwise controlled,  directly
or  indirectly  through one or more  intermediaries,  or both,  by such  Person.
Unless   otherwise   qualified,   all  references  to  a   "Subsidiary"   or  to
"Subsidiaries"  in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Borrowers.
"Swing Line Aggregate Outstanding Extensions of Credit": as to any Lender at any
time, an amount equal to the sum of the aggregate  principal amount of all Swing
Line Loans made by such Lender then outstanding.
"Swing Line Commitment": Swing Line Lender's obligation to make Swing Line Loans
to the  Borrowers  hereunder  in an  aggregate  principal  amount  not to exceed
$5,000,000.00,  as same may be reduced from time to time  pursuant to subsection
4.4 and 4.5. "Swing Line Commitment  Period":  the period from and including the
date  hereof  to but not  including  the  fifth  (5)  Business  Day prior to the
Maturity  Date or such earlier date on which the  Facility A  Commitments  shall
terminate as provided  herein.  "Swing Line  Facility":  the swing line facility
provided for in Section 2 hereof.
"Swing Line Lender":  NationsBank, N.A.
"Swing Line Loan":  as defined in subsection 2.1(c).
"Swing Line Note":  as defined in subsection 4.1(e).
"Swing Line Loan  Termination  Date":  the fifth (5)  Business  Day prior to the
Maturity  Date or such earlier date on which the  Facility A  Commitments  shall
terminate as provided herein.
"Tranche":  the  collective  reference to  Eurodollar  Loans having then current
Interest  Periods  which  began on the same date and end on the same  later date
(whether or not such Loans shall originally have been made on the same day).
"Transferee": as defined in subsection 11.8(f).
"Type": as to any Loan, its nature as a Prime Rate Loan or a Eurodollar Loan.
"Uniform  Customs":  the Uniform  Customs and Practice for  Documentary  Credits
(1993 Revision),  International  Chamber of Commerce Publication No. 500, as the
same may be amended from time to time.
Other Definitional Provisions
Unless otherwise  specified  therein,  all terms defined in this Agreement shall
have the defined  meanings  when used in any Notes or any  certificate  or other
document made or delivered pursuant hereto.  Unless otherwise  specified herein,
all  accounting  terms  used  herein  (and in any other  Loan  Document  and any
certificate  or other  document  made or delivered  pursuant  hereto or thereto)
shall be  interpreted,  all  accounting  determinations  shall be made,  and all
financial  statements required to be delivered  hereunder shall be prepared,  in
accordance  with  GAAP as in  effect  from  time to time.  The  words  "hereof,"
"herein" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular  provision of
this Agreement, and Section, subsection,  Schedule and Exhibit references are to
this Agreement unless otherwise specified. In the computation of periods of time
from a specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each mean "to but excluding".  Periods
of days referred to in this  Agreement  shall be counted in calendar days unless
Business  Days are  expressly  prescribed.  Any period  determined  hereunder by
reference  to a month or  months  or year or years  shall  end on the day in the
relevant  calendar  month  in the  relevant  year,  if  applicable,  immediately
preceding the date  numerically  corresponding  to the first day of such period,
provided,  that if such period commences on the last day of a calendar month (or
on a day for which there is no  numerically  corresponding  day in the  calendar
month during which such period is to end), such period shall,  unless  otherwise
expressly  required by the other  provisions of this Agreement,  end on the last
day of the calendar  month.  The meanings given to terms defined herein shall be
equally applicable to both
the singular and plural forms of such terms.
AMOUNT AND TERMS OF COMMITMENTS
Commitments.
Subject to the terms and conditions hereof, each Lender severally agrees to make
revolving  credit loans (the  "Facility A Loans")  immediately  available to the
Borrowers  from time to time  during  the  Facility  A  Commitment  Period in an
aggregate principal amount at any one time outstanding which, when added to such
Lender's Facility A Commitment Percentage of the sum of the then outstanding (x)
L/C  Obligations and (y) Swing Line Aggregate  Outstanding  Extensions of Credit
does not exceed such Lender's Facility A Commitment  provided;  that such Lender
shall have no  obligation to make any Facility A Loan in excess of the Available
Facility A Commitment. During the Facility A Commitment Period the Borrowers may
use the Facility A Commitments  by borrowing,  prepaying the Facility A Loans in
whole or in  part,  and  reborrowing,  all in  accordance  with  the  terms  and
conditions hereof.
Subject to the terms and conditions hereof, each Lender severally agrees to make
revolving  credit loans (the  "Facility B Loans")  immediately  available to the
Borrowers  from time to time  during  the  Facility  B  Commitment  Period in an
aggregate  principal  amount  at any one time  outstanding  not to  exceed  such
Lender's  Facility B  Commitment  as the same may be  reduced  from time to time
pursuant to 4.5(b)  provided;  that such Lender shall have no obligation to make
any Facility B Loan in excess of the Available Facility B Commitment. During the
Facility B Commitment Period the Borrowers may use the Facility B Commitments by
borrowing,  prepaying the Facility B Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof.
(i) Subject to the terms and conditions  hereof,  the Swing Line Lender may, but
shall not be obligated to, make swing line loans (the "Swing Line Loans") to the
Borrowers from time to time during the Swing Line Loan Commitment  Period, in an
aggregate   principal   amount  at  any  one  time  outstanding  not  to  exceed
$5,000,000.00, provided that at no time may the sum of the aggregate outstanding
principal  amount  of  the  Swing  Line  Loans  and  the  Facility  A  Aggregate
Outstanding  Extensions of Credit exceed the Facility A Commitments.  During the
Swing Line Commitment Period the Borrowers may use the Swing Line Commitments by
borrowing,  prepaying the Swing Line Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof.
(ii) The Swing Line Lender at any time and in its sole and  absolute  discretion
may,  and on the  last  Business  Day of each  month  shall,  on  behalf  of the
Borrowers (which hereby  irrevocably  direct the Swing Line Lender to act on its
behalf) request each Lender,  including the Swing Line Lender,  to make and each
such Lender, including the Swing Line Lender, shall make a Facility A Loan in an
amount  equal to such  Lender's  Facility A Loan  Commitment  Percentage  of the
amount of the Swing Line Loans (the "Refunded Swing Line Loans")  outstanding on
the date such  notice is given.  Each  Lender  shall  make the  proceeds  of its
Facility A Loan  available to the Swing Line Lender for the account of the Swing
Line Lender at the office of the Swing Line Lender  specified in subsection 11.3
(or such other location as the Swing Line Lender may direct) prior to 12:00 P.M.
Charlotte,  North  Carolina  time on the borrowing  date,  in funds  immediately
available to the Swing Line Lender.  The proceeds of such  Facility A Loan shall
be immediately applied to repay the Refunded Swing Line Loans.

The  Facility  A Loans,  Facility  B Loans and Swing Line Loans may from time to
time be (i)  Eurodollar  Loans,  (ii) Prime  Rate  Loans or (iii) a  combination
thereof,  as determined by the Borrowers and notified to the Agent in accordance
with  subsections  2.2  and  4.8,  provided  that  no  Loan  shall  be made as a
Eurodollar Loan after the day that is one month prior to the Maturity Date.
Procedure for Borrowing.  A Borrower may borrow under the Commitments during the
Commitment  Period on any Business Day,  provided that for any Loan other than a
Swing Line Loan,  (i) such Borrower  shall  deliver to the Agent the  Borrower's
irrevocable  Notice of Borrowing which notice must be in writing or by telephone
promptly  confirmed in writing prior to 10:00 A.M.,  Charlotte,  North  Carolina
time and (ii) the Agent shall  deliver to the Lenders such notice prior to 10:15
A.M.,  Charlotte,  North  Carolina  time,  and for any Loan that is a Swing Line
Loan, such Borrower shall deliver to the Agent the Borrower's irrevocable Notice
of Borrowing which notice must be in writing or by telephone  promptly confirmed
in writing  prior to 12:00 P.M.,  Charlotte,  North  Carolina time (a) three (3)
Business Days prior to the requested  borrowing  date, if all or any part of the
requested  Loans are to be initially  Eurodollar  Loans or (b) on the  requested
borrowing date,  otherwise.  Upon receipt of any such Notice of Borrowing from a
Borrower,  the Agent shall promptly notify each Lender thereof. Each Lender will
make the amount of its pro rata share of each  borrowing  available to the Agent
for the  account  of such  Borrower  at the  office  of the Agent  specified  in
subsection  11.3 prior to 12:00  P.M.,  Charlotte,  North  Carolina  time on the
borrowing date, in funds immediately available to the Agent. Such borrowing will
then be made available to such Borrower by the Agent  transferring to an account
(which shall be maintained  for such purpose by the Agent) with the aggregate of
the  amounts  made  available  to the Agent by the  Lenders and in like funds as
received by the Agent.
Use of Proceeds of Loans.
The proceeds of the Facility A Loans shall be utilized by the  Borrowers  (i) to
finance future acquisitions permitted hereunder, (ii) to provide working capital
and (iii) for other general corporate purposes.
The proceeds of the Facility B Loans shall be utilized by the  Borrowers  (i) to
finance  future  acquisitions  permitted  hereunder  and (ii) for other  general
corporate purposes approved by the Lenders.
The  proceeds of the Swing Line Loans shall be  utilized  by the  Borrowers  for
general corporate purposes associated with their cash management requirements.

AMOUNT AND TERMS OF LETTER OF CREDIT SUB-FACILITY
L/C Commitment.
Subject to the terms and  conditions  hereof,  each Issuing Bank, in reliance on
the  agreements of the other  Lenders set forth in  subsection  3.4(a) agrees to
issue any Letters of Credit requested to be issued by it and so issued by it for
the  account  of the  Borrowers  on any  Business  Day  during  the  Facility  A
Commitment  Period  in such  form as may be  approved  from time to time by such
Issuing Bank;  provided that such Issuing Bank shall have no obligation to issue
any Letter of Credit if, after giving effect to such issuance, such Issuing Bank
has knowledge that (i) the L/C Obligations  would exceed the L/C Commitment,  or
(ii) the Available Facility A Commitment would be less than zero.
Each Letter of Credit shall:
be either (A) a standby  letter of credit issued to support  obligations  of the
Borrowers and the Subsidiaries,  contingent or otherwise,  for which Loans would
be available  (a "Standby  Letter of  Credit"),  or (B) a  commercial  letter of
credit  issued in respect of the purchase of goods or services by the  Borrowers
and the Subsidiaries in the ordinary course of business for which Loans would be
available (a "Commercial Letter of Credit"); be (A) issued from an office of the
Issuing Bank in the United States and (B) denominated in Dollars;  and expire no
later  than the  earlier  of (A) one (1)  year  following  the date of  issuance
thereof  and (B) five (5) days prior to the  Maturity  Date;  provided  that any
Letter of Credit may provide for renewal thereof for additional one-year periods
on an "evergreen"  basis (but not, in any event,  beyond the date referred to in
clause (B) of this subparagraph  (iii)).  Each Letter of Credit shall be subject
to the Uniform Customs and, to the extent not inconsistent  therewith,  the laws
of the Commonwealth of Virginia.  No Issuing Bank shall at any time be obligated
to issue any Letter of Credit hereunder if such issuance would conflict with, or
cause such Issuing Bank or any L/C  Participant to exceed any limits imposed by,
any applicable Requirement of Law.
Procedure for Issuance of Letters of Credit.  The  Borrowers  shall request that
such Issuing Bank issue a Letter of Credit by delivering to such Issuing Bank at
its address for notices specified herein an Application  therefor,  completed to
the satisfaction of the Issuing Bank, and such other certificates, documents and
other papers and  information  as the Issuing Bank may request.  Upon receipt of
any  Application,  the  Issuing  Bank  will  process  such  Application  and the
certificates,  documents  and other  papers and  information  delivered to it in
connection  therewith in  accordance  with its  customary  procedures  and shall
promptly issue the Letter of Credit requested thereby by issuing the original of
such Letter of Credit to the  beneficiary  thereof or as otherwise may be agreed
by the Issuing Bank and the  Borrowers;  provided that the Issuing Bank shall in
no event be  required  to issue  any  Letter of Credit  earlier  than  three (3)
Business Days after its receipt of the  Application  therefor and all such other
certificates,  documents and other papers and information  relating thereto.  In
the event that the Letter of Credit to be issued is a Standby  Letter of Credit,
the Issuing Bank shall  furnish a copy of such Standby  Letter of Credit to each
of the Agent and the Borrowers  promptly  following the issuance thereof.  Fees,
Commissions and Other Charges. The Borrowers,  jointly and severally,  shall pay
to the Agent,  for the account of each  Issuing  Bank and the L/C  Participants,
with respect to each  Commercial  Letter of Credit issued by such Issuing Bank a
fee in an amount equal to 1% per annum on the amount available to be drawn under
each  Commercial  Letter  of  Credit  payable  on the date of  issuance  of such
Commercial Letter of Credit and shall be nonrefundable.
The Borrowers, jointly and severally, shall pay to the Agent, for the account of
each Issuing Bank and the L/C  Participants,  a letter of credit commission with
respect to each Standby  Letter of Credit issued by such Issuing Bank,  computed
for each day during  the  period for which  payment is due at the rate per annum
equal to the Applicable  Margin for the Facility in effect for Eurodollar  Loans
on such date  (calculated  on the basis of a 360 day year)  times the  aggregate
amount  available to be drawn under such Standby  Letter of Credit on such date.
Such commissions shall be payable quarterly, in advance, on each L/C Fee Payment
Date and shall be nonrefundable.
The Borrowers,  jointly and severally,  shall pay to the relevant  Issuing Bank,
for its own account a fronting fee in the amount equal to 1/4 of 1% per annum on
the face amount of each Standby  Letter of Credit issued by it. The fronting fee
shall  be  calculated  on the  basis of a 360 day  year  and  shall  be  payable
quarterly, in advance, on each L/C Fee Payment Date.
In addition to the foregoing fees and  commissions,  the Borrowers,  jointly and
severally,  shall  pay or  reimburse  each  Issuing  Bank  for such  normal  and
customary  costs and  expenses as are  incurred or charged by such  Issuing Bank
issuing, effecting payment under, amending or otherwise administering any Letter
of Credit issued by it.
The Agent shall,  promptly  following  its receipt  thereof,  distribute  to the
relevant Issuing Bank and the L/C Participants all fees and commissions received
by the Agent for their respective accounts pursuant to this subsection 3.3.

L/C Participations.
Each  Issuing  Bank  irrevocably  agrees to grant and hereby  grants to each L/C
Participant,  and,  to  induce  such  Issuing  Bank to issue  Letters  of Credit
hereunder,  each L/C Participant  irrevocably  agrees to accept and purchase and
hereby  accepts and purchases from the Issuing Bank, on the terms and conditions
hereinafter stated, for such L/C Participant's own account and risk an undivided
interest equal to such L/C  Participant's  Commitment  Percentage in the Issuing
Bank's obligations and rights under each Letter of Credit issued by it hereunder
and the amount of each  draft  paid by the  Issuing  Bank  thereunder.  Each L/C
Participant  unconditionally and irrevocably agrees with such Issuing Bank that,
if a draft is paid under any Letter of Credit for which such Issuing Bank is not
reimbursed  in full by the  Borrowers  in  accordance  with  the  terms  of this
Agreement,  such L/C  Participant  shall pay to such Issuing  Bank  (through the
Agent)  upon  demand  an  amount  equal  to such  L/C  Participant's  Commitment
Percentage  of the amount of such draft,  or any part  thereof,  which is not so
reimbursed.
If any amount  required  to be paid by any L/C  Participant  to an Issuing  Bank
pursuant  to  paragraph  3.4(a) in  respect of any  unreimbursed  portion of any
payment  made by such  Issuing  Bank under any Letter of Credit  issued by it is
paid to such Issuing  Bank within  three (3)  Business  Days after the date such
payment is due, such L/C Participant shall pay to such Issuing Bank (through the
Agent) on demand an amount equal to the product of (i) such  amount,  times (ii)
the daily average  Federal Funds Effective Rate, as quoted by such Issuing Bank,
during the period from and  including  the date such  payment is required to the
date on which such payment is immediately  available to such Issuing Bank, times
(iii) a fraction the numerator of which is the number of days that elapse during
such period and the  denominator of which is 360. If any such amount required to
be paid by any L/C Participant  pursuant to paragraph 4.4(a) is not in fact made
available to such Issuing Bank by such L/C Participant within three (3) Business
Days after the date such payment is due,  such Issuing Bank shall be entitled to
recover from such L/C Participant,  on demand, such amount with interest thereon
calculated  from such due date at the rate per annum  applicable  to Prime  Rate
Loans  hereunder.  A  certificate  of such  Issuing  Bank  submitted  to any L/C
Participant  (through the Agent)  shall,  to the extent  permitted by applicable
law, be prima facie evidence of any amounts owing under this subsection 3.4.
Whenever, at any time after an Issuing Bank has made payment under any Letter of
Credit  and has  received  from any L/C  Participant  its pro rata share of such
payment in accordance  with  subsection  3.4(a),  such Issuing Bank receives any
payment related to such Letter of Credit (whether directly from the Borrowers or
otherwise,  including  proceeds of  collateral  applied  thereto by such Issuing
Bank),  or any payment of interest on account  thereof,  such  Issuing Bank will
distribute  to the Agent  (for the  account  of such L/C  Participant)  such L/C
Participant's pro rata share thereof; provided,  however, that in the event that
any such payment  received by such Issuing Bank shall be required to be returned
by such Issuing  Bank,  such L/C  Participant  shall return to such Issuing Bank
(through the Agent) the portion thereof  previously  distributed by such Issuing
Bank to it.
Reimbursement Obligation of the Borrowers.
The Borrowers,  jointly and  severally,  agree to reimburse each Issuing Bank on
each date on which such  Issuing  Bank  notifies  the  Borrowers of the date and
amount of a draft  presented  under any Letter of Credit  issued by such Issuing
Bank and paid by such  Issuing Bank for the amount of (i) such draft so paid and
(ii) any taxes, fees, charges or other costs or expenses incurred by the Lenders
in connection with such payment. Each such payment shall be made to such Issuing
Bank at its address for notices  specified  herein in Dollars and in immediately
available funds.
Interest  shall  be  payable  on any and all  amounts  remaining  unpaid  by the
Borrowers  under this  subsection  3.5 from the date such amounts become payable
(whether at stated maturity, by acceleration or otherwise) until payment in full
at the rate which  would be payable on any  outstanding  Prime Rate Loans  which
were then overdue.
Each drawing  under any Letter of Credit shall  (unless it is  reimbursed by the
Borrowers on the date of drawing)  constitute a request by the  Borrowers to the
Agent for a  borrowing  pursuant  to  subsection  2.2 of Prime Rate Loans  under
Facility A in the amount of such  drawing.  The  borrowing  date with respect to
such borrowing shall be the date of such drawing.

Obligations Absolute.
The  Borrowers'   obligations  under  this  Section  3  shall  be  absolute  and
unconditional  under any and all  circumstances and irrespective of any set-off,
counterclaim  or  defense  to payment  which any  Borrower  may have or have had
against any Issuing Bank or any beneficiary of a Letter of Credit.
The Borrowers also agree with each Issuing Bank that such Issuing Bank shall not
be  responsible  for,  and  the  Borrowers'   Reimbursement   Obligations  under
subsection 3.5(a) shall not be affected by, among other things, (i) the validity
or genuineness  of documents or of any  endorsements  thereon,  even though such
documents shall in fact prove to be invalid,  fraudulent or forged,  or (ii) any
dispute  between  or among any  Borrower  and any  beneficiary  of any Letter of
Credit or any other party to which such Letter of Credit may be  transferred  or
(iii) any claims  whatsoever  of any Borrower  against any  beneficiary  of such
Letter of Credit or any such transferee.
No Issuing Bank shall be liable for any error,  omission,  interruption or delay
in  transmission,  dispatch  or  delivery  of any  message  or  advice,  however
transmitted,  in  connection  with any Letter of Credit  issued by such  Issuing
Bank,  except  for  errors or  omissions  caused by such  Issuing  Bank's  gross
negligence or willful misconduct.
The Borrowers agree that any action taken or omitted by an Issuing Bank under or
in connection  with any Letter of Credit or the related drafts or documents,  if
done in the absence of gross negligence or willful  misconduct and in accordance
with the  standards  of care  specified  in the Uniform  Commercial  Code of the
Commonwealth of Virginia, shall be binding on the Borrowers and shall not result
in any liability of such Issuing Bank to the Borrowers.
Notwithstanding  the foregoing,  in the event a Bank Default exists, the Issuing
Bank shall not be required to issue any Letter of Credit unless the Issuing Bank
has entered into arrangements  satisfactory to it and the Borrowers to eliminate
the Issuing  Bank's  additional  risk with respect to the  participation  in the
Letters of Credit of the  Defaulting  Lender or Defaulting  Lenders,  including,
without limitation,  by cash  collateralizing such Defaulting Lender or Lender's
Commitment  Percentage of the  applicable  outstanding  L/C  Obligations or by a
Non-Defaulting Lender or Non-Defaulting Lenders replacing such Defaulting Lender
or Defaulting Lenders with respect to such participation.
Letter  of Credit  Payments.  The  responsibility  of each  Issuing  Bank to the
Borrowers in connection with any draft presented for payment under any Letter of
Credit shall, in addition to any payment  obligation  expressly  provided for in
such Letter of Credit,  be limited to determining that the documents  (including
each  draft)  delivered  under  such  Letter of Credit in  connection  with such
presentment  are in conformity with such Letter of Credit.  Application.  To the
extent that any provision of any Application  related to any Letter of Credit is
inconsistent  with the  provisions  of this  Section 3, the  provisions  of this
Section 3 shall apply. PROVISIONS RELATING TO THE EXTENSIONS OF CREDIT; FEES AND
PAYMENTS  Repayment  of Loans;  Evidence  of Debt.  The  Borrowers,  jointly and
severally, hereby unconditionally promise to pay to the Agent for the account of
each applicable  Lender (i) the then unpaid principal amount of each Loan on the
Maturity  Date (or such  earlier  date on which the Loans become due and payable
pursuant to Section 9). The  Borrowers,  jointly and  severally,  hereby further
agree to pay interest on the unpaid  principal  amount of the Loans from time to
time outstanding from the date hereof until payment in full thereof at the rates
per annum, and on the dates, set forth in subsection 4.10.
Each Lender shall  maintain in accordance  with its usual practice an account or
accounts evidencing debt of the Borrowers to the Lender resulting from each Loan
of such  Lender  from time to time,  including  the  amounts  of  principal  and
interest payable and paid to such Lender from time to time under this Agreement.
The Agent shall  maintain  the  Register  pursuant to  subsection  11.8(d) and a
subaccount therein for each Lender, in which shall be recorded (i) the amount of
each  Facility A Loan and Facility B Loan made  hereunder,  the Type thereof and
each Interest  Period  applicable  thereto,  (ii) the amount of any principal or
interest due and payable or to become due and payable from the  Borrowers to the
Lenders  hereunder  and  (iii)  the  amount  of any sum  received  by the  Agent
hereunder from the Borrowers.
The entries  made in the  Register  and the  accounts of each Lender  maintained
pursuant to subsection 11.8(d) shall, to the extent permitted by applicable law,
be prima facie  evidence of the existence and amounts of the  obligations of the
Borrowers therein recorded; provided, however, that the failure of any Lender or
the Agent to maintain the Register or any such  account,  or any error  therein,
record or any error in any record shall not in any manner affect the  obligation
of the  Borrowers  to repay  (with  applicable  interest)  the Loans made to the
Borrowers by the Lenders in accordance with the terms of this Agreement.
The  Borrowers  agree that,  upon request of any Lender  through the Agent,  the
Borrowers  will execute and deliver to such Lender (i) a promissory  note of the
Borrowers  evidencing  the  Facility  A Loan  of the  Lender  to the  Borrowers,
substantially  in the form of Exhibit A ("Facility  A Note"),  (ii) a promissory
note of the  Borrowers  evidencing  the  Swing  Line  Loan of the  Lender to the
Borrowers,  substantially in the form of Exhibit A-1 (the "Swing Line Note") and
(iii) a promissory  note of the Borrowers  evidencing the Facility B Loan of the
Lender to the  Borrowers,  substantially  in the form of Exhibit B  ("Facility B
Note").

Facility and Commitment Fees.
The Borrowers, jointly and severally, agree to pay to the Agent, for the account
of each  Lender,  on the Closing  Date,  the Facility  Fee.  (i) The  Borrowers,
jointly and severally, agree to pay to the Agent, for the account of each Lender
the Commitment Fee. (ii) Such Commitment Fee shall be calculated on the basis of
a  365/366  day year as the case may be.  (iii)  Such  Commitment  Fee  shall be
payable quarterly, in arrears, on the last Business Day of each June, September,
December and March and the Maturity Date or such earlier date as the Commitments
shall  terminate  as provided  herein,  commencing  on June 30,  1999.  Optional
Prepayments.  The  Borrowers  may at any time and from time to time  prepay  the
Prime Rate Loans, in whole or in part,  without  premium or penalty,  subject to
the provisions of 4.6.
The  Borrowers,  with the consent of the Agent  (which in each case shall not be
unreasonably  withheld),  may at any  time  and  from  time to time  prepay  the
Eurodollar  Loans, in whole or in part,  without premium or penalty  (subject to
the  provisions of subsections  4.7 and 4.17),  upon at least three (3) Business
Days' notice to the Agent  (which  notice must be received by the Agent prior to
11:00 A.M.,  Charlotte,  North Carolina time, on the date upon which such notice
is due and shall be  irrevocable  by the  Borrowers  except in  connection  with
prepayments  that  are  contingent  on  Net  Proceeds  to  the  extent  of  such
contingency)  specifying the date and amount of prepayment.  Upon receipt of any
such notice,  the Agent shall  promptly  notify each Lender and the Borrowers of
its  consent  or its  rejection  thereof.  If any  such  notice  is given by the
Borrowers and not withdrawn as permitted hereunder or rejected prior to the date
upon which such  payment is made,  the amount  specified in such notice shall be
due and payable on the date specified therein, together with any amounts payable
pursuant to subsection 4.17.
Partial  prepayments shall be in an aggregate principal amount of $100,000 or an
integral multiple thereof or in the amount of the outstanding Loans.
For so long as no Default or Event of Default has  occurred  and is  continuing,
the Borrowers may elect the  application of  prepayments to the Facilities  made
pursuant to this  subsection 4.3,  provided that unless the Borrowers  otherwise
elect, the application of prepayments  under each Facility made pursuant to this
subsection  4.3 shall be made,  first,  to Prime Rate and second,  to Eurodollar
Loans.
Optional  Termination or Reduction of Commitments.  The Borrowers shall have the
right,  upon not less than three (3)  Business  Days'  notice to the  Agent,  to
terminate  the  Commitments  or, from time to time,  to reduce the amount of the
Commitments;  provided that with respect to either  Facility A or Facility B, no
such termination or reduction shall be permitted with respect to the Commitments
of such  Facility  to the extent  that after  giving  effect  thereto and to any
prepayments  of the Loans made  thereunder  on the effective  date thereof,  the
aggregate  principal amount of such Loans then outstanding when added to the sum
of then  outstanding (x) aggregate  principal amount of the Swing Line Loans and
(y) L/C  Obligations,  would  exceed the  Commitments  then in effect.  Any such
reduction  shall be in an amount  equal to $100,000  or an integral  multiple in
excess thereof and shall reduce  permanently  the affected  Commitments  then in
effect.  Mandatory Reduction of Commitments and Prepayments.  If at any time the
Facility A Aggregate  Extensions of Credit for all Lenders  exceed the lesser of
the Loan Value of Eligible Receivables and the aggregate Facility A Commitments,
the Borrowers,  jointly and  severally,  shall  immediately  repay the aggregate
Facility  A Loans,  the Swing Line Loans  and/or  deposit in the L/C  Collateral
Account  an  amount  equal to the  amount  that may be drawn  under  outstanding
Letters of Credit  (whether  or not the  beneficiaries  of the then  outstanding
Letters of Credit shall have presented the documents required thereunder),  such
repayments and deposits to be in an aggregate amount equal to such excess.
The aggregate  Facility B Commitment  shall decrease by $5,000,000.00 on each of
June 30, 1999, June 30, 2000 and June 30, 2001, each decrease to be allocated to
the Lenders pro rata based on their respective Facility B Commitment.
If at any time the Facility B Aggregate Outstanding  Extensions of Credit of all
Lenders exceed the aggregate Facility B Commitments,  the Borrowers, jointly and
severally,  shall  immediately repay the Facility B Loans, such repayments to be
in an aggregate amount equal to such excess.
The Borrowers,  jointly and severally, shall as promptly as is practicable (and,
in any event, within one (1) Business Day following the receipt thereof),  repay
the Facility A Loans, repay the Swing Line Loans, repay the Facility B Loans and
reduce the Facility B Commitments by the amount equal to the aggregate amount of
Net  Proceeds  received  from  any Net  Proceeds  Event;  provided  that no such
repayment and  reduction  shall be due pursuant to this  subsection  4.5(c) with
respect to any Net  Proceeds  Event on account  of: the sale,  transfer or other
disposition  by a Borrower or any of its  Subsidiaries  of any real or personal,
tangible or  intangible,  property of a Borrower  and its  Subsidiaries,  to the
extent that the Net Proceeds from such sale,  transfer or other  disposition (in
the aggregate  with the Net Proceeds  from all other sales,  transfers and other
dispositions  occurring  during the fiscal year) is less than  $250,000;  or the
recovery by a Borrower of amounts owing to it under property  insurance policies
except, to the extent that (1) such recoveries  exceed the reasonably  estimated
cost of  replacing  the  property on account of which such  amounts were paid to
such Borrower and its  Subsidiaries or (2) such Borrower and its Subsidiaries do
not replace such property  within one hundred eighty (180) days. Any payments of
the Loans and reductions of the Commitments  made pursuant to subsection  4.5(c)
shall be applied,  first,  to repay the Swing Line Loans and to reduce the Swing
Line  Commitments,  second to repay  the  Facility  B Loans  and to  reduce  the
Facility  B  Commitments  and third to repay the  Facility  A Loans.  Unless the
Borrowers  otherwise elect,  the application of prepayments  under each Facility
made pursuant to this  subsection 4.5 shall be made,  first, to Prime Rate Loans
and second, to Eurodollar Loans.
Application  of  Payments.  Any  payments  of the  Loans and  reductions  of the
Commitments made pursuant to subsections 4.3, 4.4 or 4.5 shall not be applied to
the  prepayment  of the  Loans of a  Defaulting  Lender  at any time  under  the
Facility when the aggregate amount of Loans of any Non-Defaulting Lender exceeds
such   Non-Defaulting   Lender's   Commitment   Percentage  of  all  Loans  then
outstanding.  Prepayment  Premium.  If any  Borrower  prepays any portion of the
Loans with the proceeds of a loan from a  commercial  bank,  finance  company or
other lender of a type that is a competitor of the Agent, the Borrowers, jointly
and  severally,  shall pay to the Agent,  not later than the next  Business  Day
after the date of such prepayment, a prepayment premium of 1% on any outstanding
obligations so repaid.  The Agent shall distribute to the Lenders their pro rata
share of such prepayment premium.

Conversion and Continuation Options.
A Borrower may elect from time to time to convert Eurodollar Loans to Prime Rate
Loans by  delivering  to the Agent an  irrevocable  Notice of Borrowing by 10:00
A.M.,  Charlotte,  North  Carolina  time, on the requested  date of  conversion;
provided that any such  conversion  of Eurodollar  Loans may only be made on the
last day of an Interest Period with respect  thereto.  A Borrower may elect from
time to time to convert  Prime Rate Loans to  Eurodollar  Loans by delivering to
the Agent an  irrevocable  Notice of Borrowing by 10:00 A.M.,  Charlotte,  North
Carolina  time,  at  least  three  (3)  Business  Days  prior  to the  requested
conversion  date.  Any such Notice of Borrowing  with respect to a conversion to
Eurodollar  Loans shall  specify the length of the  initial  Interest  Period or
Interest  Periods  therefor.  Upon receipt of any such Notice of  Borrowing  the
Agent shall promptly notify each Lender thereof.  All or any part of outstanding
Eurodollar  Loans and Prime  Rate Loans may be  converted  as  provided  herein,
provided  that (i) no Loan may be  converted  into a  Eurodollar  Loan  when any
Default or Event of Default has occurred and is continuing  and the Agent has or
the Majority  Lenders have  determined that such a conversion is not appropriate
and (ii) no Loan may be converted into a Eurodollar  Loan after the date that is
one (1) month prior to the Maturity Date. Any Prime Rate Loan not converted to a
Eurodollar Loan hereunder shall continue as an Prime Rate Loan.
Any  Eurodollar  Loans may be continued as such upon the  expiration of the then
current  Interest  Period with respect  thereto by a Borrower  delivering to the
Agent an  irrevocable  Notice of Borrowing,  in accordance  with the  applicable
provisions of the term  "Interest  Period" set forth in  subsection  1.1, of the
length of the next Interest Period to be applicable to such Loans, provided that
no  Eurodollar  Loan may be  continued as such (i) when any Event of Default has
occurred  and is  continuing  and the Agent  has or the  Majority  Lenders  have
determined  that such a continuation  is not  appropriate or (ii) after the date
that is one (1) month prior to the Maturity Date, and provided, further, that if
a  Borrower  shall  fail to give  such  notice  or if such  continuation  is not
permitted such Loans shall be automatically converted to Prime Rate Loans on the
last day of such then expiring Interest Period.  Upon receipt of any such Notice
of Borrowing the Agent shall promptly notify each Lender thereof.

Minimum Amounts and Maximum Number of Tranches.
All borrowings,  conversions and continuations of Eurodollar Loans hereunder and
all  selections of Interest  Periods  hereunder  shall be in such amounts and be
made  pursuant to such  elections so that,  after  giving  effect  thereto,  the
aggregate principal amount of the Eurodollar Loans comprising each Tranche shall
be equal to $100,000 or a whole  multiple in excess  thereof.  In no event shall
there be more than ten (10)  Tranches of  Eurodollar  Loans  outstanding  at any
time.
All  borrowings and  repayments of Prime Rate Loans  hereunder  shall be in such
amounts so that, after giving effect thereto,  the aggregate principal amount of
the Prime Rate Loans shall be equal to  $100,000  or a whole  multiple in excess
thereof, or if less, the remaining available Commitments hereunder.
Interest Rates and Payment Dates.
Each  Eurodollar  Loan shall bear  interest  for each day during  each  Interest
Period with  respect  thereto at a rate per annum equal to the  Eurodollar  Rate
determined for such day plus the Applicable Margin in effect for such day.
Each Prime Rate Loan shall bear  interest for each day at a rate per annum equal
to the Prime Rate plus the Applicable Margin in effect for such day.
If all or a  portion  of any  principal  of any Loan  shall not be paid when due
(whether at the stated maturity,  by acceleration or otherwise),  such principal
amount of the Loan shall  bear  interest  at a rate per annum  which is the rate
that would otherwise be applicable thereto pursuant to the foregoing  provisions
of this subsection 4.10(c) plus 2%.
Interest on each Loan shall be payable in arrears on each Interest  Payment Date
provided that  interest  accruing  pursuant to paragraph (c) of this  subsection
4.10 shall be payable from time to time on demand.
Notwithstanding anything to the contrary contained herein, in no event shall the
Borrowers be obligated to pay interest in excess of the maximum  amount which is
chargeable under applicable law.

Computation of Interest and Fees.
Fees shall be calculated in accordance with  subsection  4.2.  Interest shall be
calculated on the basis of a 360-day year for the actual days elapsed. The Agent
shall as soon as  practicable  notify  the  Borrowers  and the  Lenders  of each
determination  of a Eurodollar  Rate.  Any change in the interest rate on a Loan
resulting  from  a  change  in  the  Prime  Rate  or  the  Eurocurrency  Reserve
Requirements  shall become effective as of the opening of business on the day on
which such change becomes effective.
Each determination of an interest rate by the Agent pursuant to any provision of
this Agreement  shall be conclusive and binding on the Borrowers and the Lenders
in the  absence  of  manifest  error.  The Agent  shall,  at the  request of the
Borrowers,  deliver to the Borrowers a statement  showing the quotations used by
the Agent in determining any interest rate pursuant to subsection 4.10(a).
Inability to Determine  Interest Rate. If prior to the first day of any Interest
Period: the Agent shall have determined (which determination shall be conclusive
and binding upon the Borrowers in the absence of manifest error) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate for such Interest Period;  or the
Agent  shall have  received  notice  from any Lender  that the  Eurodollar  Rate
determined or to be determined for such Interest  Period will not adequately and
fairly  reflect  the cost to such  Lender  (as  conclusively  certified  by such
Lender),  of making or  maintaining  their  affected  Loans during such Interest
Period;
the Agent shall give telecopy or telephonic  notice thereof to the Borrowers and
the Lenders as soon as practicable  thereafter.  If such notice is given (x) any
Eurodollar  Loans  requested to be made on the first day of such Interest Period
shall be made as Prime  Rate  Loans and (y) any  Loans  that on the first day of
such Interest Period were to have been continued as, or converted to, Eurodollar
Loans shall be converted to or continued as Prime Rate Loans.  Until such notice
has been withdrawn by the Agent, no further  Eurodollar  Loans shall be made, or
as of the first day of the immediately succeeding Interest Period,  continued as
such,  nor shall any  Borrower  have the right to  convert  Loans to  Eurodollar
Loans.

Pro Rata Treatment and Payments.
Each  borrowing  by a Borrower  from the Lenders  hereunder,  each  payment by a
Borrower on account of any  Facility  Fee  hereunder  and any  reduction  of the
Commitments  of the Lenders shall be made pro rata  according to the  respective
relevant Commitment Percentages of the Lenders holding obligations in respect of
which such amounts were paid.  Each payment  (including  each  prepayment)  by a
Borrower on account of principal of and (subject to the provisions of subsection
4.14)  interest on the Loans shall be made pro rata  according to the respective
outstanding principal amounts of such Loans then held by the Lenders.  Except as
otherwise set forth herein, all payments  (including  prepayments) to be made by
the  Borrowers  hereunder,  whether on account of principal,  interest,  fees or
otherwise, shall be made without set off or counterclaim and shall be made prior
to 2:00 P.M.,  Charlotte,  North  Carolina  time, on the due date thereof to the
Agent,  for  the  account  of the  applicable  Lenders,  at the  Agent's  office
specified in subsection 11.3, in Dollars and in immediately available funds. The
Agent shall  distribute  such  payments to the Lenders  holding  obligations  on
account of which such amounts were paid  promptly  upon receipt in like funds as
received. If any payment hereunder becomes due and payable on a day other than a
Business  Day, such payment  shall be extended to the next  succeeding  Business
Day,  and,  with respect to payments of  principal,  interest  thereon  shall be
payable at the then applicable rate during such extension.
Unless the Agent shall have been  notified  in writing by any Lender  prior to a
borrowing  that such Lender will not make the amount that would  constitute  its
relevant  Commitment  Percentage of such borrowing  available to the Agent,  the
Agent may assume that such Lender is making such amount  available to the Agent,
and the Agent may, in  reliance  upon such  assumption,  make  available  to the
Borrowers a  corresponding  amount.  If such amount is not made available to the
Agent by the required time on the borrowing date therefor, such Lender shall pay
to the Agent,  on demand,  such amount with interest  thereon at a rate equal to
the daily average  Federal Funds Effective Rate for the period until such Lender
makes such amount immediately available to the Agent. A certificate of the Agent
submitted to any Lender shall,  to the extent  permitted by  applicable  law, be
prima facie  evidence of any amounts owing under this  subsection  4.13. If such
Lender's relevant Commitment  Percentage of such borrowing is not made available
to the Agent by such Lender  within  three (3) Business  Days of such  borrowing
date,  the Agent  shall also be entitled  to recover  such amount with  interest
thereon  at the rate per annum  applicable  to Prime Rate  Loans  hereunder,  on
demand, jointly and severally, from the Borrowers.

Illegality.  Notwithstanding  any other provision  herein, if the adoption of or
any change in any  Requirement  of Law or in the  interpretation  or application
thereof,  in each case after the Closing  Date,  shall make it unlawful  for any
Lender to make or maintain  Eurodollar  Loans as contemplated by this Agreement,
(a) the commitment of such Lender hereunder to make Eurodollar  Loans,  continue
Eurodollar  Loans as such and convert Prime Rate Loans to Eurodollar Loans shall
forthwith  be  suspended  and (b) the Loans of such Lender then  outstanding  as
Eurodollar  Loans, if any, shall be converted  automatically to Prime Rate Loans
on the respective last days of the then current Interest Periods with respect to
such  Loans or within  such  earlier  period  as  required  by law.  If any such
conversion of a Eurodollar Loan occurs on a day which is not the last day of the
then current  Interest Period with respect thereto,  the Borrowers,  jointly and
severally,  shall pay to such  Lender such  amounts,  if any, as may be required
pursuant to subsection 4.17.

Requirements of Law.
If  the  adoption  of or  any  change  in  any  Requirement  of  Law  or in  the
interpretation  or  application  thereof or  compliance  by any Lender  with any
request or  directive  (whether or not having the force of law) from any central
bank or other Governmental  Authority, in each case, made subsequent to the date
hereof:  shall subject any Lender to any tax of any kind whatsoever with respect
to this  Agreement,  any Note,  any Letter of  Credit,  any  Application  or any
Eurodollar  Loan made by it, or change the basis of taxation of payments to such
Lender in respect thereof (except for  Non-Excluded  Taxes covered by subsection
4.16 and changes in the rate of net income taxes or franchise  taxes (imposed in
lieu of net  income  taxes)  of  such  Lender);  shall  impose,  modify  or hold
applicable any reserve, special deposit,  compulsory loan or similar requirement
against assets held by, deposits or other  liabilities in or for the account of,
advances,  loans or other  extensions of credit by, or any other  acquisition of
funds by, any  office of such  Lender  which is not  otherwise  included  in the
determination  of the Eurodollar Rate hereunder;  or shall impose on such Lender
any other  condition;  and the result of any of the foregoing is to increase the
cost to such Lender, by a material amount of making, converting into, continuing
or maintaining Eurodollar Loans or issuing or participating in Letters of Credit
or to reduce any amount  receivable  hereunder in respect thereof,  then, in any
such case, the Borrowers,  jointly and severally, shall promptly pay such Lender
within fifteen (15) days after written request  therefor such additional  amount
or amounts as will  compensate  such Lender for such  increased  cost or reduced
amount receivable.

If any Lender  shall have  determined  that the adoption of or any change in any
Requirement  of Law  regarding  capital  adequacy  or in the  interpretation  or
application  thereof,  in each case, after the date hereof, or compliance by any
corporation  controlling  such Lender with any  request or  directive  regarding
capital  adequacy  (whether  or not  having  the  force  of law,  if  compliance
therewith is a customary banking practice) from any Governmental  Authority made
subsequent  to the date  hereof  shall have the effect of  reducing  the rate of
return on such Lender's or such  corporation's  capital as a consequence  of its
obligations  hereunder or under any Letter of Credit to a level below that which
such  Lender or such  corporation  could have  achieved  but for such  adoption,
change or compliance by the Lender (taking into  consideration  such Lender's or
such  corporation's  policies  with  respect to capital  adequacy) by a material
amount, then from time to time, the Borrowers,  jointly and severally, shall pay
to such Lender such additional  amount or amounts as will compensate such Lender
within fifteen (15) days after written request therefor for such reduction.
If any Lender becomes entitled to claim any additional  amounts pursuant to this
subsection 4.15, such Lender shall promptly notify the Borrowers (with a copy to
the  Agent)  of the event by reason  of which it has  become  so  entitled.  The
agreements  in this  subsection  4.15  shall  survive  the  termination  of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

Taxes.
All payments made by the Borrowers  under this  Agreement and any Notes shall be
made free and clear of, and without  deduction or withholding  for or on account
of, any present or future income, stamp or other taxes, levies, imposts, duties,
charges,  fees,  deductions or withholdings,  now or hereafter imposed,  levied,
collected,  withheld or assessed by any  Governmental  Authority,  excluding net
income taxes and franchise  taxes  (imposed in lieu of net income taxes) imposed
on the Agent or any Lender as a result of a present or former connection between
the Agent or such  Lender and the  jurisdiction  of the  Governmental  Authority
imposing such tax or any political  subdivision or taxing  authority  thereof or
therein (other than any such  connection  arising solely from the Lenders having
executed, delivered or performed its obligations or received a payment under, or
enforced,  this Agreement or any Note). If any such non-excluded taxes,  levies,
imposts,  duties,  charges,  fees,  deductions  or  withholdings  ("Non-Excluded
Taxes") are  required to be  withheld  from any amounts  payable to Agent or any
Lender  hereunder or under any Note, the amounts so payable to the Agent or such
Lender shall be increased to the extent  necessary to yield to the Agent or such
Lender  (after  payment of all  Non-Excluded  Taxes)  interest or any such other
amounts  payable  hereunder  at the rates or in the  amounts  specified  in this
Agreement.  Whenever  any  Non-Excluded  Taxes are payable by any  Borrower,  as
promptly as possible  thereafter  the Borrowers  shall send to the Agent for its
own account or for the account of such  Lender,  as the case may be, a certified
copy of an original  official receipt received by the Borrowers  showing payment
thereof.  If the Borrowers  fail to pay any  Non-Excluded  Taxes when due to the
appropriate taxing authority or fail to remit to the Agent the required receipts
or other required documentary  evidence,  the Borrowers,  jointly and severally,
shall indemnify the Agent and the Lenders for any incremental taxes, interest or
penalties that become payable by the Agent or any Lender as a result of any such
failure. The agreements in this subsection 4.16 shall survive the termination of
this  Agreement  and the  payment  of the Loans and all  other  amounts  payable
hereunder.
Each  Lender  that is not  incorporated  under the laws of the United  States of
America or a state thereof shall:
deliver  to the  Borrowers  and the Agent (A) two duly  completed  copies of the
United  States  Internal  Revenue  Service  Form  1001  or  4224,  or  successor
applicable  form, as the case may be, and (B) an Internal  Revenue  Service Form
W-8 or W-9, or successor  applicable  form,  as the case may be;  deliver to the
Borrowers and the Agent two further copies of any such form or  certification on
or before  the date  that any such  form or  certification  expires  or  becomes
obsolete and after the  occurrence  of any event  requiring a change in the most
recent  form  previously  delivered  by it to the  Borrowers;  and  obtain  such
extensions of time for filing and complete such forms or  certifications  as may
reasonably be requested by the  Borrowers or the Agent;  unless in any such case
an  event  (including,   without  limitation,  any  change  in  treaty,  law  or
regulation)  has  occurred  prior to the date on which any such  delivery  would
otherwise be required which renders all such forms  inapplicable  or which would
prevent  such  Lender from duly  completing  and  delivering  any such form with
respect  to it and such  Lender so advises  the  Borrowers  and the Agent.  Such
Lender shall certify (i) in the case of a Form 1001 or 4224, that it is entitled
to receive payments under this Agreement without deduction or withholding of any
United States federal income taxes and (ii) in the case of Form W-8 or W-9, that
it is entitled to an exemption from United States backup  withholding  tax. Each
Person that shall become a Lender or a Participant  pursuant to subsection  11.8
shall, upon the  effectiveness of the related  transfer,  be required to provide
all of the forms and  statements  required  pursuant  to this  subsection  4.16,
provided that in the case of a Participant  such  Participant  shall furnish all
such  required  forms and  statements  to the  Lender  from  which  the  related
participation shall have been purchased.

If any Lender  shall  receive a credit or refund  from a taxing  authority  with
respect  to,  and  actually  resulting  from,  an amount of  Non-Excluded  Taxes
actually paid to or on behalf of such Lender by the Borrowers (a "Tax  Credit"),
such Lender shall promptly notify the Borrowers of such Tax Credit.  If such Tax
Credit  is  received  by such  Lender  in the form of cash,  such  Lender  shall
promptly  pay to the  Borrowers  the amount so received  with respect to the Tax
Credit.  If such Tax Credit is not  received by such Lender in the form of cash,
such  Lender  shall pay the  amount of such Tax  Credit  not later than the time
prescribed  by  applicable  Law for filing the return  (including  extensions of
time) for such Lenders'  taxable  period which includes the period in which such
Lender  receives  the  economic  benefit of such Tax Credit.  In any event,  the
amount of any Tax Credit  payable by a Lender to the Borrowers  pursuant to this
clause (c) shall not exceed the actual  amount of cash  refunded  to, or credits
received and usable (in accordance with the actual practices then in use by such
Lender) by, such Lender from a taxing  authority.  In determining  the amount of
any Tax Credit,  a Lender may use such  apportionment  and attribution  rules as
such Lender customarily employs in allocating taxes among its various operations
and income sources and such  determination  shall be conclusive  absent manifest
error. The Borrowers, jointly and severally, further agree promptly to return to
a Lender the amount paid to the  Borrowers  with respect to a Tax Credit by such
Lender if such Lender is required to repay,  or is  determined  to be ineligible
for, a Tax Credit for such  amount.  Notwithstanding  anything  to the  contrary
contained  herein,  the Borrowers hereby  acknowledge and agree that (i) neither
the Agent nor any Lender  shall be  obligated  to  provide  the  Borrowers  with
details of the tax position of the Agent or such Lender (as the case may be) and
(ii) the  Borrowers  shall have no right to inspect any records  (including  tax
returns) of the Agent or such Lender (as the case may be).
Indemnity. The Borrowers,  jointly and severally, agree to indemnify each Lender
and to hold each  Lender  harmless  from any loss or expense  which such  Lender
sustains  or incurs as a  consequence  of (a)  failure by a  Borrower  to make a
borrowing of,  conversion into or  continuation  of Eurodollar  Loans after such
Borrower  has  given a  notice  requesting  the  same  in  accordance  with  the
provisions of this  Agreement,  (b) failure by a Borrower to make any prepayment
after such Borrower has given a notice thereof in accordance with the provisions
of this  Agreement or (c) the making of a prepayment or payment of the principal
amount of any Eurodollar Loans on a day which is not the last day of an Interest
Period  with   respect   thereto  as  required   under  this   Agreement.   Such
indemnification  may include an amount  equal to the excess,  if any, of (i) the
amount of interest which would have accrued on the amount so prepaid,  or not so
borrowed,  converted  or  continued,  for  the  period  from  the  date  of such
prepayment or of such failure to borrow,  convert or continue to the last day of
such  Interest  Period  (or,  in the case of a failure  to  borrow,  convert  or
continue  the  Interest  Period  that would have  commenced  on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding,  however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) which
would have  accrued to such  Lender on such  amount by  placing  such  amount on
deposit for a comparable  period with leading banks in the interbank  eurodollar
market.  This covenant  shall survive the  termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.  Change of Lending
Office.  Each  Lender  agrees  that if it makes any  demand  for  payment  under
subsection  4.15 or 4.16(a),  or if any adoption or change of the type described
in  subsection  4.14  shall  occur with  respect  to it, it will use  reasonable
efforts   (consistent   with  its  internal  policy  and  legal  and  regulatory
restrictions and so long as such efforts would not be  disadvantageous to it, as
determined in its good faith discretion) to designate a different lending office
if the making of such a  designation  would  reduce or obviate  the need for the
Borrowers to make payments under subsection 4.15 or 4.16(a),  or would eliminate
or reduce the effect of any  adoption or change  described in  subsection  4.14.
REPRESENTATIONS  AND  WARRANTIES  To  induce  the  Lenders  to enter  into  this
Agreement  and to make the Loans  and issue or  participate  in the  Letters  of
Credit the Borrowers hereby, jointly and severally, represent and warrant to the
Agent and each Lender that: Financial Condition.  The consolidated balance sheet
of ACS Inc. and its consolidated  Subsidiaries as at September 30, 1998, and the
related  consolidated  statements  of income and cash flows for the fiscal  year
ended on such date, as reported on by Arthur Andersen,  LLP, a copy of which has
heretofore  been  furnished  to the Agent,  is complete and correct and presents
fairly in all material  respects the  consolidated  financial  condition of such
Borrower and its consolidated Subsidiaries as at such date, and the consolidated
results of their  operations for the fiscal year then ended.  All such financial
statements,  including  the  related  schedules  and  notes  thereto,  have been
prepared in accordance with GAAP.  Neither ACS Inc. nor any of its  consolidated
Subsidiaries  had,  at the date of the most  recent  balance  sheet  referred to
above, any material Guarantee Obligation,  contingent liability or liability for
taxes,  or any  long-term  lease or  unusual  forward or  long-term  commitment,
including,  without  limitation,  any interest rate or foreign  currency swap or
exchange  transaction,  which is not reflected in the foregoing statements or in
the notes  thereto.  Except to the extent  permitted  under this Agreement or as
disclosed  to the Agent prior to the date  hereof,  or as  otherwise  separately
disclosed to the Agent in writing  prior to the date  hereof,  there has been no
sale,  transfer  or other  disposition  by ACS Inc.  or any of its  consolidated
Subsidiaries  of any part of its  business  or property  (including  any capital
stock of any other Person)  material in relation to the  consolidated  financial
condition of ACS Inc. and its  consolidated  Subsidiaries  at September 30, 1998
during the period from  September  30, 1998 and  including  the date hereof.  No
Change.  Since September 30, 1998,  there has been no development or event which
has had or could  reasonably  be  expected  to have a Material  Adverse  Effect.
Disclosure.  No  information,  schedule,  exhibit  or report  or other  document
furnished by each Borrower or any of its Subsidiaries to the Agent or any Lender
in connection  with the negotiation of this Agreement or any other Loan Document
(or  pursuant to the terms hereof or thereof),  as such  information,  schedule,
exhibit or report or other document has been amended, supplemented or superseded
by any other  information,  schedule,  exhibit or report or other document later
delivered to the same parties receiving such information,  schedule,  exhibit or
report or other document, contained any material misstatement of fact or omitted
to state a material fact or any fact necessary to make the statements  contained
therein, in light of the circumstances when made, not materially misleading. Any
projections  so  furnished  by each  Borrower  or any of its  Subsidiaries  (the
"Projections")  at the time  delivered,  were based on good faith  estimates and
assumptions made by the management of such Borrower and, as of the date of their
delivery,  management  of such  Borrower  believed  that  the  Projections  were
reasonable,  it being recognized,  however, that projections as to future events
are not to be viewed as facts and that the actual  results  during the period or
periods  covered by the  Projections  may differ from the projected  results and
that the differences may be material. Corporate Existence;  Compliance with Law.
Each of the  Borrowers  and  each  of its  respective  Subsidiaries  (a) is duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its organization, (b) has the corporate power and authority, and
the legal  right,  to own and operate  its  property,  to lease the  property it
operates as lessee and to conduct the business in which it is currently engaged,
(c) is duly  qualified as a foreign  corporation  and in good standing under the
laws of each jurisdiction where its ownership, lease or operation of property or
the conduct of its business  requires such  qualification,  except to the extent
that all failures to be so qualified could not, in the aggregate,  reasonably be
expected to have a Material  Adverse  Effect and (d) is in  compliance  with all
Requirements  of Law except to the extent that all failures to comply  therewith
could not, in the aggregate,  reasonably be expected to have a Material  Adverse
Effect. Corporate Power, Authorization,  Enforceable Obligations.  Each Borrower
has the corporate power and authority, and the legal right, to make, deliver and
perform the Loan  Documents to which it is a party and to borrow  hereunder  and
has taken all  necessary  corporate  action to authorize  the  borrowings on the
terms and  conditions  of this  Agreement  and any Notes  and to  authorize  the
execution,  delivery  and  performance  of the Loan  Documents  to which it is a
party. No consent or authorization of, filing with, notice to or other act by or
in respect of, any  Governmental  Authority  or any other  Person is required in
connection  with  the  borrowings  hereunder  or with the  execution,  delivery,
performance,  validity  or  enforceability  of the Loan  Documents  to which the
Borrower is a party (other than filings to perfect  security  interests  granted
pursuant to the Security  Agreements).  This  Agreement has been, and each other
Loan  Document to which it is a party will be, duly  executed  and  delivered on
behalf  of each  Borrower.  This  Agreement  constitutes,  and each  other  Loan
Document to which it is a party when executed and delivered will  constitute,  a
legal,  valid and binding obligation of each Borrower  enforceable  against each
Borrower in  accordance  with its terms,  subject to the effects of  bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium and other similar
laws relating to or affecting  creditors'  rights  generally,  general equitable
principles  (whether  considered  in a  proceeding  in  equity or at law) and an
implied  covenant of good faith and fair dealing.  No Legal Bar. The  execution,
delivery  and  performance  of the Loan  Documents  to which each  Borrower is a
party,  the  borrowings  hereunder and the use of the proceeds  thereof will not
violate any Requirement of Law or Contractual  Obligation of such Borrower or of
any of its  Subsidiaries,  except any violation  which would not have a Material
Adverse Effect and will not result in, or require, the creation or imposition of
any Lien on any of its or their  respective  properties or revenues  pursuant to
any such Requirement of Law or Contractual  Obligation other than any Lien which
would not have a Material  Adverse  Effect.  No Material  Litigation.  Except as
otherwise  disclosed  to the Agent,  as listed on  Schedule  IX, no  litigation,
investigation  or  proceeding  of  or  before  any  arbitrator  or  Governmental
Authority is pending or, to the  knowledge  of any  Borrower,  threatened  by or
against any Borrower or any of its  Subsidiaries  or against any of its or their
respective  properties or revenues (a) with respect to any of the Loan Documents
or any of the transactions  contemplated  hereby or thereby,  or (b) which could
reasonably be expected to have a Material  Adverse Effect.  No Default.  Neither
any Borrower nor any of its  Subsidiaries is in default under or with respect to
any of its  Contractual  Obligations  in any respect  which could  reasonably be
expected to have a Material  Adverse Effect.  No Default or Event of Default has
occurred and is continuing.  Ownership of Property, Liens. Each of the Borrowers
and each of its respective  Subsidiaries  has good and  marketable  title in fee
simple to, or a valid  leasehold  interest in, all its real  property,  and good
title to, or a valid leasehold  interest in all its other property,  and none of
such  property is subject to any Lien except as  permitted  by  subsection  8.3.
Intellectual  Property.  Each  of the  Borrowers  and  each  of  its  respective
Subsidiaries  owns,  or  is  licensed  to  use,  all  trademarks,  trade  names,
copyrights,  technology, know-how and processes necessary for the conduct of its
business as currently  conducted,  except for those for which the failure to own
or license  which could not be expected to have a Material  Adverse  Effect (the
"Intellectual  Property").  No claim has been  asserted  and is  pending  by any
Person  challenging or questioning the use of any such Intellectual  Property or
the  validity or  effectiveness  of any such  Intellectual  Property  which,  if
accurate,  could  reasonably be expected to have a Material  Adverse  Effect nor
does any  Borrower  know of any  valid  basis  for any such  claim.  To the best
knowledge  of  each  Borrower,  the use of such  Intellectual  Property  by each
Borrower  and its  Subsidiaries  does not  infringe on the rights of any Person,
except for such  claims and  infringements  that,  in the  aggregate,  could not
reasonably be expected to have a Material  Adverse  Effect.  Taxes.  Each of the
Borrowers  and each of its  respective  Subsidiaries  has  filed or caused to be
filed all material tax returns  which,  to the knowledge of such  Borrower,  are
required to be filed and has paid all material taxes shown to be due and payable
on said returns or on any assessments made against it or any of its property and
all other taxes,  fees or other charges  imposed on it or any of its property by
any  Governmental  Authority (other than any the amount or validity of which are
currently  being  contested in good faith by  appropriate  proceedings  and with
respect to which  reserves  in  conformity  with GAAP have been  provided on the
books of the Borrower or its Subsidiaries, as the case may be and other than any
failure to pay of which would not have a Material Adverse  Effect);  no tax Lien
has been  filed,  other than Liens  permitted  by  subsection  8.3,  and, to the
knowledge of each Borrower, no claim is being asserted, with respect to any such
tax, fee or other charge.  Federal  Regulations.  No part of the proceeds of any
Loans will be used in any manner which would violate, or result in the violation
of,  Regulation D, Regulation G or Regulation U of the Board of Governors of the
Federal  Reserve  System as now and from time to time  hereafter  in effect.  If
requested by any Lender or the Agent,  each  Borrower  will furnish to the Agent
and each Lender a  statement  to the  foregoing  effect in  conformity  with the
requirements  of FR Form G-3 or FR Form U-1 referred to in said Regulation U, as
the case may be. ERISA.  Neither a Reportable Event nor an "accumulated  funding
deficiency"  (within  the  meaning of Section  412 of the Code or Section 302 of
ERISA) has occurred during the five-year  period prior to the date on which this
representation  is made or deemed made with  respect to any Plan,  and each Plan
has complied in all material  respects with the  applicable  provisions of ERISA
and the Code. No termination of a Single Employer Plan has occurred, and no Lien
in favor of the PBGC or a Plan has arisen,  during such  five-year  period.  The
present value of all accrued  benefits under each Single Employer Plan (based on
those  assumptions  used to fund  such  Plans)  did not,  as of the last  annual
valuation date prior to the date on which this  representation is made or deemed
made,  exceed the value of the  assets of such Plan  allocable  to such  accrued
benefits.  Neither any  Borrower nor any  Commonly  Controlled  Entity has had a
complete or partial  withdrawal  from any  Multiemployer  Plan,  and neither any
Borrower  nor  any  Commonly  Controlled  Entity  would  become  subject  to any
liability  under  ERISA if any such  Borrower  or any such  Commonly  Controlled
Entity  were to  withdraw  completely  from  all  Multiemployer  Plans as of the
valuation date most closely  preceding the date on which this  representation is
made  or  deemed  made.  No such  Multiemployer  Plan  is in  Reorganization  or
Insolvent.  The present value  (determined using actuarial and other assumptions
which are  reasonable  in respect of the  benefits  provided  and the  employees
participating)  of the liability of each  Borrower and each Commonly  Controlled
Entity for post  retirement  benefits to be provided to their current and former
employees  under Plans which are  welfare  benefit  plans (as defined in Section
3(l) of ERISA)  does not,  in the  aggregate,  exceed the assets  under all such
Plans allocable to such benefits by an amount in excess of $100,000.  Investment
Company Act; Other  Regulations.  No Borrower is an "investment  company",  or a
company  "controlled"  by an  "investment  company",  within the  meaning of the
Investment Company Act of 1940, as amended. No Borrower is subject to regulation
under any Federal or State statute or regulation (other than Regulation X of the
Board of Governors of the Federal  Reserve  System)  which limits its ability to
incur  Indebtedness.  Subsidiaries.  Schedule  III hereto  sets forth all of the
Subsidiaries  of each  Borrower at the date hereof,  together with the ownership
and jurisdiction of each.  Environmental  Matters. The facilities and properties
owned,  leased or  operated  by any  Borrower  or any of its  Subsidiaries  (the
"Properties")  and all operations at the Properties are in compliance,  and have
been in compliance,  in all material respects, with all applicable Environmental
Laws,  and there is no  contamination  at or under (or, to the  knowledge of any
Borrower  about) the  Properties  or  violation  of any  Environmental  Law with
respect to the Properties or the business operated by any Borrower or any of its
Subsidiaries (the "Business")  except insofar as such violation or failure to be
in compliance or contamination,  or any aggregation  thereof,  is not reasonably
likely to result in a payment of a Material Adverse Amount.
Neither any  Borrower  nor any of its  Subsidiaries  has  received any notice of
violation, alleged violation,  non-compliance,  liability or potential liability
regarding  compliance  with  Environmental  Laws  with  regard  to  any  of  the
Properties or the Business,  nor does any Borrower have  knowledge that any such
notice will be received or is being threatened, except insofar as such notice or
threatened  notice,  or any  aggregation  thereof,  does not involve a matter or
matters that is or are reasonably  likely to result in the payment of a Material
Adverse Amount.
Materials of Environmental Concern have not been transported or disposed of from
the  Properties  in  violation  of, or in a manner or to a location  which could
reasonably be expected to give rise to liability under, any  Environmental  Law,
nor have any Materials of Environmental Concern been generated,  treated, stored
or disposed of at, on or under any of the  Properties  in violation  of, or in a
manner that could  reasonably be expected to give rise to liability  under,  any
applicable  Environmental Law, except insofar as any such violation or liability
referred to in this  paragraph,  or any aggregation  thereof,  is not reasonably
likely to result in the payment of a Material Adverse Amount.
No judicial  proceeding or governmental or administrative  action is pending or,
to the knowledge of any Borrower,  threatened,  under any  Environmental  Law to
which any Borrower,  any of its Subsidiaries is or will be named as a party with
respect to the Properties or the Business,  nor are there any consent decrees or
other decrees,  consent orders,  administrative orders or other orders, or other
administrative or judicial requirements  outstanding under any Environmental Law
which are binding upon any Borrower or any of its  Subsidiaries  with respect to
the  Properties  or the Business,  except  insofar as such  proceeding,  action,
decree,  order  or  other  requirement,  or  any  aggregation  thereof,  is  not
reasonably likely to result in the payment of a Material Adverse Amount.
There has been no release or threat of release  of  Materials  of  Environmental
Concern at or from the Properties,  or arising from or related to the operations
of any Borrower or any Subsidiary in connection with the Properties or otherwise
in connection  with the  Business,  in violation of or in amounts or in a manner
that could reasonably give rise to liability under  Environmental  Laws,  except
insofar as any such violation or liability referred to in this paragraph, or any
aggregation  thereof,  is not  reasonably  likely to  result  in a payment  of a
Material Adverse Amount.

Security Agreements.
Each Security Agreement constitutes a legal, valid and binding obligation of the
grantor party  thereto,  enforceable  against it in  accordance  with its terms,
except  as   enforceability   may  be   limited   by   bankruptcy,   insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors' rights generally and by general equitable principles.
The security interests granted pursuant to the Security  Agreements as listed on
Schedule IV constitute a valid,  perfected first priority  security  interest on
the  Collateral  in which a security  interest can be perfected by the filing of
financing  statements  (as described  therein)  enforceable  as such against all
creditors  of any  grantor  and any  Persons  purporting  to  purchase  any such
Collateral  from the Loan Party who is the grantor with respect  thereto (except
purchasers of Inventory in the ordinary course of business).
Joinder  Agreements.  Each Joinder  Agreement on and after the date of execution
thereof, constitutes a legal, valid and binding obligation of the Loan Party who
is a party thereto,  enforceable against it in accordance with its terms, except
as  enforceability  may be limited by  bankruptcy,  insolvency,  reorganization,
moratorium  or similar laws  affecting  the  enforcement  of  creditors'  rights
generally and by general equitable principles.  Solvency. The aggregate value of
all of the assets of ACS Inc. and its Subsidiaries on a consolidated basis, at a
fair valuation,  exceeds the total  liabilities of ACS Inc. and its Subsidiaries
on a  consolidated  basis  (including  contingent,  subordinated,  unmatured and
unliquidated liabilities). ACS Inc. and its Subsidiaries have the ability to pay
their respective debts as they mature and do not have unreasonably small capital
with  which  to  conduct  their  respective  businesses.  For  purposes  of this
subsection  5.19, the "fair  valuation" of such assets is the price at which the
assets would change hands  between a willing  buyer and a willing  seller,  both
being  adequately  informed of the relevant  facts,  and neither being under any
compulsion  to buy or to sell.  Year 2000  Compliance..  Each  Borrower  has (i)
initiated  a review  and  assessment  of all  areas  within  its and each of its
Subsidiaries' business and operations (including those affected by suppliers and
vendors) that could be adversely  affected by the "Year 2000 Problem"  (that is,
the  risk  that  computer  applications  used  by  such  Borrower  or any of its
Subsidiaries  (or its  suppliers  and vendors)  may be unable to  recognize  and
perform properly  date-sensitive  functions involving certain dates prior to and
any date after  December  31,  1999),  (ii)  developed a plan and  timeline  for
addressing  the  Year  2000  Problem  on a  timely  basis,  and  (iii)  to date,
implemented that plan in accordance with that timetable. The Borrower reasonably
believes that all computer  applications  (including  those of its suppliers and
vendors)  that are  material  to its or any of its  Subsidiaries'  business  and
operations  will on a timely  basis be able to perform  properly  date-sensitive
functions for all dates before and after January 1, 2000 (that is, be "Year 2000
Compliant"),  except to the extent that a failure to do so could not  reasonably
be expected to have a Material Adverse Effect.  CONDITIONS  PRECEDENT Conditions
to  Initial  Extensions  of  Credit.  The  effectiveness  of the  amendment  and
restatement  of the  Existing  Credit  Agreement  to be effected  hereby and the
agreement of each Lender to make the initial extension of credit requested to be
made by it hereunder are subject to the  satisfaction,  immediately  prior to or
concurrently with the making of such extension of credit on the Closing Date, of
the  following  conditions  precedent:  Loan  Documents.  The Agent  shall  have
received (i) this Agreement, executed and delivered by a duly authorized officer
of each  Borrower and (ii) the Notes (to the extent so requested by any Lender),
executed and delivered by a duly authorized officer of the Borrower.

Agreements.  The Agent shall have received true and correct copies, certified as
to  authenticity  by each  Borrower,  of such documents or instruments as may be
reasonably requested by the Agent.

Closing.Certificate of Borrowers. The Agent shall have received a certificate of
the President or any Vice President and the Secretary or an Assistant  Secretary
of each Borrower,  dated the Closing Date, (i) attaching the Charter and By-Laws
(of such Borrower),  (ii) attaching the resolutions of the Board of Directors of
such  Borrower  with  respect to the  transactions  contemplated  hereby,  (iii)
certifying that such  resolutions  have not been amended,  modified,  revoked or
rescinded  as of the  date of such  certificate  and (iv)  certifying  as to the
incumbency  and  signature of the officers of such  Borrower  executing any Loan
Document;  such certificate  (and the attachments  thereto) shall be in form and
substance satisfactory to the Agent.
Fees.  The  Borrowers  shall  have  paid the  accrued  fees and  expenses  owing
hereunder or in connection herewith (including, without limitation, the Facility
Fee and accrued fees and  disbursements of counsel to the Agent),  to the extent
that such fees and expenses have been  presented  for payment a reasonable  time
prior to the Closing Date.
Legal  Opinions.  The Agent shall have  received,  with a  counterpart  for each
Lender, the executed legal opinion of Venable,  Baetjer and Howard, LLP, counsel
to the  Borrowers,  substantially  in the form of Exhibit F. Such legal  opinion
shall cover such other matters incident to the transactions contemplated by this
Agreement as the Agent may reasonably require.
Borrowing Base  Certificate.  The Agent shall have received a current  Borrowing
Base Certificate.
Additional   Information.   The  Agent  shall  have  received  such   additional
agreements, opinions, certifications,  instruments, documents, orders, consents,
financing statements, reports, studies, audits and other information in form and
substance satisfactory to the Agent, as the Agent may reasonably request.
Conditions to Each Extension of Credit. The agreement of each Lender to make any
extension of credit requested to be made by it on any date  (including,  without
limitation,  its initial  extension of credit) is subject to the satisfaction of
the following conditions precedent:
Representations and Warranties.  Each of the representations and warranties made
by each of the  Borrowers  and each other Loan Party in or  pursuant to the Loan
Documents  shall be true and correct in all material  respects on and as of such
date as if made on and as of such date  (unless  stated to relate to a  specific
earlier date, in which case, such  representations  and warranties shall be true
and correct in all material respects as of such earlier date).
No Default. No Default or Event of Default shall have occurred and be continuing
on such date or after giving effect to the extensions of credit  requested to be
made on such date.
Conditions to Each Facility A Loan. The Agent shall have received a certificate,
in form and substance  satisfactory to the Agent, duly executed and delivered by
a  Responsible  Officer of the  Borrowers  and dated no earlier than thirty (30)
days prior to the requested borrowing date (i) stating that, to the best of such
Officer's  knowledge,  after giving effect to the extensions of credit requested
to be made on such date, the Lenders' Aggregate Outstanding Extensions of Credit
shall not exceed the Loan Value of the  Eligible  Receivables  and (ii)  setting
forth on a Borrowing Base Certificate  dated of even date therewith and attached
thereto,  the computations  used to determine the Loan Value.  Such certificates
shall be in form and substance satisfactory to the Agent.
Conditions to Each Acquisition  Loan. For each acquisition to be financed by the
Loans:  (A) All of the  Lenders  shall have  provided  written  approval  of the
acquisition  pursuant  to  subsection  8.9(f)  (i)  or  (B)  the  conditions  of
8.9(f)(ii)  shall  have  been  satisfied;  and for each such  acquisition  to be
financed in whole or in part by Facility B Loans, the Agent shall have received,
in form and substance satisfactory to the Agent, a certificate duly executed and
delivered  by a  Responsible  Officer  of  the  Borrowers  and  dated  as of the
requested borrowing date, stating that, to the best of such Officer's knowledge,
after giving effect to the acquisition of the Acquired  Business,  the Borrowers
shall be in compliance on a pro forma basis with the covenants of subsection 8.1
of this  Agreement and setting  forth the  computations  used to determine  such
compliance.  The  determination  of  compliance  on a pro forma  basis  with the
covenants of subsection  8.1 of this  Agreement  shall be made on a consolidated
basis  for the  twelve-month  period  ended  on the date of  acquisition  of the
Acquired  Business  or, if such  Business  Day is not the last day of a calendar
month,  on the last Business Day of the calendar month most recently ended prior
to such Business Day plus Debt of any Acquired Business  determined  pursuant to
financial  information  delivered  to and  approved  by the  Agent  prior to the
consummation  of the  acquisition  of such  Acquired  Business  for  the  period
included in such twelve-month  period ended prior to the Borrowers'  acquisition
thereof.  The Agent  shall have  received  such  other  approvals,  opinions  or
documents as the Agent or the Majority  Lenders through the Agent may reasonably
request.
Each  borrowing  by, and Letter of Credit  issued on behalf  of,  each  Borrower
hereunder shall  constitute a joint and several  representation  and warranty by
the Borrowers as of the date thereof that the applicable conditions contained in
this subsection 6.2 have been satisfied. Anything contained in this Agreement to
the contrary  notwithstanding,  no assets or cashflows of the Acquired  Business
shall be included in the foregoing  calculation  unless such  Acquired  Business
shall have  executed and  delivered  the  documents  required  under  subsection
7.12(c) on or before the acquisition date of such Acquired Business. AFFIRMATIVE
COVENANTS The Borrowers hereby agree that, so long as the Commitments  remain in
effect or any amount is owing to any Lender or the Agent  hereunder or under any
other Loan  Document,  ACS Inc.  shall and  (except in the case of  delivery  of
financial  information  and  reports  and  notices)  shall  cause  each  of  its
Subsidiaries  to:  Financial  Statements.  Furnish  to the  Agent:  as  soon  as
available,  but in any event within one hundred  twenty (120) days after the end
of each fiscal year of ACS Inc., a copy of the consolidated balance sheet of ACS
Inc.  and its  consolidated  Subsidiaries  as at the end of  such  year  and the
related  consolidated  statements  of income and  retained  earnings and of cash
flows for such year,  setting forth in each case in comparative form the figures
for  the  previous  year,   reported  on  without  a  "going  concern"  or  like
qualification  or exception,  or  qualification  arising out of the scope of the
audit, by an independent  certified public accountants of nationally  recognized
standing;  as soon as available,  but in any event within  ninety-five (95) days
after  the  end of  each  fiscal  year  of ACS  Inc.,  a copy  of the  unaudited
consolidating balance sheets of ACS Inc. and its consolidated Subsidiaries as at
the end of such fiscal year together with consolidating statements of income and
retained   earnings  and  of  cash  flows  of  ACS  Inc.  and  its  consolidated
Subsidiaries  for such fiscal year as customarily  prepared by the management of
ACS Inc. for internal use,  certified by a  Responsible  Officer as being fairly
stated in all material  respects  (subject to normal year-end audit  adjustments
and,  in  the  case  of  interim  financial  statements,   subject  to  year-end
adjustments  and the absence of  footnotes);  as soon as  available,  but in any
event not later than fifty (50) days after the end of each fiscal quarter of ACS
Inc., the unaudited  consolidated and  consolidating  balance sheets of ACS Inc.
and its consolidated  Subsidiaries as at the end of such quarter and the related
unaudited  consolidated and  consolidating  statements of income of ACS Inc. and
its  consolidated  Subsidiaries  for such  quarter and the portion of ACS Inc.'s
fiscal  year  through  the end of such  quarter,  setting  forth in each case in
comparative  form the figures for the previous year,  certified by a Responsible
Officer as being  fairly  stated in all  material  respects  (subject  to normal
year-end audit  adjustments  and, in the case of interim  financial  statements,
subject  to  year-end  adjustments  and the  absence  of  footnotes);  all  such
financial  statements shall be complete and correct in all material respects and
shall be prepared  in  reasonable  detail and in  accordance  with GAAP  applied
consistently  throughout  the periods  reflected  therein and with prior periods
ending  after the  Closing  Date  (except as  approved  by such  accountants  or
officer, as the case may be, and disclosed therein).

Certificates; Other Information. Furnish to the Agent:
concurrently  with the  delivery  of the  financial  statements  referred  to in
subsections  7.1(a) and (b), a certificate of a Responsible  Officer (i) stating
that,  to the best of such  Officer's  knowledge,  during such period (A) if any
Subsidiary  has been formed or acquired,  the  Borrowers  have complied with the
requirements  of subsection  7.12 with respect  thereto,  (B) neither any of the
Borrowers nor any of the  Subsidiaries has changed its name, its principal place
of business,  its chief executive office or the location of any material item of
tangible  Collateral  without  complying with the requirements of this Agreement
and the Security  Documents  with respect  thereto and (C) each of the Borrowers
has  observed  or  performed  all of its  covenants  and other  agreements,  and
satisfied  every  condition,  contained  in this  Agreement  and the other  Loan
Documents  to be  observed,  performed or satisfied by it, and that such Officer
has obtained no knowledge of any Default or Event of Default except as specified
in such certificate and (ii) setting forth the computations  used by ACS Inc. in
determining (as of the end of such fiscal period)  compliance with the covenants
contained in subsection 8.1; as soon as available and in any event within twenty
(20) days after the end of each month, a Borrowing Base Certificate, an Accounts
Aging  Schedule  and an  Unbilled  Report  Schedule as at the end of such month,
certified by a Responsible Officer of the Borrowers; as soon as available and in
any event  within  fifty  (50)  days  after the end of each  fiscal  quarter,  a
quarterly  backlog  report  as of  the  end  of  such  quarter,  certified  by a
Responsible  Officer of the  Borrowers;  as soon as available  and in any event,
within five (5) days after the same are sent, copies of all financial statements
and reports which ACS Inc. sends to its  stockholders;  as soon as available and
in any event,  within one hundred twenty (120) days after the end of each fiscal
year of ACS Inc., a copy of all financial statements and regular,  periodical or
special  reports  that ACS Inc.  may make to,  or file with the SEC on an annual
basis and (ii) within fifty days after the end of each fiscal quarter, a copy of
all financial  statements  and regular,  periodical or special  reports that the
Borrower may make to, or file with, the SEC on a quarterly  basis; and promptly,
such additional  financial and other  information as any Lender may from time to
time reasonably  request.  Payment of Obligations.  Pay,  discharge or otherwise
satisfy at or before  maturity in accordance with customary terms or before they
become  delinquent  or in  default,  as the  case  may be,  all of its  material
obligations of whatever  nature,  except where the amount or validity thereof is
currently being contested in good faith by appropriate  proceedings and reserves
in conformity  with GAAP with respect thereto have been provided on the books of
any Borrower or its  Subsidiaries,  as the case may be.  Conduct of Business and
Maintenance  of  Existence.  Continue to engage in business of the same  general
type as now  conducted  by it and  preserve,  renew  and keep in full  force and
effect its corporate  existence and take all  reasonable  action to maintain all
rights,  privileges and franchises necessary or (in the reasonable judgment of a
Borrower)  desirable in the normal  conduct of its business  except as otherwise
permitted  pursuant to subsection 8.5;  comply with all Contractual  Obligations
and  Requirements  of Law except to the extent that failure to comply  therewith
could not, in the aggregate,  be reasonably  expected to have a Material Adverse
Effect.  Maintenance of Property;  Insurance.  Keep all material property useful
and necessary in its business in good working order and condition; Maintain with
financially sound and reputable  insurance companies insurance policies insuring
all its tangible property (including, in any event, all material Collateral) and
business against loss by fire, explosion, theft and such other casualties as may
be reasonably  satisfactory  to the Agent,  such policies to be in at least such
form, amounts and having coverage against at least such risks as are customarily
insured  against in the same general area by companies  engaged in the same or a
similar  business  as may be  reasonably  satisfactory  to the Agent with losses
payable  to the  Borrowers  and the Agent,  as their  respective  interests  may
appear;  Each insurance policy described in subsection  7.5(a) shall (i) contain
endorsements,  in form  satisfactory to each Lender,  (ii) name the Agent, as an
insured party, (iii) provide that no cancellation,  material reduction in amount
or material change in coverage  thereof shall be effective until at least thirty
(30) days  after  receipt  by the Agent of written  notice  thereof  and (iv) be
reasonably  satisfactory  in all other respect to the Agent. In the event of any
termination  or notice of  non-payment by any insurer with respect to any policy
or any lapse in the coverage thereunder,  the Borrowers shall cause such insurer
to  give  prompt  written  notice  to  each  Lender  of the  occurrence  of such
termination,  nonpayment or lapse.  The  Borrowers  shall deliver to the Agent a
report of a reputable  insurance  broker with respect to such  insurance in each
calendar year and such  supplemental  reports with respect  thereto as the Agent
may from time to time reasonably request.
Inspection  of Property;  Books and Records;  Discussions.  Keep proper books of
records and accounts in which full,  true and correct entries in conformity with
GAAP and all  Requirements of Law shall be made of all dealings and transactions
in relation to its business and activities;  and permit  representatives  of the
Agent or any Lender (including independent certified public accountants selected
by the Agent or any Lender),  accompanied  by the Agent to visit and inspect any
of its  properties,  conduct  field  audits with respect to the  Collateral  and
examine and make  abstracts  from any of its books and records at any reasonable
time (upon  reasonable  advance  notice  when no Default or Event of Default has
occurred and is  continuing)  and,  with  respect to the Agent,  as often as may
reasonably  be desired or, with respect to any Lender other than the Agent,  not
more than once per  calendar  year at the  expense of the  Borrowers  (or, if an
Event of Default has occurred and is continuing,  at any reasonable  time and as
often as may be desired at the  expense of the  Borrowers),  and to discuss  the
business,  operations,  properties  and  financial  and other  condition of each
Borrower and its  Subsidiaries  with officers and employees of each Borrower and
its Subsidiaries and upon reasonable prior notice to provide the representatives
of each Borrower an opportunity to attend such discussions, with its independent
certified public  accountants.  Notices.  Promptly give notice to the Agent (who
shall give prompt notice thereof to the Lenders) of:
the  occurrence of any Default or Event of Default;  any (i) default or event of
default  under  any  Contractual   Obligation  of  a  Borrower  or  any  of  its
Subsidiaries or (ii) litigation,  investigation or proceeding which may exist at
any time between any Borrower or any of its  Subsidiaries  and any  Governmental
Authority, which in either case, if not cured or if adversely determined, as the
case may be, could reasonably be expected to have a Material Adverse Effect; any
litigation or proceeding  affecting any Borrower or any of its  Subsidiaries  in
which the amount involved is $250,000 or more and not covered by insurance or in
which injunctive or similar relief is sought which could have a Material Adverse
Effect; the following events, as soon as possible and in any event within thirty
(30) days  after any  Borrower  knows or has  reason  to know  thereof:  (i) the
occurrence or expected  occurrence of any  Reportable  Event with respect to any
Plan that is an employee  pension  benefit  plan (as defined in Section  3(2) of
ERISA),  a failure to make any required  contribution to a Plan, the creation of
any Lien in favor of the PBGC or a Plan that is an employee pension benefit plan
(as  defined  in  Section  3(2)  of  ERISA)  or  any  withdrawal  from,  or  the
termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
institution  of proceedings or the taking of any other action by the PBGC or any
Borrower  or any  Commonly  Controlled  Entity  or any  Multiemployer  Plan with
respect to the withdrawal from, or the terminating, Reorganization or Insolvency
of, any Plan that is an  employee  pension  benefit  plan (as defined in Section
3(2) of ERISA);  the acquisition or creation of any Subsidiary which has Capital
Stock that is directly or indirectly owned by a Borrower or any Subsidiary;  any
Borrower  is  debarred,  suspended  or  proposed  for  debarment  or is declared
ineligible  for the award of contracts by any  Governmental  Authority  and such
debarment,  suspension  or  proposed  debarment  or  declaration  is  reasonably
expected  to  have  a  Material  Adverse  Effect  on the  business,  operations,
property,  financial  condition or  prospects  of ACS Inc. and its  Subsidiaries
taken as a  whole;  any Lien  (other  than  security  interests  created  by the
Security  Agreement  or Liens  permitted  under  this  Agreement)  on any of the
Collateral  and the  occurrence  of any other event which  could  reasonably  be
expected  to have a  Material  Adverse  Effect  on the  aggregate  value  of the
Collateral  or on the security  interests  created by the Security  Agreement or
this  Agreement;  and the  occurrence of (i) any material  adverse change in the
business, operations,  property, condition (financial or otherwise) or prospects
of a Borrower and its  Subsidiaries  taken as a whole or (ii) any development or
event which could reasonably be expected to have a Material Adverse Effect. Each
notice  pursuant to this subsection 7.7 shall be accompanied by a statement of a
Responsible  Officer setting forth details of the occurrence referred to therein
and stating what action the Borrowers propose to take with respect thereto.

Environmental Laws.
Comply with and use reasonable  efforts to ensure  compliance by all tenants and
subtenants, if any, with all applicable Environmental Laws and obtain and comply
with and  maintain,  and use  reasonable  efforts to ensure that all tenants and
subtenants obtain and comply with and maintain, any and all licenses, approvals,
notifications,  registrations  or permits  required by applicable  Environmental
Laws,  except  to the  extent  that  failure  to do so could  not be  reasonably
expected  to  have  a  Material   Adverse  Effect.   Conduct  and  complete  all
investigations,  studies,  sampling and testing,  and all remedial,  removal and
other  actions  required  under  Environmental  Laws and promptly  comply in all
material  respects  with all lawful orders and  directives  of all  Governmental
Authorities regarding Environmental Laws, except to the extent that the same are
being  contested in good faith by  appropriate  proceedings  and the pendency of
such  proceedings,  could not reasonably be expected to have a Material  Adverse
Effect. Assignments of Government Receivables. Execute and deliver to the Agent,
for the benefit of the  Lenders,  within five (5) Business  Days after  entering
into  or  acquiring  any  Government  Contract  hereafter,   all  statements  of
assignment and/or notification, in form and substance satisfactory to the Agent,
in connection with the assignment to the Agent of the Government  Receivables of
a Borrower and its  Subsidiaries,  provided,  however that such Borrower and its
Subsidiaries  shall not be required to execute and deliver  such  statements  of
assignment and/or notification with respect to Government Receivables that arise
(i) under a contract  with a maximum  ceiling  value of $500,000 or less or (ii)
under a contract  (including all options,  extensions and other like  provisions
with  respect  thereto) of six (6) months or less in  duration.  Maintenance  of
Primary Deposit Account.  Furnish to the Agent, the name of the Lender with whom
the Borrowers  shall maintain a primary deposit account until the Maturity Date.
As soon as  possible,  but in any event not later  than five (5)  Business  Days
after  the  date  hereof,  furnish  to the  Agent  evidence  in form  and  scope
satisfactory  to the Agent of the  establishment  of the primary deposit account
with a Lender.  Further  Assurances.  Upon the  request of the  Agent,  promptly
perform  or cause to be  performed  any and all acts and  execute or cause to be
executed  any  and  all  documents  (including,  without  limitation,  financing
statements and  continuation  statements) for filing under the provisions of the
Uniform  Commercial Code or any other  Requirement of Law which are necessary or
reasonably  advisable to maintain in favor of the Agent,  for the benefit of the
Lenders,  Liens on the Collateral that are duly perfected in accordance with all
applicable Requirements of Law. Upon request of the Agent, promptly provide such
documents and legal opinions in order to carry out the transactions contemplated
hereby as the Agent shall reasonably request.

Additional Collateral; Additional Subsidiaries.
With  respect to any  assets  (other  than  assets  having a de  minimis  value)
acquired after the Closing Date by any Borrower or any of its Subsidiaries  that
are intended to be subject to the Lien created by any of the Security  Documents
but which are not so subject  (other than (y) any assets  described in paragraph
(b) or (c) of this  subsection  7.12 and (z)  immaterial  assets a Lien on which
cannot be perfected by filing UCC-1 financing statements),  promptly (and in any
event within thirty (30) days after the  acquisition  thereof):  (i) execute and
deliver to the Agent such amendments to the relevant Security  Documents or such
other documents as the Agent may reasonably deem necessary or advisable to grant
to the Agent, for the benefit of the Lenders,  a Lien on such assets,  (ii) take
all actions  necessary or  advisable to cause such Lien to be duly  perfected in
accordance  with  all  applicable   Requirements  of  Law,  including,   without
limitation,  the filing of financing  statements in such jurisdictions as may be
requested  by the Agent,  and (iii) if  requested  by the Agent,  deliver to the
Agent legal opinions  relating to the matters  described in clauses (i) and (ii)
immediately preceding,  which opinions shall be in form and substance,  and from
counsel,  reasonably  satisfactory to the Agent.  With respect to any Subsidiary
(other than a Foreign  Subsidiary) created or acquired after the Closing Date by
any  Borrower,  (i) cause  such  Subsidiary  to  promptly  become a party to the
Security  Agreement  pursuant  to  documentation  to be in  form  and  substance
reasonably  satisfactory to the Agent,  (ii) execute and deliver such amendments
to this  Agreement  requested by the Agent to reflect the  existence of such new
Subsidiary  and (iii) if so requested  by the Agent,  deliver to the Agent legal
opinions  relating  to the  matters  described  in clauses  (i),  (ii) and (iii)
immediately preceding,  which opinions shall be in form and substance,  and from
counsel  reasonably  satisfactory  to the Agent.  With respect to any Subsidiary
(other than a Foreign  Subsidiary) created or acquired after the Closing Date by
any  Borrower,  the  Borrowers  may from time to time,  with the  prior  written
consent of the Agent (which shall not be  unreasonably  withheld)  (i) designate
such Subsidiary as a Borrower hereunder (an "Additional  Borrower"),  (ii) cause
such Additional  Borrower to promptly become a party to this Agreement  pursuant
to  documentation  to be in form and substance  reasonably  satisfactory  to the
Agent, (iii) execute and deliver such amendments to this Agreement and the other
Loan Documents (including without limitation,  the Notes evidencing the Loans of
the Lenders)  requested by the Agent to reflect the existence of such Additional
Borrower,  (iv)  execute  and  deliver  such other  approvals,  certificates  or
documents  requested  by the Agent in its  reasonable  discretion  and (v) if so
requested  by the Agent,  deliver to the Agent  legal  opinions  relating to the
matters  described in clauses (i), (ii), (iii) and (iv)  immediately  preceding,
which  opinions  shall be in form and  substance,  and from  counsel  reasonably
satisfactory to the Agent.

NEGATIVE COVENANTS
The Borrowers hereby agree that, so long as the Commitments  remain in effect or
any amount is owing to any Lender or the Agent hereunder or under any other Loan
Document,  the Borrowers  shall not, and (except with respect to subsection 8.1)
shall  not  permit  any  Subsidiaries  to,  directly  or  indirectly:  Financial
Condition Covenants.  Debt to EBITDA. Permit, for any period of four consecutive
fiscal quarters,  ending on the last day of any fiscal quarter, the ratio of the
Debt of ACS Inc. and its  Subsidiaries  determined  on a  consolidated  basis in
accordance  with  GAAP on such day to EBITDA  to be  greater  than the ratio set
forth opposite such fiscal period below:

                           Fiscal Period                          Ratio

                 Fiscal period ending 12/31/98                     4.25
                 01/01/99 to 12/30/99                              3.75
                 12/31/99 and thereafter                           3.25
EBITDA Coverage.  Permit,  for any period of four  consecutive  fiscal quarters,
ending on the last day of any fiscal  quarter,  the ratio of (x) of EBITDA minus
taxes actually paid plus Consolidated Lease and Rental Expense to (y) the sum of
Consolidated  Charges and Consolidated  Lease and Rental Expense to be less than
1.10 to 1.00.
Minimum Net Worth. Permit the Consolidated Net Worth to be less than $41,000,000
Limitation on Indebtedness and Preferred Stock. Create,  incur, assume or suffer
to exist any  Indebtedness or preferred stock (other than preferred stock which,
by its terms,  does not (so long as any Loans or  Commitments  are  outstanding)
require the payment of any cash  dividends  thereon or  redemption/reimbursement
obligations  or impose any cash  penalties  (other than  accrual of dividends on
unpaid  dividends) for the failure to declare cash dividends  thereon),  except:
Indebtedness  of the Borrowers  under this Agreement or any other Loan Document;
Indebtedness of any Subsidiary to a Borrower or any other  Subsidiary,  provided
that  such  other  Subsidiary  has  become  a party to the  Security  Agreement;
Indebtedness  outstanding  on the date  hereof and listed on  Schedule V and any
refinancings,  refundings,  renewals or  extensions  thereof in an amount not to
exceed the then current principal amount thereof;  Indebtedness of a corporation
which  becomes a  Subsidiary,  after  the date  hereof,  provided  that (i) such
Indebtedness  existed at the time such  corporation  became a Subsidiary and was
not created in anticipation  thereof and (ii) immediately after giving effect to
the  acquisition  of such  corporation  by any Borrower,  no Default or Event of
Default  shall have  occurred and be  continuing;  additional  Indebtedness  not
exceeding in aggregate principal amount at any one time outstanding: $1,000,000;
Guarantee   Obligations  permitted  pursuant  to  subsection  8.4;  Subordinated
Indebtedness  and  Deferred  Purchase  Consideration  incurred  pursuant  to any
acquisition  permitted under subsection  8.9(f); and Indebtedness under interest
rate  protection  agreements  entered  into  to  protect  any  Borrower  against
fluctuations in interest rates and otherwise acceptable to the Majority Lenders.
Indebtedness  under a private  placement of  subordinated  notes in an aggregate
amount of up to  $50,000,000  (unless a greater amount is approved in writing by
the Lenders),  provided that the terms and conditions of such private  placement
are  approved in writing by the Lenders.  Limitation  on Liens.  Create,  incur,
assume or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, except for: Liens for taxes not yet due
or which are being contested in good faith by appropriate proceedings,  provided
that  adequate  reserves with respect  thereto are  maintained on the books of a
Borrower  or its  Subsidiaries,  as the case may be, in  conformity  with  GAAP;
carriers', warehousemen's,  mechanics', materialmen's, repairmen's or other like
Liens arising in the ordinary  course of business for sums which are not overdue
for a period of more than ninety (90) days or which are being  contested in good
faith by appropriate  proceedings;  landlords or mortgages of landlords or other
like Liens arising by operation of law, in the ordinary course of business,  for
sums which are not  overdue  for a period of more than ninety (90) days or which
are  being  contested  in good  faith by  appropriate  proceedings;  pledges  or
deposits in connection with workers'  compensation,  unemployment  insurance and
other social security  legislation and deposits securing  liability to insurance
carriers under insurance or self-insurance arrangements;  deposits to secure the
performance of bids, trade contracts  (other than for borrowed  money),  leases,
statutory  obligations,  surety and appeal  bonds,  performance  bonds and other
obligations  of a like  nature  incurred  in the  ordinary  course of  business;
easements,  rights-of-way,  restrictions and other similar encumbrances incurred
in the ordinary course of business which, in the aggregate,  are not substantial
in amount and which do not in any case materially  detract from the value of the
property  subject thereto or materially  interfere with the ordinary  conduct of
the business of such Borrower or such Subsidiary; Liens in existence on the date
hereof listed on Schedule VI and other Liens, securing Indebtedness permitted by
subsection 8.2(c),  provided that no such Lien is spread to cover any additional
property  after the date  hereof  and that the  amount of  Indebtedness  secured
thereby is not increased; Liens on the property or assets of a corporation which
becomes a Subsidiary  after the date hereof securing  Indebtedness  permitted by
subsection  8.2(d),  provided  that  (i) such  Liens  existed  at the time  such
corporation  became a Subsidiary and were not created in  anticipation  thereof,
(ii) any such Lien is not spread to cover any  additional  property or assets of
such corporation after the time such corporation becomes a Subsidiary, and (iii)
the  amount  of  Indebtedness  secured  thereby  is not  increased;  Liens  (not
otherwise permitted hereunder) which secure obligations not exceeding (as to ACS
Inc. and all Subsidiaries),  in an aggregate amount, at any one time outstanding
of: $1,000,000.  Notwithstanding  the foregoing,  in no event shall any Liens be
permitted on any receivables of any Borrower except as expressly permitted under
this Section 8.3.
Limitation on Guarantee  Obligations.  Create,  incur, assume or suffer to exist
any Guarantee Obligation, except: Guarantee Obligations in existence on the date
hereof and listed on Schedule VII; Guarantee Obligations incurred after the date
hereof,  in an  aggregate  amount  not to exceed,  at any one time  outstanding:
$200,000;  performance  bonds and other obligations of a like nature incurred in
the ordinary course of business  incurred after the date hereof, in an aggregate
amount not to exceed, at any one time outstanding $1,00,000;  guarantees made by
a Loan Party of  obligations of any of any other Loan Party,  which  obligations
are  otherwise   permitted  under  this   Agreement;   and  guarantees  made  by
Subsidiaries  of any  Borrower  of  obligations  of any  Borrower  or any  other
Subsidiaries, which obligations are otherwise permitted under this Agreement.

Limitation  on  Fundamental  Changes.  Enter into any merger,  consolidation  or
amalgamation,   or  liquidate,  wind  up  or  dissolve  itself  (or  suffer  any
liquidation  or  dissolution),  or convey,  sell,  lease,  assign,  transfer  or
otherwise  dispose of, all or  substantially  all of its  property,  business or
assets,  except:  any  Subsidiary of any Borrower may be merged or  consolidated
with or into any Borrower  (provided  that such Borrower shall be the continuing
or surviving  corporation) or with or into any one or more wholly owned Domestic
Subsidiaries of any Borrower (provided that the wholly owned Domestic Subsidiary
or Domestic Subsidiaries shall be the continuing or surviving corporation);  any
wholly owned Subsidiary may sell, lease, transfer or otherwise dispose of any or
all of its assets (upon  voluntary  liquidation or otherwise) to any Borrower or
any other wholly owned Domestic Subsidiary of any Borrower;  any Borrower or any
Subsidiary  may merge with  another  Person if (i) such merger is in  connection
with a transaction permitted under subsection 8.9(f) hereof, (ii) in the case of
a Borrower,  such Borrower is the entity surviving such merger,  and in the case
of a Subsidiary, the requirements of subsection 7.12 have been satisfied and the
entity surviving such merger is, immediately after giving effect to such merger,
the wholly-owned subsidiary of a Borrower, (iii) immediately after giving effect
to such  merger,  no  Default or Event of Default  shall  have  occurred  and be
continuing and (iv) the joint and several warranties of the Borrowers  contained
in this Agreement shall be true and correct in all material  respects as if made
immediately after such merger; and any Borrower or any Subsidiary may enter into
any  transaction  permitted  by  subsection  8.6 or 8.9.  Limitation  on Sale of
Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its
property,  business or assets (including,  without  limitation,  receivables and
leasehold interests) whether now owned or hereafter acquired, or, in the case of
any Subsidiary,  issue or sell any shares of such Subsidiary's  Capital Stock to
any Person  other than any  Borrower or any wholly  owned  Domestic  Subsidiary,
except:  the  sale  or  other  disposition  of  obsolete  or worn  out  property
(including,  without limitation,  any property which is no longer used or useful
in the business of a Borrower and its  Subsidiaries)  in the ordinary  course of
business  and for  fair  market  value;  the sale or  other  disposition  of any
property,  provided that the fair market value of all assets so sold or disposed
of (other than inventory) in any period of twelve  consecutive  months shall not
exceed  $1,000,000;  the  sale  of  inventory  (including,  without  limitation,
"out-of-date" and "less than first quality" inventory) in the ordinary course of
business;  the sale or discount without recourse of accounts  receivable arising
in the  ordinary  course  of  business  in  connection  with the  compromise  or
collection  thereof;  liquidation  of Cash  Equivalents  and  other  investments
permitted  by this  Agreement;  and the  sale of the ISC  building,  located  in
Virginia Beach, Virginia.  Limitation on Dividends.  Declare or pay any dividend
on, or make any  payment  on  account  of, or set apart  assets for a sinking or
other analogous fund for, the purchase,  redemption,  defeasance,  retirement or
other  acquisition  of, any shares of any class of Capital Stock of any Borrower
or any warrants or options to purchase any such Stock,  whether now or hereafter
outstanding,  or make any other distribution in respect thereof, either directly
or indirectly,  whether in cash or property or in obligations of the Borrower or
any  Subsidiary  (such  declarations,   payments,   setting  apart,   purchases,
redemptions,  defeasances,  retirements,  acquisitions and  distributions  being
herein called "Restricted Payments"), provided; however, that any Subsidiary may
declare, make or pay dividends, payments or other distributions to any Borrower.
Limitation  on  Capital  Expenditures.  Make or  commit  to make  (by way of the
acquisition of securities of a Person or otherwise)  any  expenditure in respect
of the purchase or other  acquisition  of,  excluding any such asset acquired in
connection with normal replacement and maintenance  programs properly charged to
current  operations,  for  any  fiscal  year,  (i)  fixed  assets  greater  than
$3,200,000,   (ii)   capitalized   leases  greater  than  $1,700,000  and  (iii)
capitalized  software   expenditures  greater  than  $2,000,000  ,  except  for:
expenditures made to repair or replace assets which are damaged or destroyed, in
an  aggregate  amount  not to exceed  the  amount  (if any) of any  proceeds  of
insurance received on account of such damage or destruction; and expenditures on
account of the making of any investment  permitted  pursuant to subsection  8.9;
and  expenditures  made in connection  with the purchase of a consolidated  back
office  support  system  for ACS  Inc.  in an  aggregate  amount  not to  exceed
$500,000. Limitation on Investments, Loans and Advances. Make any advance, loan,
extension of credit or capital  contribution  to, or purchase any stock,  bonds,
notes,  debentures or other securities of or any assets  constituting a business
unit of, or make any other  investment  in, any Person,  except:  extensions  of
trade  credit  in  the  ordinary   course  of  business;   investments  in  Cash
Equivalents;  loans and advances to employees of a Borrower or its  Subsidiaries
for travel,  entertainment  and  relocation  expenses in the ordinary  course of
business  in an  aggregate  amount  not to  exceed  $1,000,000;  investments  in
existence  on the date  hereof  which are  described  on Schedule  VIII  hereof;
investments by a Borrower in, and loans by a Borrower to, its  Subsidiaries  and
investments by such Subsidiaries in, and loans by Subsidiaries to other Domestic
Subsidiaries,  in existence on the date hereof or hereafter acquired pursuant to
subsection  8.9(f);  during  such time as no  Default  or Event of  Default  has
occurred  and is  continuing  or  would  result  therefrom,  investments  (which
investments may be made by any Borrower or indirectly through one or more wholly
owned domestic  Subsidiaries  of such Borrower  organized  under the laws of any
jurisdiction  within the United  States,  and which may occur as the result of a
merger of a Borrower or a Subsidiary)  in Capital Stock or assets of an Acquired
Business whose principal  office is located in (and in the case of an investment
in Capital  Stock,  in an entity  organized  under the laws of any  jurisdiction
within)  the  United  States,  provided  that any such  investment  shall (i) be
approved in writing by all Lenders  (such  approval to be in the  Lenders'  sole
discretion)  or  (ii)  satisfy  each  of the  following  requirements:  (i)  the
investment is less than or equal to $5,000,000.00; (ii) the Available Facility A
Commitment on the acquisition  date, after giving effect to such investment,  is
greater than or equal to  $5,000,000.00;  (iii) on the  acquisition  date of any
Acquired  Business,  such Acquired Business has been in existence at least three
years and such Acquired  Business has not had a Consolidated Net Loss in each of
the previous 12 fiscal quarters;  (iv) ACS Inc. and its Subsidiaries shall be in
compliance  on a pro forma  basis  (calculated  in  accordance  with  subsection
6.2(d)(ii)), with the covenants of subsection 8.1; (v) such Acquired Business is
engaged in the same businesses in which the Borrowers are engaged in on the date
of such  acquisition  or  businesses  of a  similar,  type;  (vi) such  Acquired
Business  is  organized  under the laws of any  jurisdiction  within  the United
States; and (vii) after the acquisition of such Acquired  Business,  the Capital
Stock of such Acquired  Business shall  constitute  less than 10% of the Capital
Stock of ACS Inc. and its  Subsidiaries,  measured as of the acquisition date of
such Acquired  Business;  a Borrower may make intercompany loans and advances to
its  wholly  owned  Domestic   Subsidiaries  and  such   Subsidiaries  may  make
intercompany  loans and advances to the  Borrower;  (i)  intercompany  loans and
advances  made by ACS Inc.  to its  present  and  future  wholly  owned  Foreign
Subsidiary  in an  aggregate  amount  not to  exceed  $1,250,000,;  Subordinated
Indebtedness  permitted  under section  8.2(g);  and other  advances,  loans and
extensions of credit in an aggregate amount not to exceed: $250,000.  Limitation
on Transactions  with  Affiliates.  (a) Enter into any  transaction,  including,
without  limitation,  any purchase,  sale,  lease or exchange of property or the
rendering of any service,  with any  Affiliate  unless such  transaction  is (i)
otherwise permitted under this Agreement, (ii) in the ordinary course of any
such  Borrower's  or any such  Subsidiary's  business  and  (iii)  upon fair and
reasonable terms no less favorable to such Borrower or such  Subsidiary,  as the
case may be, than it would obtain in a comparable arm's length  transaction with
a Person which is not an Affiliate;  Limitation on Sales and  Leasebacks.  Enter
into any arrangement  with any Person  providing for the leasing by any Borrower
or any  Subsidiary of real or personal  property which has been or is to be sold
or  transferred  by such  Borrower or such  Subsidiary  to such Person or to any
other Person to whom funds have been or are to be advanced by such Person on the
security  of such  property  or  rental  obligations  of such  Borrower  or such
Subsidiary  in an  aggregate  amount  not to exceed  $1,500,000.  Limitation  on
Changes in Fiscal Year. Permit the fiscal year of any of the Borrowers to end on
a day other than September 30. Limitation on Negative Pledge Clauses. Enter into
with any  Person  any  agreement,  other  than this  Agreement,  purchase  money
mortgages,  Financing Leases and other similar fixed asset financings  permitted
by this Agreement (in which cases,  any prohibition or limitation  shall only be
effective  against the assets financed  thereby),  which prohibits or limits the
ability of any Borrower or any Subsidiaries to create,  incur,  assume or suffer
to exist any Lien upon any of its  property,  assets or  revenues,  whether  now
owned or hereafter  acquired.  Limitation  on Lines of Business.  Enter into any
business,  either  directly  or  through  any  Subsidiary,  except  for  (a) the
businesses  in which any Borrower and any  Subsidiaries  are engaged on the date
hereof  and  businesses  of a  similar  type and (b) other  activities  relating
thereto.  EVENTS OF DEFAULT If any of the  following  events  shall occur and be
continuing:  Any Borrower shall fail to pay (i) any principal of any Loan or any
Reimbursement  Obligation  when due in  accordance  with the terms hereof or any
other Loan Document; (ii) any interest on any Loan within five (5) Business Days
after any such interest  comes due in accordance  with the terms hereof or (iii)
any other amount  payable  hereunder or any other Loan Document  within ten (10)
Business Days after any other amount  becomes due in  accordance  with the terms
thereof or hereof; or Any  representation or warranty made or deemed made by any
Borrower or any other Loan Party  herein or in any other Loan  Document or which
is  contained  in any  certificate,  document or  financial  or other  statement
furnished by it at any time under or in  connection  with this  Agreement or any
such other Loan  Document  shall prove to have been  incorrect  in any  material
respect on or as of the date made or deemed  made;  or Any Borrower or any other
Loan Party shall  default in the  observance  or  performance  of any  agreement
contained  in Section 8 or any  negative  covenant  contained  in any other Loan
Document;  or  Any  Borrower  or any  other  Loan  Party  shall  default  in the
observance or performance of any other agreement  contained in this Agreement or
any other Loan Document (other than as provided in paragraphs (a) through (c) of
this  Section 9), and such default  shall  continue  unremedied  for a period of
thirty  (30) days  after the  earlier  of (i) the date upon  which an  executive
officer of any  Borrower  has actual  knowledge  thereof  and (ii) the date upon
which the Agent or any Lender  gives  notice to the  Borrowers  thereof;  or Any
Borrower  or any  of its  Subsidiaries  shall  (i)  default  in any  payment  of
principal  of or interest of any  Indebtedness  (other than the Loans) or in the
payment of any Guarantee  Obligation,  beyond the period of grace (not to exceed
sixty (60) days),  if any,  provided in the instrument or agreement  under which
such  Indebtedness or Guarantee  Obligation was created;  or (ii) default in the
observance or  performance of any other  agreement or condition  relating to any
such  Indebtedness  or Guarantee  Obligation  or contained in any  instrument or
agreement  evidencing,  securing or relating  thereto,  or any other event shall
occur or  condition  exist,  the  effect  of  which  default  or other  event or
condition is to cause,  or to permit the holder or holders of such  Indebtedness
or beneficiary or  beneficiaries  of such Guarantee  Obligation (or a trustee or
Agent on behalf of such holder or holders or  beneficiary or  beneficiaries)  to
cause,  with the  giving of  notice or the  passage  of time if  required,  such
Indebtedness  to  become  due prior to its  stated  maturity  or such  Guarantee
Obligation to become  payable;  provided,  however,  that no Default or Event of
Default  shall  exist  under  this  paragraph  unless  the  aggregate  amount of
Indebtedness  and/or  Guarantee  Obligations  in respect of which any default or
other event or condition referred to in this paragraph shall have occurred shall
be equal to at least  $500,000;  or (i) Any  Borrower  or any  Subsidiary  shall
commence any case,  proceeding  or other action (A) under any existing or future
law  of  any  jurisdiction,   domestic  or  foreign,   relating  to  bankruptcy,
insolvency,  reorganization  or relief of debtors,  seeking to have an order for
relief  entered  with respect to it, or seeking to  adjudicate  it a bankrupt or
insolvent,  or  seeking  reorganization,  arrangement,  adjustment,  winding-up,
liquidation,  dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator
or  other  similar  official  for it or for all or any  substantial  part of its
assets,  or any Borrower or any Subsidiary  shall make a general  assignment for
the  benefit of its  creditors;  or (ii) there  shall be  commenced  against any
Borrower or any  Subsidiary  any case,  proceeding  or other  action of a nature
referred  to in clause (i) above  which (A) results in the entry of an order for
relief or any such  adjudication  or  appointment  or (B)  remains  undismissed,
undischarged  or unbonded for a period of sixty (60) days;  or (iii) there shall
be commenced  against any Borrower or any  Subsidiary  any case,  proceeding  or
other action seeking issuance of a warrant of attachment,  execution,  distraint
or similar  process  against  all or any  substantial  part of its assets  which
results in the entry of an order for any such  relief  which shall not have been
vacated,  discharged,  or stayed or bonded pending appeal within sixty (60) days
from the entry thereof,  or (iv) any Borrower or any  Subsidiary  shall take any
action  in  furtherance  of, or  indicating  its  consent  to,  approval  of, or
acquiescence  in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) such Borrower or any Subsidiary  shall  generally not, or shall be unable
to, or shall  admit in writing  its  inability  to, pay its debts as they become
due; or (i) Any Person shall engage in any "prohibited  transaction" (as defined
in Section 406 of ERISA or Section 4975 of the Code)  involving  any Plan,  (ii)
any  "accumulated  funding  deficiency"  (as  defined in Section  302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of any  Borrower or any Commonly
Controlled  Entity,  (iii) a  Reportable  Event shall occur with  respect to, or
proceedings  shall commence to have a trustee  appointed,  or a trustee shall be
appointed,  to administer  or to  terminate,  any Single  Employer  Plan,  which
Reportable  Event or commencement of proceedings or appointment of a trustee is,
in the  reasonable  opinion  of the  Majority  Lenders,  likely to result in the
termination  of such Plan for  purposes  of Title IV of ERISA,  (iv) any  Single
Employer  Plan  shall  terminate  for  purposes  of Title IV of  ERISA,  (v) any
Borrower or any Commonly  Controlled Entity shall, or in the reasonable  opinion
of the Majority  Lenders is likely to, incur any liability in connection  with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(vi) any other adverse event or condition shall occur or exist with respect to a
Plan;  and in each  case in  clauses  (i)  through  (vi)  above,  such  event or
condition,  together  with all other such events or  conditions,  if any,  could
reasonably  be  expected  to involve an  aggregate  amount of  liability  to any
Borrower or any  Subsidiary in excess of (a) $500,000;  or One or more judgments
or decrees shall be entered against any Borrower or any  Subsidiaries  involving
in the  aggregate  a  liability  (not paid or fully  covered  by  insurance)  of
$500,000 or more and all such  judgments or decrees shall not have been vacated,
discharged,  stayed or bonded  pending  appeal  within  sixty (60) days from the
entry thereof;  or (i) any of the Security Documents shall cease, for any reason
to be in full force and effect, or any Borrower or any other Loan Party which is
a party  to any of the  Security  Documents  shall  so  assert  or (ii) the Lien
created by any of the Security  Documents  shall cease to be enforceable  and of
the same effect and priority purported to be created thereby except as permitted
by this Agreement or other Loan  Documents;  Any Change in Control or Management
Change  shall  occur;  or any  Borrower is  debarred,  suspended or proposed for
debarment  or  is  declared  ineligible  for  the  award  of  contracts  by  any
Governmental  Authority and such debarment,  suspension or proposed debarment or
declaration  is  reasonably  expected to have a Material  Adverse  Effect on the
business, operations, property, financial condition or prospects of ACS Inc. and
its  Subsidiaries  taken as a whole;  then,  and in any such event,  (i) if such
event is an Event of Default specified in clause (i) or (ii) of paragraph (f) of
this Section 9 with respect to any Borrower, automatically the Commitments shall
immediately  terminate and the Loans hereunder (with accrued  interest  thereon)
and all other amounts owing under this Agreement (including, without limitation,
all amounts of L/C  Obligations,  whether or not the  beneficiaries  of the then
outstanding  Letters  of Credit  shall have  presented  the  documents  required
thereunder) shall immediately become due and payable,  and (ii) if such event is
any other  Event of  Default,  either or both of the  following  actions  may be
taken: (A) with the consent of the Majority Lenders,  the Agent may, or upon the
request of the Majority  Lenders,  the Agent shall,  by notice to the  Borrowers
declare the  Commitments to be terminated  forthwith,  whereupon the Commitments
shall immediately  terminate;  and (B) with the consent of the Majority Lenders,
the Agent may, or upon the request of the Majority Lenders,  the Agent shall, by
notice to the  Borrowers,  declare the Loans  hereunder  (with accrued  interest
thereon) and all other amounts owing under this  Agreement  (including,  without
limitation, all amounts of L/C Obligations,  whether or not the beneficiaries of
the then  outstanding  Letters of Credit  shall  have  presented  the  documents
required  thereunder) to be due and payable forthwith,  whereupon the same shall
immediately  become due and payable.  Except as expressly provided above in this
Section 9,  presentment,  demand,  protest and all other notices of any kind are
hereby expressly waived.

With  respect to all Letters of Credit  with  respect to which  presentment  for
honor  shall not have  occurred at the time of an  acceleration  pursuant to the
preceding  paragraph,  the  Borrowers  shall  at such  time  deposit  in the L/C
Collateral  Account,  opened by the Lenders  hereunder)  an amount  equal to the
aggregate  then undrawn and  unexpired  amount of such  Letters of Credit.  Each
Borrower  hereby  grants to the Agent,  for the  benefit  of the  holders of the
Secured  Obligations,  the Issuing  Banks and the L/C  Participants,  a security
interest in such cash collateral to secure the Secured Obligations and to secure
all other  obligations  of each Borrower under this Agreement and the other Loan
Documents.  Amounts held in such cash collateral account shall be applied by the
Agent in  accordance  with  the  provisions  of the  Security  Agreements.  Each
Borrower  shall  execute and  deliver to the Agent such  further  documents  and
instruments  as the Agent may request to evidence the creation and perfection of
its security interest in such cash collateral  account.  THE AGENT  Appointment.
(a) Each Lender hereby irrevocably designates and appoints NationsBank,  N.A. as
the Agent of such Lender under this Agreement and the other Loan Documents,  and
each such Lender  irrevocably  authorizes the Agent,  in such capacity,  to take
such action on its behalf under the  provisions of this  Agreement and the other
Loan  Documents  and to  exercise  such  powers and  perform  such duties as are
expressly  delegated to the Agent by the terms of this  Agreement  and the other
Loan  Documents,  together with such other powers as are  reasonably  incidental
thereto.  Notwithstanding  any  provision  to the  contrary  elsewhere  in  this
Agreement, the Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary  relationship with any Lender,  and
no  implied  covenants,  functions,  responsibilities,  duties,  obligations  or
liabilities  shall be read into this  Agreement  or any other Loan  Document  or
otherwise exist against the Agent.  Delegation of Duties.  The Agent may execute
any of its  duties  under this  Agreement  and the other  Loan  Documents  by or
through Agents or  attorneys-in-fact  and shall be entitled to advice of counsel
concerning  all  matters  pertaining  to such  duties.  The  Agent  shall not be
responsible for the negligence or misconduct of any Agents or  attorneys-in-fact
selected by it with reasonable care. Exculpatory  Provisions.  Neither the Agent
nor any of its officers,  directors,  employees,  agents,  attorneys-in-fact  or
Affiliates  shall be (i) liable for any action  lawfully  taken or omitted to be
taken by it or such Person  under or in  connection  with this  Agreement or any
other Loan  Document  (except for its or such  Person's own gross  negligence or
willful  misconduct) or (ii) responsible in any manner to any of the Lenders for
any recitals, statements,  representations or warranties made by any Borrower or
any officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided for
in, or received by the Agent under or in connection  with, this Agreement or any
other Loan  Document  or for the value,  validity,  effectiveness,  genuineness,
enforceability  or  sufficiency  of this Agreement or any other Loan Document or
for any  failure  of any  Borrower  to  perform  its  obligations  hereunder  or
thereunder.  The  Agent  shall  not be under  any  obligation  to any  Lender to
ascertain  or to  inquire  as to the  observance  or  performance  of any of the
agreements  contained  in, or  conditions  of, this  Agreement or any other Loan
Document,  or to inspect  the  properties,  books or  records of the  Borrowers.
Reliance  by Agent.  The Agent  shall be  entitled  to rely,  and shall be fully
protected  in relying,  upon any Note,  writing,  resolution,  notice,  consent,
certificate,  affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine and correct
and to have been signed,  sent or made by the proper  Person or Persons and upon
advice and statements of legal counsel (including,  without limitation,  counsel
to any  Borrower),  independent  accountants  and other experts  selected by the
Agent.  Without  limiting the  foregoing or the  obligation  of each Borrower to
confirm in writing any telephonic  notice permitted to be given  hereunder,  the
Agent may prior to receipt of written  confirmation  act without  liability upon
the basis of such telephonic  notice,  believed by the Agent in good faith to be
from a Responsible Officer of any Borrower or any Subsidiary. The Agent may deem
and treat the payee of any Note as the owner  thereof for all purposes  unless a
written  notice of assignment,  negotiation or transfer  thereof shall have been
filed with the Agent.  The Agent shall be fully justified in failing or refusing
to take any action  under this  Agreement or any other Loan  Document  unless it
shall first  receive such advice or  concurrence  of the Majority  Lenders as it
deems  appropriate or it shall first be indemnified to its  satisfaction  by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing  to take any such action.  The Agent shall in all
cases be fully  protected in acting,  or in refraining  from acting,  under this
Agreement  and the other  Loan  Documents  in  accordance  with a request of the
Majority  Lenders,  and such  request  and any  action  taken or  failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans. Notice of Default. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Agent  has  received  notice  from a  Lender  or a  Borrower  referring  to this
Agreement,  describing  such  Default or Event of Default and stating  that such
notice is a "notice of  default".  In the event that the Agent  receives  such a
notice, the Agent shall give notice thereof to the Lenders. The Agent shall take
such  action  with  respect  to such  Default  or Event of  Default  as shall be
reasonably directed by the Majority Lenders;  provided that unless and until the
Agent  shall  have  received  such  directions,  the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such  Default  or Event of Default  as it shall  deem  advisable  in the best
interests of the Lenders.  Non-Reliance on Agent and Other Lenders.  Each Lender
expressly  acknowledges  that  neither  the  Agent  nor  any  of  its  officers,
directors,  employees,  Agents,  attorneys-in-fact  or  Affiliates  has made any
representations  or  warranties  to it and that no act by the Agent  hereinafter
taken,  including any review of the affairs of any Borrower,  shall be deemed to
constitute  any  representation  or warranty  by the Agent to any  Lender.  Each
Lender  represents to the Agent that it has,  independently and without reliance
upon the Agent or any other Lender,  and based on such documents and information
as it has deemed  appropriate,  made its own appraisal of and investigation into
the  business,   operations,   property,   financial  and  other  condition  and
creditworthiness  of each  Borrower  and made its own decision to make its Loans
hereunder and enter into this  Agreement.  Each Lender also  represents  that it
will, independently and without reliance upon the Agent or any other Lender, and
based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue to make its own credit  analysis,  appraisals  and  decisions in
taking or not taking action under this  Agreement and the other Loan  Documents,
and to make such  investigation as it deems necessary to inform itself as to the
business,   operations,    property,   financial   and   other   condition   and
creditworthiness  of each  Borrower.  Except  for  notices,  reports  and  other
documents  expressly  required  to be  furnished  to the  Lenders  by the  Agent
hereunder,  the Agent shall not have any duty or  responsibility  to provide any
Lender with any credit or other information concerning the business, operations,
property,  condition (financial or otherwise),  prospects or creditworthiness of
each  Borrower  which  may come into the  possession  of the Agent or any of its
officers,  directors,   employees,  Agents,   attorneys-in-fact  or  Affiliates.
Indemnification.  The Lenders  agree to  indemnify  the Agent in its capacity as
such (to the extent not  reimbursed by the  Borrowers  and without  limiting the
obligation of the  Borrowers to do so),  ratably  according to their  respective
Commitment  Percentages in effect on the date on which indemnification is sought
(such  Commitment  Percentage to be  determined  as if there are not  Defaulting
Lenders),  from  and  against  any and  all  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including,  without limitation, at
any time  following  the  payment of the Loans) be imposed  on,  incurred  by or
asserted  against  the  Agent in any way  relating  to or  arising  out of,  the
Commitments,  this  Agreement,  any of the other Loan Documents or any documents
contemplated   by  or  referred  to  herein  or  therein  or  the   transactions
contemplated hereby or thereby or any action taken or omitted by the Agent under
or in  connection  with any of the  foregoing;  provided that no Lender shall be
liable for the payment of any portion of such liabilities,  obligations, losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Agent's gross negligence or willful misconduct. To the
extent that any Lender would be required to indemnify the Agent pursuant to this
subsection 10.7 but for the fact that it is a Defaulting Lender, such Defaulting
Lender  shall not be  entitled  to receive  any  portion of any payment or other
distribution  hereunder  until each other Lender shall have been  reimbursed for
the excess,  if any,  of the  aggregate  amount  paid by such Lender  under this
subsection  10.7 over the  aggregate  amount  that such  Lender  would have been
obligated  to pay had such  first  Lender  not  been a  Defaulting  Lender.  The
agreements  in this  subsection  10.7 shall survive the payment of the Loans and
all other amounts payable hereunder. Agent in its Individual Capacity. The Agent
and each of its respective  Affiliates  may make loans to, accept  deposits from
and  generally  engage in any kind of business  with any  Borrower as though the
Agent  were not the Agent  hereunder  and under the other Loan  Documents.  With
respect to its Loans  made or  renewed by it and any Note  issued to it and with
respect to any Letter of Credit issued or participated in by it, the Agent shall
have the same  rights  and  powers  under  this  Agreement  and the  other  Loan
Documents  as any  Lender  and may  exercise  the same as though it were not the
Agent,  and the terms  "Lender"  and  "Lenders"  shall  include the Agent in its
respective  individual capacity.  Successor Agent. The Agent may resign as Agent
upon ten (10) days' notice to the Lenders and the Borrowers.  If the Agent shall
resign as Agent  under this  Agreement  and the other Loan  Documents,  then the
Majority  Lenders shall appoint from among the Lenders a successor Agent for the
Lenders, which successor Agent (provided that it shall have been approved by the
Borrowers),  shall  succeed  to the  rights,  powers  and  duties  of the  Agent
hereunder.  Effective upon such appointment and approval, the term "Agent" shall
mean such successor Agent,  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 or any holders of
the Loans.  After any retiring  Agent's  resignation as Agent, the provisions of
this Section 10 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was  Agent  under  this  Agreement  and the  other  Loan
Documents.  MISCELLANEOUS Amendments and Waivers. Neither this Agreement nor any
other  Loan  Document,  nor  any  terms  hereof  or  thereof,  may  be  amended,
supplemented  or  modified  except in  accordance  with the  provisions  of this
subsection  11.1. The Majority  Lenders may, or, with the written consent of the
Majority  Lenders,  the Agent may,  from time to time,  with the  consent of the
Borrowers (a) enter into with the Borrowers written  amendments,  supplements or
modifications  hereto and to the other Loan  Documents for the purpose of adding
any  provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Borrowers  hereunder or thereunder or
(b) waive, on such terms and conditions as the Majority Lenders or the Agent, as
the case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences;  provided,  however,  that no such  waiver and no such  amendment,
supplement or modification shall: reduce the amount or extend the scheduled date
of maturity of any Loan or of any installment thereof, or reduce the stated rate
of any  interest or fee payable  hereunder or extend the  scheduled  date of any
payment  thereof or  increase  the amount or extend the  expiration  date of any
Lender's  Commitment,  in each case  without the consent of each  Non-Defaulting
Lender directly affected thereby;  amend,  modify or waive any provision of this
subsection 11.1 or reduce the percentage specified in the definition of Majority
Lenders,  in each case  without  the written  consent of all the  Non-Defaulting
Lenders;  consent to the  assignment  or transfer by any  Borrower of any of its
rights and  obligations  under this Agreement and the other Loan  Documents,  in
each case without the written consent of all the Non-Defaulting Lenders; release
of any of the material collateral or material guarantee obligations provided for
in a Security  Document,  without  the  written  consent  of all  Non-Defaulting
Lenders except in connection with permitted  dispositions of Collateral;  amend,
modify or waive any  provision of Section 3 without the written  consent of each
Issuing Bank directly  affected  thereby  (provided that, such Issuing Bank is a
Non-Defaulting  Lender);  or amend,  modify or waive any provision of Section 11
without  the  written  consent of the then  Agent.  Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Lenders
(including  Defaulting  Lenders)  and shall be binding upon each  Borrower,  the
Lenders (including Defaulting Lenders),  the Agent and all future holders of the
Loans.  In the  case  of any  waiver,  the  Borrowers,  the  Lenders  (including
Defaulting  Lenders) and the Agent shall be restored to their  former  positions
and rights  hereunder  and under the other Loan  Documents,  and any  Default or
Event of Default waived shall be deemed to be cured and not continuing;  no such
waiver shall extend to any  subsequent  or other  Default or Event of Default or
impair any right consequent thereon.

Releases  of  Collateral  Security.  Notwithstanding  anything  to the  contrary
contained herein or in any Security Document, upon request of the Borrowers, the
Agent shall  (without  any notice to or vote or consent of any Lender)  take any
action  which  has the  effect  of  releasing  any  collateral  security  and/or
guarantee  obligations provided for in any Loan Document to the extent necessary
to permit the  consummation of any Net Proceeds Event or any asset  dispositions
permitted by subsection  8.6;  provided that (unless all Lenders shall otherwise
consent) the Net  Proceeds of any Net  Proceeds  Event are applied in the manner
contemplated  by subsection  4.5 (if so  required).  Notices.  Unless  otherwise
expressly  provided  herein,  all  notices,  requests and demands to or upon the
respective  parties  hereto to be effective  shall be in writing  (including  by
facsimile  transmission) and, unless otherwise expressly provided herein,  shall
be deemed to have been duly given or made (a) in the case of  delivery  by hand,
when delivered,  (b) in the case of delivery by mail, three (3) days after being
deposited  in the mails,  postage  prepaid,  or (c) in the case of  delivery  by
facsimile transmission,  when sent and receipt has been confirmed,  addressed as
follows in the case of the Borrowers and the Agent, and as set forth in Schedule
I in the case of the other  parties  hereto,  or to such other address as may be
hereafter notified by the respective parties hereto: The Borrowers:
                         Advanced Communication Systems, Inc.
                         10089 Lee Highway
                         Fairfax, VA  22030
                         Attention: Dev Ganesan
                         Telecopy: (703) 385-8684
                         Phone: (703) 934-8130
with a copy to:
                         Venable, Baetjer and Howard, LLP
                         2010 Corporate Ridge, Suite 400
                         McLean, VA  22102-7847
                         Attention:  Joseph C. Schmelter, Esq.
                         Telecopy: (703) 821-8949
                         Phone: (703) 760-1920
The Agent:
                         NationsBank, N.A.
                         8300 Greensboro Drive
                         McLean, VA  22102
                         Attention:  Lindsey S. Rheaume
                         Telecopy: (703) 761-8246
                         Phone: (703) 761-8346
with a copy to:
                         Shaw Pittman Potts & Trowbridge
                         2300 N Street, N.W.
                         Washington, D.C.  20037
                         Attention: M. David Krohn, Esq.
                         Telecopy: (212) 603-6801
                         Phone:  (212) 603-6824

provided  that any  notice,  request or demand to or upon the Agent  pursuant to
subsection 2.2, 3.2, 4.3, 4.4 or 4.8 shall not be effective until received.

No  Waiver;  Cumulative  Remedies.  No  failure  to  exercise  and no  delay  in
exercising on the part of the Agent or any Lender, any right,  remedy,  power or
privilege  hereunder or under the other Loan Documents shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, remedy, power or privilege.  The rights,  remedies,
powers and  privileges  herein  provided are cumulative and not exclusive of any
rights,   remedies,   powers  and  privileges   provided  by  law.  Survival  of
Representations   and  Warranties.   All  representations  and  warranties  made
hereunder,  in the other Loan  Documents  and in any  document,  certificate  or
statement  delivered pursuant hereto or in connection herewith shall survive the
execution and delivery of this  Agreement and the making of the Loans  hereunder
and  shall  continue  until  the  termination  of  this  Agreement  pursuant  to
subsection  11.7.  Payment of Expenses  and Taxes.  The  Borrowers,  jointly and
severally,  agree (a) to pay or  reimburse  the Agent for all of its  reasonable
out-of-pocket  costs and expenses  incurred in connection with the  development,
preparation and execution of any amendment,  supplement or modification to, this
Agreement  and the other Loan  Documents  and any other  documents  prepared  in
connection herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable  fees  and  disbursements  of  counsel  to the  Agent,  (b) to pay or
reimburse  each Lender and the Agent for all its costs and expenses  incurred in
connection with the enforcement or with respect to the Agent,  the  preservation
of any rights under this Agreement,  the other Loan Documents and any such other
documents,  including, without limitation, the reasonable fees and disbursements
of counsel to each  Lender and of counsel to the Agent,  (c) to pay,  indemnify,
and hold each Lender and the Agent  harmless  from,  any and all  recording  and
filing fees and any and all  liabilities  with respect to, or resulting from any
delay in paying,  stamp, excise and other taxes, if any, which may be payable or
determined  to be payable in  connection  with the execution and delivery of, or
consummation or  administration  of any of the transactions  contemplated by, or
any amendment,  supplement or modification of, or any waiver or consent under or
in respect  of,  this  Agreement,  the other Loan  Documents  and any such other
documents,  and (d) to pay,  indemnify,  and  hold  each  Lender  and the  Agent
harmless from and against any and all other  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind or nature  whatsoever  with  respect to any Letters of Credit or the
execution,  delivery,  enforcement,   performance  and  administration  of  this
Agreement,  the other Loan Documents or the use of the proceeds of the Loans and
any such other documents,  including,  without limitation,  any of the foregoing
relating  to the  violation  of,  noncompliance  with or  liability  under,  any
Environmental  Law applicable to the operations of any Borrower,  any Subsidiary
or any of the  Properties  (all the foregoing in this clause (d),  collectively,
the  "indemnified  liabilities"),  provided  that the  Borrowers  shall  have no
obligation  hereunder  to the Agent or any Lender  with  respect to  indemnified
liabilities  to the  extent  arising  from the  gross  negligence,  bad faith or
willful  misconduct  of the  Agent  or  such  Lender.  The  agreements  in  this
subsection  11.6  shall  survive  repayment  of the Loans and all other  amounts
payable  hereunder.   Termination.  This  Agreement  shall  terminate  upon  the
termination  of all  Commitments  and the  irrevocable  repayment in full of the
aggregate  outstanding  principal amount of the Loans, accrued interest thereon,
and all fees and expenses  and other  amounts due and payable at such time under
any of the Loan  Documents;  provided  that all  indemnities  set  forth  herein
including,  without limitation,  in subsections 4.14, 4.15, 4.16, 4.17, 10.7 and
11.6 shall survive such termination.  Successors and Assigns; Participations and
Assignments.  This  Agreement  shall be binding upon and inure to the benefit of
the  Borrowers,  the  Lenders,  the Agent and their  respective  successors  and
assigns,  except  that no Borrower  may assign or transfer  any of its rights or
obligations  under this  Agreement  without  the prior  written  consent of each
Lender.  Any  Lender  may,  in the  ordinary  course of its  commercial  banking
business and in accordance  with applicable law, at any time sell to one or more
banks or other financial institutions  ("Participants")  participating interests
in any Loan owing to such  Lender,  any  Commitment  of such Lender or any other
interest of such Lender  hereunder  and under the other Loan  Documents.  In the
event of any such sale by a Lender of a participating interest to a Participant,
such Lender's  obligations  under this Agreement  shall remain  unchanged,  such
Lender shall remain solely responsible for the performance thereof,  such Lender
shall remain the holder of any such Loan for all purposes  under this  Agreement
and the other Loan Documents,  and the Borrowers and the Agent shall continue to
deal solely and  directly  with such  Lender in  connection  with such  Lender's
rights and  obligations  under this Agreement and the other Loan  Documents.  No
Lender  shall  be  entitled  to  create  in  favor  of any  Participant,  in the
participation  agreement  pursuant  to which  such  Participant's  participating
interest  shall be created  or  otherwise,  any right to vote on,  consent to or
approve any matter  relating to this Agreement or any other Loan Document except
for those  specified in clauses (i) and (ii) of the proviso to subsection  11.1.
The Borrowers agree that if amounts  outstanding under this Agreement are due or
unpaid,  or shall have been  declared or shall have become due and payable  upon
the occurrence of an Event of Default,  each  Participant  shall, to the maximum
extent  permitted  by  applicable  law, be deemed to have the right of setoff in
respect of its  participating  interest in amounts owing under this Agreement to
the same  extent  as if the  amount of its  participating  interest  were  owing
directly to it as a Lender under this  Agreement,  provided  that, in purchasing
such participating  interest, such Participant shall be deemed to have agreed to
share  with the  Lenders  the  proceeds  thereof as fully as if it were a Lender
hereunder.  The Borrowers also agree that each Participant  shall be entitled to
the  benefits  of  subsections  4.14,  4.15,  4.16 and 4.17 with  respect to its
participation in the Commitments and the Loans  outstanding from time to time as
if it was a  Lender;  provided  that,  in the  case  of  subsection  4.16,  such
Participant  shall have complied with the  requirements  of said  subsection and
provided,  further, that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the Lenders would have been entitled
to receive in respect  of the amount of the  participation  transferred  by such
Lender to such Participant had no such transfer occurred. Any Lender may, in the
ordinary  course of its  commercial  banking  business  and in  accordance  with
applicable  law,  at any time and from time to time  assign to any Lender or any
affiliate  thereof or, with the consent of the Borrowers and the Agent (which in
each  case  shall  not be  unreasonably  withheld),  to an  additional  bank  or
financial  institution  (an  "Assignee")  all or any  part  of  its  rights  and
obligations  under this  Agreement and the other Loan  Documents  pursuant to an
Assignment and Acceptance,  substantially  in the form of Exhibit G, executed by
such Assignee,  such  assigning  Lender (and, in the case of an Assignee that is
not then a Lender or an affiliate  thereof,  by the Borrowers and the Agent) and
delivered to the Agent for its acceptance  and recording,  provided that, in the
case of any such assignment to an additional bank or financial institution,  (x)
the  aggregate  amount  of the  Commitments  being  assigned  are not less  than
$1,000,000  (or such lesser  amount as may be agreed to by the Borrowers and the
Agent)  and (y) if  such  assignment  is of  less  than  all of the  rights  and
obligations  of the assigning  Lender,  the aggregate  amount of the  Commitment
remaining with the assigning  Lender are each not less than  $1,000,000 (or such
lesser   amount  as  may  be  agreed  to  by  the   Borrowers  and  the  Agent).
Notwithstanding the foregoing,  so long as no event described in subsection 9(f)
shall have occurred and be continuing, unless the Borrowers shall have otherwise
consented,  NationsBank, N.A. shall at all times retain (i) not less than thirty
percent (30%) of the sum of the Commitments of the Lenders and (ii) a Commitment
Percentage  of each  Facility  greater  than  that of any  other  single  Lender
hereunder.  Upon such  execution,  delivery,  acceptance  and recording (and the
payment of the  registration  and processing fee described in clause (e) below),
from and after the effective  date  determined  pursuant to such  Assignment and
Acceptance,  (x) the  Assignee  thereunder  shall be a party  hereto and, to the
extent  provided  in  such  Assignment  and  Acceptance,  have  the  rights  and
obligations of a Lender  hereunder  with a Commitment as set forth therein,  and
(y) the  assigning  Lender  thereunder  shall,  to the extent  provided  in such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance  covering all or the remaining
portion of the  Lenders'  rights and  obligations  under  this  Agreement,  such
assigning  Lender  shall  cease  to  be a  party  hereto).  Notwithstanding  any
provision of this paragraph (c) of this subsection, the consent of the Borrowers
shall not be required  for any  assignment  which occurs at any time when any of
the events  described in subsection  9(f) shall have occurred and be continuing.
The Agent,  on behalf of the  Borrowers,  shall  maintain  at the address of the
Agent  referred to in subsection  11.3 a copy of each  Assignment and Acceptance
delivered to it and a register (the "Register") for the recordation of the names
and addresses of the Lenders and the  Commitments  of, and principal  amounts of
the Loans owing to, each Lender from time to time.  The entries in the  Register
shall, to the extent permitted by applicable law, be prima facie evidence of the
information contained therein, and the Borrowers,  the Agent and the Lenders may
(and, in the case of any Loan or other  obligation  hereunder not evidenced by a
Note,  shall)  treat each Person  whose name is recorded in the  Register as the
owner of a Loan or other  obligation  hereunder  as the  owner  thereof  for all
purposes of this  Agreement and the other Loan  Documents,  notwithstanding  any
notice to the contrary. Any assignment of any Loan or other obligation hereunder
not evidenced by a Note shall be effective  only upon  appropriate  entries with
respect thereto being made in the Register.  The Register shall be available for
inspection by any Borrower or any Lender at any reasonable time and from time to
time upon  reasonable  prior  notice.  Upon its  receipt  of an  Assignment  and
Acceptance  executed by an assigning Lender and an Assignee (and, in the case of
an Assignee that is not then a Lender or an affiliate thereof,  by the Borrowers
and the  Agent),  together  with  payment  to the  Agent of a  registration  and
processing fee of $2,500 by such Assignee,  the Agent shall (i) promptly  accept
such  Assignment  and  Acceptance  and  (ii) on the  effective  date  determined
pursuant  thereto record the information  contained  therein in the Register and
give notice of such acceptance and recordation to the Lenders and the Borrowers;
provided that no such fee shall be payable with respect to any  assignment  from
an assigning Lender to an affiliate thereof. The Borrowers authorize each Lender
to disclose  to any  Participant  or Assignee  (each,  a  "Transferee")  and any
prospective  Transferee  any  and all  financial  information  in such  Lenders'
possession concerning any Borrower or any Affiliate of a Borrower which has been
delivered  to such  Lender  by or on behalf of such  Borrower  pursuant  to this
Agreement or which has been delivered to such Lender by or on behalf of any such
Borrower in connection with such Lenders' credit evaluation of any such Borrower
and its Affiliates prior to becoming a party to this Agreement. For avoidance of
doubt,  the parties to this  Agreement  acknowledge  that the provisions of this
subsection  11.8  concerning  assignments  of Loans  and  Notes  relate  only to
absolute  assignments  and that  such  provisions  do not  prohibit  assignments
creating  security  interests,  including,  without  limitation,  any  pledge or
assignment  by a  Lender  of any  Loan or Note to any  Federal  Reserve  Bank in
accordance with applicable law.

Adjustments; Set-off.
If any Lender (a  "Benefited  Lender") at any time shall  receive any payment of
all or part of its  Loans  or the  Reimbursement  Obligations  owing  to it,  or
interest  thereon,  or  receive  any  collateral  in  respect  thereof  (whether
voluntarily or involuntarily,  by set-off,  pursuant to events or proceedings of
the  nature  referred  to  in  subsection  9(f),  or  otherwise),  in a  greater
proportion than any such payment to or collateral  received by any other Lender,
if any, in respect of such other Lenders' Loans or the Reimbursement Obligations
owing to it (as the case may be), or interest  thereon,  such  benefited  Lender
shall  purchase for cash from the other  Lenders such portion of each such other
Lenders'  Loans or the  Reimbursement  Obligations  owing to it (as the case may
be),  or  shall  provide  such  other  Lenders  with  the  benefits  of any such
collateral,  or the  proceeds  thereof,  as shall  be  necessary  to cause  such
benefited  Lender to share the excess payment or benefits of such  collateral or
proceeds ratably with each of the Lenders, and if after taking into account such
sharing the benefited  Lender  continues to have access to addition  funds of or
collateral  granted by any Borrower for application on account of its debt, then
the benefited  Lender shall use such funds or collateral to reduce  Indebtedness
of any such Borrower held by it and share such payments and the benefits of such
collateral with the other Lenders; provided, however, that if all or any portion
of such excess  payment or benefits is thereafter  recovered from such benefited
Lender,  such purchase  shall be rescinded,  and the purchase price and benefits
returned, to the extent of such recovery,  but without interest.  The Borrowers,
jointly and severally, agree that each Lender so purchasing a portion of another
Lenders' Loans or  Reimbursement  Obligations may exercise all rights of payment
(including,  without limitation, rights of set-off) with respect to such portion
as fully as if such Lender were the direct holder of such  portion.  In addition
to any rights and  remedies of the Lenders  provided by law,  each Lender  shall
have the right,  without  prior  notice to any  Borrower,  any such notice being
expressly  waived by each Borrower to the extent  permitted by  applicable  law,
upon any amount becoming due and payable by any Borrower  hereunder  (whether at
the stated  maturity,  by  acceleration or otherwise) to set-off and appropriate
and apply against such amount any and all deposits (general or special,  time or
demand,  provisional  or  final),  in  any  currency,  and  any  other  credits,
indebtedness  or  claims,  in any  currency,  in each  case  whether  direct  or
indirect,  absolute or  contingent,  matured or  unmatured,  at any time held or
owing by such  Lender or any  branch,  agency  or (to the  extent  permitted  by
applicable law) banking affiliate thereof to or for the credit or the account of
any Borrower.  Each Lender agrees promptly to notify the Borrowers and the Agent
or any  Lender  after any such  set-off  and  application  made by such  Lender,
provided  that the failure to give such notice  shall not affect the validity of
the set-off and application.

Joint and Several  Liability.  WHETHER OR NOT EXPRESSLY  STATED HEREIN OR IN ANY
OTHER LOAN  DOCUMENT,  ALL  OBLIGATIONS  OF THE  BORROWERS  (OR OF ANY BORROWER)
HEREUNDER AND UNDER EACH OTHER LOAN DOCUMENT  (WHETHER IN CONNECTION WITH LOANS,
LETTERS OF CREDIT OR OTHER OBLIGATIONS) ARE JOINT AND SEVERAL OBLIGATIONS OF ALL
BORROWERS.  Maximum  Amount of Joint and Several  Liability.  To the extent that
applicable  Law otherwise  would render the full amount of the joint and several
obligations  of any  Subsidiary  of ACS Inc.  hereunder and under the other Loan
Documents invalid or unenforceable,  such Subsidiary's obligations hereunder and
under the Loan  Documents  shall be limited to the maximum amount which does not
result in such  invalidity or  unenforceability,  provided,  however,  that each
Borrower's  obligations  hereunder and under the other Loan  Documents  shall be
presumptively  valid and  enforceable to their fullest extent in accordance with
the terms hereof or thereof, as if this subsection 11.11 were not a part of this
Agreement.  Counterparts.  This  Agreement may be executed by one or more of the
parties to this Agreement on any number of separate  counterparts  (including by
facsimile  transmission),  and all of said counterparts  taken together shall be
deemed to constitute  one and the same  instrument.  A set of the copies of this
Agreement signed by all the parties shall be lodged with ACS Inc. and the Agent.
Severability.   Any  provision  of  this   Agreement   which  is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other  jurisdiction.  Integration.  This  Agreement and the other Loan Documents
represent the agreement of the Borrowers, the Agent and the Lenders with respect
to  the  subject  matter  hereof,  and  there  are  no  promises,  undertakings,
representations  or  warranties  by the Agent or any Lender  relative to subject
matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.  This  Agreement  amends and  restates in its  entirety  the Existing
Credit Agreement. This Agreement renews, restructures and continues the Existing
Credit Agreement without any novation, discharge, release or satisfaction of the
underlying  obligations or indebtedness (or any collateral security  therefore),
all of which  obligations or indebtedness and security remain  outstanding under
this  Agreement and the Notes.  GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS  OF THE PARTIES  HEREUNDER  SHALL BE GOVERNED BY, AND  CONSTRUED AND
INTERPRETED  IN  ACCORDANCE  WITH,  THE  LAW OF THE  COMMONWEALTH  OF  VIRGINIA.
Submission To  Jurisdiction;  Waivers.  Each  Borrower  hereby  irrevocably  and
unconditionally:  submits  for itself and its  property  in any legal  action or
proceeding  relating to this  Agreement and the other Loan Documents to which it
is a party,  or for  recognition  and  enforcement  of any  judgment  in respect
thereof,  to  the  non-exclusive  general  jurisdiction  of  the  Courts  of the
Commonwealth of Virginia, the courts of the United States of America for the 4th
circuit, and appellate courts from any thereof, consents that any such action or
proceeding  may be brought in such courts and waives any  objection  that it may
now or hereafter  have to the venue of any such action or proceeding in any such
court or that such action or proceeding was brought in an inconvenient court and
agrees  not to plead or claim the same;  agrees  that  service of process in any
such  action  or  proceeding  may be  effected  by  mailing  a copy  thereof  by
registered  or  certified  mail (or any  substantially  similar  form of  mail),
postage prepaid, to a Borrower at its address set forth in subsection 11.3 or at
such  other  address of which the  Lenders  shall  have been  notified  pursuant
thereto;  agrees that nothing herein shall affect the right to effect service of
process in any other manner  permitted by law or shall limit the right to sue in
any  other  jurisdiction;  and  waives,  except  in the case of bad  faith  (and
otherwise to the maximum extent not prohibited by law), any right it may have to
claim  or  recover  in any  legal  action  or  proceeding  referred  to in  this
subsection 11.16 any special, exemplary, punitive or consequential damages.

Acknowledgments.  The Borrowers hereby  acknowledge that: each Borrower has been
advised by counsel in the negotiation,  execution and delivery of this Agreement
and the other Loan Documents; neither the Agent nor any Lender has any fiduciary
relationship  with or duty to any Borrower  arising out of or in connection with
this Agreement or any of the other Loan Documents,  and the relationship between
Agent and Lenders,  on the one hand,  and the  Borrowers,  on the other hand, in
connection herewith is solely that of debtor and creditor;  and no joint venture
is created hereby or by the other Loan  Documents or otherwise  exists by virtue
of the transactions contemplated hereby among any Borrower and the Lenders.

WAIVERS OF JURY TRIAL.  TO THE MAXIMUM EXTENT  PERMITTED BY APPLICABLE LAW, EACH
BORROWER, THE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE
TRIAL BY JURY IN ANY LEGAL ACTION OR  PROCEEDING  RELATING TO THIS  AGREEMENT OR
ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


<PAGE>





         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.


                                                    NATIONSBANK, N.A.,
                                                    as Agent and a Lender



                                                    By:

                                                     Lindsey S. Rheaume
                                                     Vice President


                                                     MELLON BANK, N.A.,
                                                     as a Lender



                                                    By:

                                                     Michael J. Troutman
                                                     Vice President


<PAGE>


                                               ADVANCED COMMUNICATION
                                                   SYSTEMS, INC.,
                                               as Borrower


                                               By:

                                                 Dev Ganesan
                                                 Chief Financial Officer


                                               ADVANCED MANAGEMENT, INC.,
                                               as Borrower


                                               By:

                                                  Dev Ganesan
                                                  Chief Financial Officer


                                               INTEGRATED SYSTEMS CONTROL,INC.,
                                               as Borrower


                                               By:


                                                   Dev Ganesan
                                                   Chief Financial Officer


                                               RF MICROSYSTEMS, INC.,
                                               as Borrower


                                               By:

                                                    Dev Ganesan
                                                    Chief Financial Officer


                                               SEMCOR, INC.,
                                               as Borrower


                                               By:

                                                     Dev Ganesan
                                                     Chief Financial Officer