EQUIPMENT FACILITY AND REVOLVING CREDIT AGREEMENT


     This EQUIPMENT  FACILITY AND REVOLVING CREDIT AGREEMENT  (together with all
exhibits hereto and any amendments and modifications  hereto in effect from time
to time, this  "Agreement") is made as of this 13th day of August,  1997, by and
between SUMMIT BANK (the "Bank") a banking corporation  organized under the laws
of the State of New  Jersey,  and  VESTCOM  INTERNATIONAL,  INC.,  a New  Jersey
corporation (the "Borrower"). All other capitalized terms used herein shall have
the meanings assigned to such terms in Article II hereof.

                                   BACKGROUND

     WHEREAS,  the  Borrower  has  requested  that the Bank  make  available  an
equipment  purchase facility in the principal amount of up to $5,000,000 for the
purpose of financing the acquisition  from time to time of certain  equipment to
be used or useful in the ordinary course of the integrated and related  business
of the  Borrower and its  Subsidiaries  as presently  conducted  (the  "Financed
Equipment");

     WHEREAS,  the Borrower has further requested that the Bank make available a
committed  revolving credit facility  pursuant to which the Borrower may request
advances from time to time in an aggregate principal amount of up to $25,000,000
outstanding at any time for the purposes herein specified; and

     WHEREAS,  the  Bank is  willing  to make  available  to the  Borrower  such
equipment  purchase  facility and committed  revolving  credit facility upon the
terms and conditions herein stated;

                                    AGREEMENT

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby  acknowledged,  and intending to be legally bound
hereby, the Bank and the Borrower agree as follows:

                          I. THE CREDIT ACCOMMODATIONS.

1.01 Equipment  Facility.  Subject to the terms and conditions herein set forth,
     during the Equipment  Facility  Commitment  Period, the Bank agrees to make
     available to the Borrower an equipment  finance  facility  (the  "Equipment
     Facility"),  under which the Bank shall make  advances  (each an "Equipment
     Loan" and collectively the "Equipment  Loans") to the Borrower from time to
     time to finance the acquisition of the Financed Equipment. Amounts borrowed
     under the Equipment Facility and repaid may not be reborrowed.  The amounts
     outstanding  under each  Equipment  Loan  shall be  evidenced  by  separate
     promissory  notes,  substantially in the form of Exhibit A hereto (together
     with any  attachments  thereto and amendments or  modifications  thereof in
     effect from time to time, an  "Equipment  Loan Note" and  collectively  the
     "Equipment Loan Notes"). The Equipment Loans shall be Fixed Rate Loans.

1.02 Equipment   Facility  Maximum  Principal  Amount.   The  maximum  aggregate
     principal  amount of  Equipment  Loans  outstanding  at any time  shall not
     exceed FIVE  MILLION  00/100  DOLLARS  ($5,000,000.00),  such amount  being
     hereinafter  referred  to as  the  "Maximum  Equipment  Facility  Principal
     Amount".  If the aggregate  principal amount of Equipment Loans outstanding
     at any time under the  Equipment  Facility  exceeds the  Maximum  Equipment
     Facility Principal Amount, then the Borrower shall immediately repay to the
     Bank the amount of such excess.

1.03 Borrowing  Procedures Under Equipment  Facility.  If the Borrower desire to
     borrow under the  Equipment  Facility,  the Borrower  shall give the Bank a
     notice of the amount and date of such borrowing by no later than 3 Business
     Days prior to the proposed  funding of the relevant  Equipment  Loan.  Such
     notice  shall be in the form of the "Notice of  Borrowing  Under  Equipment
     Facility" attached hereto as Exhibit B and shall be accompanied by (i) true
     and complete  description of the Financed Equipment to be acquired with the
     proceeds  of  the  proposed  Equipment  Loan,  the  location  (or  proposed
     location)  of such  equipment,  the  identity  of the record  owner of such
     location and if title to such  equipment  is to be held by a Subsidiary  of
     the Borrower, the identity of such Subsidiary,  and (ii) a true and correct
     copy of the vendor's  invoice or bill of sale, as the case may be, rendered
     in  connection  with  the  purchase  of  such  equipment,  which  shall  be
     accompanied by the payment  instructions  of such vendor to permit the Bank
     to fund the  proceeds  of the  relevant  Equipment  Loan  directly  to such
     vendor.  Upon  receipt  of any  such  notice,  the  Bank  may,  in its sole
     discretion,  request  any  documents  or  instruments  (including,  without
     limitation,  additional financing  statements,  certificate or documents of
     title and/or additional  security  agreements  substantially in the form of
     Exhibit G attached  hereto  that are  necessary  or  advisable  in order to
     assure the Bank's first priority security interest in the relevant Financed
     Equipment  and in  connection  with such  request,  the Bank may  refuse or
     postpone the funding of the relevant  Equipment Loan until such time as the
     relevant  Borrower has complied  therewith.  Said Notice of Borrowing Under
     Equipment  Facility  shall also  specify the desired  term of the  relevant
     Equipment Loan, which shall be either 24, 36 or 48 months in duration (each
     such proposed  term, an  "Equipment  Loan Term").  Promptly upon receipt of
     said notice,  the Bank shall give the Borrower  notice of the Fixed Rate to
     be  applicable  to the  proposed  Equipment  Loan  base  upon  the  desired
     Equipment Loan Term.  The principal  amount of any Equipment Loan requested
     hereunder shall not exceed one hundred percent (100%) of the purchase price
     of the relevant Financed Equipment as stated on the invoice or bill of sale
     accompanying  the relevant  notice of borrowing,  but in no event shall any
     Equipment   Loan  be  in  a  principal   amount  of  less  than   $100,000.
     Notwithstanding  anything  in  this  Section  1.03  to  the  contrary,  the
     obligation  of the  Bank to fund  any  Equipment  Loan  is  subject  to the
     satisfaction  of the  conditions  set forth in  Section  5.03  hereof.  The
     Borrower shall pay to, or reimburse,  the Bank on demand the costs incurred
     in connection with the  preparation,  filing or recordation of any document
     or  instrument  requested  pursuant  to  this  Section 1.03  as well as the
     reasonable  costs and expense of Bank's  counsel in  connection  with legal
     services  rendered to assure the Bank's first priority security interest in
     the   relevant   Financed   Equipment.   The   aforementioned   payment  or
     reimbursement  obligation, as the case may be, shall survive the funding of
     any particular Equipment Loan.

1.04 Interest on Equipment  Loans/Term  Loan.  Interest on each Equipment  Loans
     shall accrue at the Fixed Rate applicable  thereto and be payable  monthly,
     in arrears, on each Payment Date during which such Loan is outstanding, and
     upon payment in full of the aggregate outstanding balance thereof.

1.05 Equipment Loans Principal Payment Terms. The outstanding  principal balance
     of each Equipment Loan shall be repaid in consecutive monthly  installments
     and payable on each Payment  Date  applicable  thereto.  The amount of each
     such  principal  installment  will be  equal  to the  amount  necessary  to
     amortize  the  original  principal  amount  of such  Equipment  Loan  (on a
     straight-line  basis) over the Equipment Loan Term applicable  thereto.  In
     any event, the final installment of principal  applicable  thereto shall be
     due and payable on the applicable Equipment Loan Maturity Date and shall be
     in an amount equal to the then remaining unpaid principal  balance thereof,
     together with any accrued and unpaid interest thereon.

1.06 The Revolving Credit Facility.  Subject to the terms and conditions hereof,
     the Bank agrees to make  available  to the  Borrower,  a  revolving  credit
     facility (the "Revolving  Credit Facility") under which the Bank shall make
     advances  to the  Borrower  from time to time during the  Revolving  Credit
     Commitment Period in an aggregate  principal amount  outstanding at any one
     time of up to TWENTY-FIVE MILLION 00/100 DOLLARS  ($25,000,000.00)  (each a
     "Revolving  Credit Loan" and  collectively  the "Revolving  Credit Loans").
     During the Revolving  Credit  Commitment  Period,  the Borrower may borrow,
     repay and reborrow as provided  herein.  Revolving Credit Loans may be made
     as Alternate  Base Rate Loans or LIBOR Loans,  as requested by the Borrower
     pursuant  to Section  1.12  hereof.  The  Revolving  Credit  Loans shall be
     evidenced by a single promissory note, substantially in the form of Exhibit
     C hereto  (together  with any  attachments  thereto  and/or  amendments  or
     modifications  thereof in effect from time to time, the  "Revolving  Credit
     Note").  The  Revolving  Credit  Commitment  Period may be extended  for an
     additional period not to exceed 3 years in the sole and absolute discretion
     of the Bank.  The Borrower  shall be notified of the Bank's  decision to so
     extend the Revolving Credit  Commitment Period by a date occurring no later
     than 14  months  prior to the  Revolving  Credit  Expiration  Date  then in
     effect.  For the  avoidance of doubt,  it is hereby  acknowledged  that the
     Bank's agreement to so extend the Revolving Credit Commitment Period may be
     subject to the  acceptance  by the  Borrower of such  additional  terms and
     conditions,  or the  modification of the existing terms and conditions,  of
     the  Revolving  Credit  Facility  as the  Bank may  impose  in its sole and
     absolute discretion.

1.07 Revolving Credit Facility Maximum Principal  Amount.  The maximum aggregate
     principal  amount of the Revolving  Credit Loans  outstanding  at any time,
     when  added to the  Letter of  Credit  Outstanding  at such time  shall not
     exceed  TWENTY FIVE MILLION  00/100  DOLLARS  ($25,000,000.00)  such amount
     being  hereinafter  referred to as the "Maximum  Revolving Credit Principal
     Amount".  If the aggregate  outstanding  principal  amount of the Revolving
     Credit Loans plus the Letters of Credit  Outstanding at any time exceed the
     Maximum Revolving Credit Principal  Amount,  the Borrower shall immediately
     repay to the Bank the amount of such excess.

1.08 Letter of Credit  Sub-Facility.  Within the  limitations  of the  Revolving
     Credit  Facility  herein  set  forth,  the  Borrower  may from time to time
     request that the Bank issue  irrevocable  standby or commercial  letters of
     credit for the  account of the  Borrower  and in support of any  obligation
     deemed  acceptable by the Bank in its sole  discretion  (any such letter of
     credit so issued,  a "Letter of Credit" and  collectively  the  "Letters of
     Credit").  Notwithstanding  the  foregoing (i) no Letter of Credit shall be
     issued by the Bank in a Stated  Amount  which (x) when added to the Letters
     of Credit Outstandings at such time, would exceed $2,000,000.00 or (y) when
     added  to the sum of the  aggregate  outstanding  principal  amount  of the
     Revolving  Credit  Loans  plus the Letter of Credit  Outstandings,  at such
     time,  would exceed the Maximum  Revolving Credit  Principal  Amount.  Each
     Letter of Credit  issued in  accordance  herewith  shall have an expiration
     date  occurring  no later than 1 year from the date of issuance  and in any
     event no later  than (i) 6  months,  in the case of  commercial  letter  of
     credit, or (ii) 1 year, in the case of irrevocable  automatically renewable
     letter of credit,  after the Revolving Credit  Expiration Date. Each Letter
     of Credit shall be denominated  in U.S.  dollars.  When a Borrower  desires
     that a Letter of Credit be issued for its  account,  it shall give the Bank
     at least 3 Business  Days' written notice (or such lesser number of days as
     may be agreed to by the Bank).  Each such request shall be accompanied by a
     completed  and  executed  "Letter of Credit  Application/Agreement"  (or an
     amendment to any then effective  application)  in the form furnished by the
     Bank  to  the  Borrower  from  time  to  time.   The  terms  of  each  such
     application/agreement  are incorporated herein to the extent not consistent
     herewith.  In  connection  with the  issuance  of any  Letters of Credit in
     accordance herewith,  the Borrower shall pay all letters of credit fees and
     other  expenses  that are  customarily  charged  by the Bank in  connection
     therewith.

1.09 Interest on Revolving Credit Loans.  Interest on each Revolving Credit Loan
     that is an Alternate Base Rate Loan shall accrue at the Alternate Base Rate
     plus the  Applicable  Margin,  if any,  and shall be  payable  monthly,  in
     arrears,  on each Payment Date during which such Loan is  outstanding,  and
     upon payment in full of the outstanding  balance of such Loan.  Interest on
     each Revolving  Credit Loan that is a LIBOR Loan shall accrue at LIBOR plus
     the  Applicable  Margin and shall be payable,  in arrears,  on each Payment
     Date during which such Loan is outstanding, and upon payment in full of the
     outstanding balance of such Loan.

1.10 Revolving  Credit  Principal  Payment  Terms.  The  aggregate   outstanding
     principal balance of the Revolving Credit Loans,  together with all accrued
     and unpaid  interest  thereon,  shall be due and  payable on the  Revolving
     Expiration Date.
 
1.11 Borrowing  Procedures Under the Revolving Credit Facility.  If the Borrower
     desires to borrow under the Revolving Credit  Facility,  the Borrower shall
     give the Bank  irrevocable  written  notice of the  amount and date of such
     borrowing no later than 1 Business  Day prior to the date of such  proposed
     borrowing  in the case of  Alternate  Base Rate Loans and 2  Business  Days
     prior to the date of such  proposed  borrowing  in the case of LIBOR Loans.
     Such notice shall be in the form of a "Notice of Borrowing  Under Revolving
     Credit"  attached  hereto as Exhibit D. Each borrowing  under the Revolving
     Credit  Facility  shall be in an  amount  equal to  $100,000  or any  whole
     multiple  thereof.  The  Borrower  shall  not be  permitted  to  request  a
     Revolving  Credit Loan in the form of a LIBOR  Loan,  if the making of such
     Loan would cause the aggregate number of LIBOR Loans  outstanding under the
     Revolving Credit Facility to exceed 10 at such time.

1.12 Revolving Credit Interest Conversion and Continuance Options Options.

     (a) Subject to the  limitation of the last sentence of Section 1.11 hereof,
     during the Revolving Credit  Commitment  Period,  the Borrower may elect to
     convert any Revolving Credit Loan to a Loan maintained at the other rate of
     interest  available for Revolving Credit Loans hereunder by giving the Bank
     irrevocable  notice (which may be telephone  notice  promptly  confirmed in
     writing) of such election at least 2 Business Days prior to the  conversion
     to a LIBOR Loan and at least 1 Business  Day prior to the  conversion  to a
     Alternate  Base Rate Loan.  Said  notice  shall  specify,  in the case of a
     conversion  to a LIBOR Loan,  the  desired  Interest  Period  with  respect
     thereto,  which shall be either 1, 2, 3 or 6 months in duration as selected
     by the Borrower.  Conversions  of LIBOR Loans to Alternate  Base Rate Loans
     shall  be made  only on the  last  day of the  Interest  Period  applicable
     thereto. Conversions of Alternate Base Rate Loans to LIBOR Loans shall only
     be made on a Business Day.

     (b) During the Revolving Credit Commitment  Period,  the Borrower may elect
     to continue any Revolving  Credit Loan that is a LIBOR Loan as such type of
     Loan upon the expiration of the then current  Interest  Period with respect
     thereto by giving the Bank an  irrevocable  notice  (which may be telephone
     notice promptly  confirmed in writing) of such election at least 2 Business
     Days prior to the  expiration  of the then  current  Interest  Period  with
     respect thereto. Such notice shall also specify the desired Interest Period
     for the Loan so continued,  which may be 1, 2, 3 or 6 months in duration as
     selected by the Borrower.

     (c) If the  Borrower  fails  to  notify  the  Bank  of  the  conversion  or
     continuance  of any LIBOR Loan within the time  specified  in this  Section
     1.13, then any such Loan shall  automatically  convert to an Alternate Base
     Rate Loan on the last day of the then expiring applicable Interest Period.

1.13 Arrangement  Fees1.13  Arrangement  Fees.  The Borrower  shall pay, or have
     paid, to the Bank on or before the Closing Date a one time  arrangement fee
     in an amount equal to $75,000. The Borrower acknowledges that such fee is a
     liquidated sum and,  together with the amounts payable  pursuant to Section
     11.02  hereof,  constitute  reasonable  compensation  to the  Bank  for its
     expenses and services in connection  with the arrangement of the facilities
     provided  hereunder and the  negotiation  and preparation of this Agreement
     and the other Credit Documents.

1.14 Commitment  Fee.1.14  Commitment  Fee. The Borrower  shall pay to the Bank,
     quarterly in arrears,  a commitment  fee for the period  beginning from and
     including the date that is 6 months from the Closing Date (the "Commitment
     Fee  Commencement  Date")  until  the  Revolving  Credit  Expiration  Date,
     computed  for each  quarter  occurring  in said  period at a per annum rate
     equal to the  Applicable  Commitment  Fee  multiplied  by the average daily
     amount of the Availability  for such quarter.  Such commitment fee shall be
     payable  commencing  on May 1, 1998 and  continuing  quarterly on the first
     Business Day of February,  May, August, and November  occurring  thereafter
     and on the Revolving  Credit  Expiration Date. Any such payment shall be in
     respect of the  immediately  preceding full fiscal quarter then last ended,
     except  for the  initial  payment  which  shall be  respect  of the  period
     commencing on the Commitment Fee Commencement  Date through the last day of
     the fiscal quarter then last ended.

1.15 Computation.  Interest and any fees or compensation  based upon a per annum
     rate  shall be  calculated  on the  basis of a 360 day year for the  actual
     number of days elapsed.

1.16 Payments Generally;  Debiting of Account. All payments made hereunder shall
     be paid in  accordance  with the  payment  terms  set  forth in the  Notes.
     Without  limiting the generality of the foregoing,  the Borrower  agrees to
     maintain a demand deposit account at the Bank (the "Account")  continuously
     until the Obligations due hereunder are paid in full. The Bank may, and the
     Borrower  authorizes  the Bank to,  debit the Account for the amount of any
     payment as and when such payment becomes due hereunder.  At any time during
     the  continuance  of an Event of Default,  the Bank may,  and the  Borrower
     authorizes  the Bank to debit  any  other  account  and/or  certificate  of
     deposit  maintained  by the  Borrower  with the Bank for the  amount of any
     payment,  as and when such  payment  becomes due  hereunder,  whether  such
     payment is for accrued  interest,  principal  or expense,  even if debiting
     such account  results in a loss or reduction of interest to the Borrower or
     the  imposition  of a penalty  applicable  to the early  withdrawal of time
     deposits.  Such authorization shall not affect the Borrower's obligation to
     pay when due all  amounts  payable  hereunder,  whether  or not  there  are
     sufficient  funds in any accounts of the Borrower.  The Borrower  agrees to
     fund  the  Account  from  time to time in  amounts  sufficient  to make any
     regularly  scheduled  payments of principal  and interest  hereunder as and
     when such payments  become due. The  foregoing  rights of the Bank to debit
     the Borrower's  accounts shall be in addition to, and not in limitation of,
     any rights of set-off which the Bank may have hereunder or under any Credit
     Document.

                                II. DEFINITIONS.

2.01 Defined Terms.  The following  terms used  throughout  this Agreement shall
     have the meanings assigned below:

     Affiliate.  The term "Affiliate" means, as applied to any Person, any other
     Person that directly or indirectly controls,  is controlled by, or is under
     common  control  with,  that  Person.  For  purposes  of  this  definition,
     "control" (including,  with correlative meanings,  the terms "controlling",
     "controlled by" and "under common control with"), as applied to any Person,
     means  the  possession,  directly  or  indirectly,  of the  power  to  vote
     twenty-five  percent  (25%) or more of the  securities  or other  ownership
     interests  having  voting  power for the  election of  directors  (or other
     persons performing similar functions) of such Person or otherwise to direct
     or cause the  direction  of the  management  and  policies of that  Person,
     whether  through  the  ownership  of voting  securities  or by  contract or
     otherwise.

     Alternate Base Rate. The term "Alternate Base Rate" means the higher of the
     Announced Base Rate or the Federal Funds Rate.

     Alternate  Base Rate Loan.  The term  "Alternate  Base Rate Loan" means any
     Loan at all times  during  which  such Loan bears  interest  based upon the
     Alternate Base Rate.

     Announced  Base Rate.  The term  "Announced  Base Rate" means the per annum
     rate of interest  established  by the Bank as its reference  rate in making
     loans,  and does not reflect the rate of interest charged to any particular
     borrower  or  class  of  borrowers.  The  Borrower  acknowledges  that  the
     Announced  Base Rate is not tied to any external  rate of interest and that
     the rate of  interest  charged  hereunder  (if  any)  which is based on the
     Announced Base Rate shall change  automatically  and  immediately as of the
     date of any  change  in the  Announced  Base  Rate,  without  notice to the
     Borrower.

     Applicable Commitment Fee. The term "Applicable  Commitment Fee" means from
     and after the first day of any Applicable  Margin  Adjustment Period to and
     including the last day of such Applicable  Margin  Adjustment  Period,  the
     Applicable Commitment Fee determined by reference to the table appearing in
     the definition of "Applicable Margin".

     Applicable  Margin.  The  term  "Applicable  Margin"  means  initially  the
     percentage corresponding to the Consolidated Funded Debt to EBITDA Ratio of
     the Borrower set forth on the table set forth below based on the  quarterly
     financial  statements  for the fiscal  period  ending as of June 30,  1997,
     provided,  however,  that from and  after  the first day of any  Applicable
     Margin  Adjustment  Period to and including the last day of such Applicable
     Margin  Adjustment  Period,  the  Applicable  Margin shall be determined by
     reference to percentages  corresponding to the Consolidated  Funded Debt to
     EBITDA Ratio of the Borrower for the Test Period last ended,  in accordance
     with the following table:
<TABLE>
<CAPTION>

                                                                                          Applicable
                                                            Applicable                    Nargin for
If Such Ratio                                               Margin for LIBOR              Alternate Base
Is:                           Commitment Fee                Loans                         Rate Loans

<S>                           <C>                           <C>                           <C>    
Less than 1.15 to 1.00        25 basis points (.25%)        100 basis points (1.00%)
                                                                                               -0-

Greater  than  or  equal  to  25 basis points (.25%)        125 basis points (1.25%)           -0-
1.15 to 1.00,  
but less than
1.5 to 1.00

Greater  than  or  equal  to  30 basis points (.30%)        150 basis points (1.50%)     25 basis points (.25%)
1.50 to 1.00,  
but less than
2.00 to 1.00

Greater  than  or  equal  to  37.5 basis points (.375%)     175 basis points  (1.75%)    50 basis points (.50%)
2.0 to 1.00,  
but less  than
2.5 to 1.00

Greater  than  or  equal  to  50 basis points (.50%)        225 basis points (2.25%)     100 basis points (1.00%)
2.5 to 1.00

</TABLE>


          Notwithstanding the foregoing,  at all times during which there exists
          an Event of  Default,  the  Applicable  Margin  (A)  with  respect  to
          Alternate  Base Rate Loans,  shall be 100 basis points (1.00%) and (B)
          with respect to LIBOR Loans,  shall be 225 basis points  (2.25%),  and
          said margin shall be in addition to any margin added to the applicable
          rate of interest  to  calculate  the  "Default  Rate"  pursuant to the
          relevant Note.

          Applicable  Margin  Adjustment  Period  means (A) with  respect to the
          determination of the Applicable  Commitment Fee,  initially the period
          commencing  6 months from the Closing  Date and ending on the last day
          of the then current fiscal quarter and thereafter  each fiscal quarter
          occurring  thereafter and (B) with respect to the determination of the
          Applicable Margin, initially the period commencing October 1, 1997 and
          ending December 31, 1997 and thereafter each fiscal quarter  occurring
          thereafter.

          Approved Subordinated  Indebtedness.  The term "Approved  Subordinated
          Indebtedness"  means  any  Indebtedness  of the  Borrower  that (i) is
          subordinated  to the  Obligations on terms and conditions  approved in
          writing  by  the  Bank  and  (ii)  does  not   constitute   Guaranteed
          Indebtedness of the Borrower or any of its Subsidiaries or Affiliates.

          Availability.  The Term "Availability" means, as of any relevant date,
          the amount by which the Maximum  Revolving  Credit Amount  exceeds the
          amount of the aggregate  outstanding principal amount of the Revolving
          Credit Loan.

          Business  Day.  The term  "Business  Day"  means any day other  than a
          Saturday, Sunday, or a day on which commercial banks are authorized or
          obligated by law or  executive  order to be closed in the State of New
          Jersey.

          Capital  Expenditures.  The term  "Capital  Expenditure"  means,  with
          respect to any Person,  without  duplication  and for any period,  the
          aggregate  value  attributed in accordance  with GAAP, to acquisitions
          during  such  period  by  such  Person  of  any  asset,   tangible  or
          intangible,  or  replacements or  substitutions  therefor or additions
          thereto  which  such  Person  treated as a  non-current  asset on such
          Person's financial statement,  including,  without limitation, (x) the
          acquisition  or  construction  of assets  having a useful life of more
          than 1 year and (y) assets  acquired  during such period in connection
          with Capitalized Leases.

          Capitalized  Lease. The term "Capitalized  Lease" means any lease with
          respect  to  which  the  obligation  to  pay  rent  or  other  amounts
          constitutes Capitalized Lease Obligations.

          Capitalized   Lease   Obligations.   The   term   "Capitalized   Lease
          Obligations"  means  obligations  to pay rent or other amounts under a
          lease of (or other  agreement  conveying the right to use) real and/or
          personal  property which obligations are required to be classified and
          accounted for as capital leases on a balance sheet in accordance  with
          GAAP.

          Closing  Date.  The term  "Closing  Date"  means the date on which the
          conditions set forth in Section 5.01 hereof have been fulfilled to the
          satisfaction of the Bank.

          Confidential  Information.  The term "Confidential  Information" means
          information  furnished  to the Bank on a  confidential  basis by or on
          behalf of the Borrower and  designated  as such,  but does not include
          any such  information  that is or becomes  generally  available to the
          public   (other  than  through  any  breach  of  any   confidentiality
          undertaking  hereunder or in connection  therewith) or that legally is
          or  becomes  available  to the  Bank  from a  source  other  than  the
          Borrower.

          Consolidated. The term "Consolidated" means an accounting presentation
          which includes the consolidated  Subsidiaries of the Borrower prepared
          in accordance with GAAP, consistently applied.

          Consolidated   EBITDA.  The  term  "Consolidated   EBITDA"  means  the
          Borrower's  earnings  (excluding  any  extraordinary  or  nonrecurring
          items) before interest expense, taxes,  depreciation and amortization,
          determined  for the relevant  Test Period on a  Consolidated  basis in
          accordance with GAAP, consistently applied.

          Consolidated Fixed Charges Ratio. The term "Consolidated Fixed Charges
          Ratio" means the ratio of (i) the  Borrower's  Consolidated  EBITDA to
          (ii) the Current  Maturities  of the  Borrower's  Funded Debt plus all
          cash and non-cash interest (including, without limitation, capitalized
          interest)  payable during the relevant Test Period on or in connection
          with any  Indebtedness  of the  Borrower  of any  type,  in each  case
          determined  for the relevant  Test Period on a  Consolidated  basis in
          accordance with GAAP, consistently applied.

          Consolidated  Funded  Debt to  EBITDA  Ratio.  The term  "Consolidated
          Funded  Debt to EBITDA  Ratio"  means the ratio of (A) the  Borrower's
          Funded Debt to (B) the Borrower's  Consolidated  EBITDA,  in each case
          determined  for the relevant  Test Period on a  Consolidated  basis in
          accordance with GAAP, consistently applied.

          Consolidated  Stated  Net  Worth.  The term  "Consolidated  Stated Net
          Worth" means, at any time:

          (a) the total assets of the Borrower which would be shown as assets on
          a Consolidated  balance sheet of the Borrower,  prepared in accordance
          with GAAP, consistently applied,

          minus

          (b) the total  liabilities  of the  Borrower  which  would be shown as
          liabilities on a Consolidated balance sheet of the Borrower,  prepared
          in accordance with GAAP, consistently applied.

          Consolidated  Tangible Net Worth. The term "Consolidated  Tangible Net
          Worth" mean, at any time:

          (a) the total assets of the Borrower which would be shown as assets on
          a  Consolidated  balance  sheet of the Borrower and its  Subsidiaries,
          prepared  in  accordance  with  GAAP,   consistently  applied,   after
          subtracting therefrom the aggregate amount of any capitalized research
          and  development  costs;   capitalized  interest;  debt  discount  and
          expense;  goodwill;  patents;  trademarks;   copyrights;   franchises;
          licenses; amounts owing from officers;  directors, or other Affiliates
          of the Borrower;  and any  investments  in any Affiliate of any of the
          foregoing;  and  such  other  assets  as are  properly  classified  as
          "intangible  assets" determined in accordance with GAAP,  consistently
          applied,

          minus

          (b) the total  liabilities  of the  Borrower  which  would be shown as
          liabilities on a Consolidated balance sheet of the Borrower,  prepared
          in accordance with GAAP, consistently applied.

          Credit  Documents.  The term "Credit  Documents" means this Agreement,
          each  Equipment  Loan Note,  the Revolving  Credit Note,  the Security
          Agreements,  the Guaranties,  any Letters of Credits and any letter of
          credit agreement/application  executed in connection with the issuance
          thereof,  each  of the  other  documents,  referenced  in the  Closing
          Checklist attached hereto as Exhibit E, each of the "Credit Documents"
          referenced therein,  and all other all credit  accommodations,  notes,
          loan   agreements,   guaranties,   security   agreements,   mortgages,
          instruments,  pledge agreements,  assignments,  acceptance agreements,
          commitments,  facilities,  letters of credit, reimbursement agreements
          and  any  other  agreements  and  documents,   of  the  Borrower,  any
          Guarantor,  with  or in  favor  of,  the  Bank,  in each  case  now or
          hereafter existing,  creating,  evidencing,  guarantying,  securing or
          relating to any or all of the Obligations,  together with in each case
          all amendments, modifications, renewals, or extensions thereof.

          Current Maturities.  The term "Current  Maturities" means with respect
          to any item of Indebtedness, the portion of such Indebtedness which by
          the  terms of such  Indebtedness  or the  terms of any  instrument  or
          agreement related thereto was due and payable during the relevant Test
          Period, whether such payment is required by a demand which may be made
          during  such Test  Period,  regularly  scheduled  principal  payments,
          mandatory  prepayment,  sinking fund  requirements or final payment at
          maturity.

          Environmental Laws. The term "Environmental Laws" means all applicable
          laws,  regulations and other requirements of Governmental  Authorities
          relating to pollution or protection of the environment, including laws
          relating to emissions,  discharges, releases or threatened releases of
          pollutants,  contaminants,  or hazardous or toxic  materials or wastes
          into ambient air, surface water, ground weather, or land, or otherwise
          relating  to the  disposal,  transport,  or  handling  of  pollutants,
          contaminants, or hazardous or toxic material or wastes.

          Equipment  Facility.  The term  "Equipment  Facility"  shall  have the
          meaning assigned to such term in Section 1.01 hereof.

          Equipment Facility  Commitment  Period.  The term "Equipment  Facility
          Commitment Period" means the period commencing on the Closing Date and
          ending on the Equipment Facility Expiration Date.

          Equipment  Facility  Expiration  Date.  The term  "Equipment  Facility
          Expiration  Date"  means the date that is the  earlier to occur of (i)
          the third anniversary of the Closing Date,  (ii) the date on which the
          Maximum  Equipment  Facility  Amount has been  funded by the Bank,  or
          (iii) the date on which  this  Agreement  is  terminated  pursuant  to
          Section 3.03 hereof.

          Equipment Loan and Equipment  Loans.  The terms  "Equipment  Loan" and
          "Equipment  Loans" shall have the  meanings  assigned to such terms in
          Section 1.01 hereof.

          Equipment Loan Maturity Date. The term  "Equipment Loan Maturity Date"
          means,  with respect to any  particular  Equipment  Loan,  the date on
          which the Equipment Loan Term applicable thereto shall have expired.

          Equipment  Loan Note and Equipment  Loan Notes.  The terms  "Equipment
          Loan Note" and "Equipment Loan Notes" shall have the meaning  assigned
          to such terms in Section 1.01 hereof.

          Equipment  Loan Term.  The term  "Equipment  Loan Term" shall have the
          meaning assigned to such term in Section 1.03 hereof.

          Event of Default.  The term "Event of Default"  shall have the meaning
          assigned to such term in Article IX hereof.

          Facilities Management  Arrangements.  The term "Facilities  Management
          Arrangements"  means  any  written  contractual   undertaking  of  the
          Borrower or any of its Subsidiaries  pursuant to which the Borrower or
          any of its Subsidiaries is to perform services  substantially  similar
          to the services  rendered by the Borrower or any of its  Subsidiary in
          the ordinary course of their respective  businesses at a facility that
          is owned or otherwise  operated by a Person other than the Borrower or
          any of its  Subsidiaries  and in connection with the rendition of such
          services, the Borrower or any of its Subsidiaries, as the case may be,
          acquires title to, or assumes Indebtedness secured by a Lien upon, the
          equipment and machinery located at such facility.

          Federal  Funds Rate.  The term  "Federal  Funds Rate"  means,  for any
          period,  a  fluctuating  interest  rate equal for each day during such
          period to 50 basis points  (.50%)  above 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
          by the  Federal  Reserve  Bank of New  York on the  Business  Day next
          preceding  such  day  for  amounts  in  immediately   available  funds
          comparable to the principal amount of the relevant indebtedness or, if
          such rate is not so published for any day for which the next preceding
          day is a Business Day, the average of the  quotations  for such day on
          such  transactions  received by the Bank from three (3) Federal  Funds
          brokers of recognized standing selected by the Bank.

          Financed  Equipment.  The term  "Financed  Equipment"  shall  have the
          meaning  assigned  to such  term in the first  recital  clause of this
          Agreement.

          Fixed Rate. The term "Fixed Rate" means,  for each Equipment Loan, the
          per annum rate of interest equal to 200 basis points (2.00%) above the
          average  asked  yield for "Govt.  Bonds & Notes",  as set forth in the
          column designated  "Treasury Bonds,  Notes & Bills" in The Wall Street
          Journal most recently published as of the date that is 2 Business Days
          prior to the proposed date of funding of the relevant  Equipment Loan,
          having  a  maturity  date  that  falls in the  same  month  applicable
          Equipment  Loan  Maturity  Date,  provided  that if no such  yield  is
          published for the relevant month,  yields for the published month next
          succeeding and the published  month next preceding such month shall be
          used to  determine  the Fixed Rate by  interpolating  such yields on a
          straight-line   basis.   If  The  Wall  Street  Journal  at  the  time
          determination  of the Fixed  Rate is no longer  publishing  the yields
          described above, then the Bank shall determine such yield based on any
          other nationally recognized source for such published yields as it may
          select in its reasonable discretion.

          Fixed Rate Loan.  The term "Fixed Rate Loan" means each Equipment Loan
          at all time during which such Loan bears interest based upon the Fixed
          Rate.

          Funded Debt. The term "Funded Debt" means, with respect to any Person,
          without  duplication,  (i)  indebtedness  of such Person for  borrowed
          money, (ii) obligations of such Person evidenced by bonds, debentures,
          notes, or other similar instruments,  (iii) obligations of such Person
          to pay the deferred purchase price of property or services (other than
          accounts payable to trade creditors and current operating  liabilities
          incurred in the ordinary  course of  business),  and (iv)  Capitalized
          Lease Obligations of such Person, as lessee.

          GAAP. The term "GAAP" means generally accepted  accounting  principles
          in effect from time to time in the United States.

          Governmental  Authority.  The term "Governmental  Authority" means 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.

          Guaranteed Indebtedness.  The term "Guaranteed Indebtedness" means, as
          to any Person, all Indebtedness of the type referred to in clauses (i)
          through  (ix) of the  definition  of  Indebtedness  in this  Agreement
          guaranteed  directly or indirectly in any manner by such Person, or in
          effect guaranteed  directly or indirectly by such Person, or in effect
          guaranteed  directly or indirectly by such Person through an agreement
          (i) to pay or purchase such Indebtedness or to advance or supply funds
          for the payment or purchase of such  Indebtedness,  (ii) to  purchase,
          sell or lease (as lessee or lessor)  property,  or to purchase or sell
          services,  primarily  for the purpose of  enabling  the debtor to make
          payment  of  such  Indebtedness  or  to  assure  the  holder  of  such
          Indebtedness  against  loss,  (iii) to supply funds to or in any other
          manner  invest  in the  debtor  (including  any  agreement  to pay for
          property or services  irrespective  of whether or not such property is
          received or such services are rendered), or (iv) otherwise to assure a
          creditor  against loss. For the avoidance of doubt, it is acknowledged
          that if the  Borrower  or any  Guarantor  is  permitted  to incur  any
          Indebtedness   hereunder,  it  is  also  permitted  to  guaranty  such
          Indebtedness if incurred by the Borrower or any other Guarantor.

          Guarantors. The term "Guarantors" means collectively,  Computer Output
          Systems, Inc., a Connecticut corporation, Comvestrix Corp., a Delaware
          corporation,   Electronic   Imaging   Services,   Inc.,   a   Delaware
          corporation,  Image Printing Systems,  Inc., a Wisconsin  corporation,
          Direct Mail Services, Inc., a New Jersey corporation,  Quality Control
          Printing, Inc., a New Jersey corporation, First Class Presort, Inc., a
          New Jersey corporation,  Mystic Graphic Systems, Inc., a Massachusetts
          corporation,  504087 N.B. Inc., a New Brunswick (Canada)  corporation,
          Lirpaco,  Inc.,  a  Canadian  corporation,  Cos  Information  Inc.,  a
          Canadian corporation,  and any Subsidiary of the Borrower that becomes
          a guarantor of the Obligations in accordance with Section 8.08 hereof.

          Guaranties.  The term  "Guaranties"  means  collectively  Guaranty and
          Suretyship  Agreements executed by the Guarantors in favor of the Bank
          on even date herewith and any other guaranty and suretyship  agreement
          executed  and  delivered  by any  other  Subsidiary  of  the  Borrower
          pursuant to Section 8.08 hereof.

          Indebtedness.  The term "Indebtedness" means, as to any Person (i) all
          indebtedness of such Person for borrowed  money,  (ii) all obligations
          of such Person evidenced by bonds, debentures, notes, or other similar
          instruments,  (iii) all obligations of such Person to pay the deferred
          purchase price of property or services (other than accounts payable to
          trade  creditors  and current  operating  liabilities  incurred in the
          ordinary course of business), (iv) all indebtedness created or arising
          under any  conditional  sale or other title  retention  agreement with
          respect to property  acquired by such Person  (even  though the rights
          and remedies of the seller or lender under such agreement in the event
          of default are limited to repossession or sale of such property),  (v)
          all Capitalized Lease Obligations of such Person, as lessee,  (vi) all
          obligations,   contingent   or   otherwise,   of  such  Person   under
          acceptances,  letters  of  credit  or  similar  facilities,  (vii) all
          obligations  of such Person to purchase,  redeem,  retire,  defease or
          otherwise  acquire for value any  capital  stock of such person or any
          warrants,  rights or options to acquire such capital stock, valued, in
          the  case  of  redeemable  preferred  stock,  at  the  greater  of its
          voluntary  or  involuntary  liquidation  preference  plus  accrued and
          unpaid dividends,  (viii) all obligations of such Person in respect of
          interest rate swap  agreements  (as defined in 11 U.S.C.  Secion 101),
          currency  swap  agreements  and other similar  agreements  designed to
          hedge  against  fluctuations  in  interest  rates or foreign  exchange
          rates,  (ix) all  obligations  of  production  payments  from property
          operated by or on behalf of such Person and other similar arrangements
          with respect to natural resources,  (x) all Guaranteed Indebtedness of
          such  Person,  and (xi) all  Indebtedness  of the type  referred to in
          clauses (i)  through (x) above  secured by (or for which the holder of
          such Indebtedness has an existing right,  contingent or otherwise,  to
          be secured by) any Lien on property  (including,  without  limitation,
          accounts and contracts rights) owned by such Person,  even though such
          Person  has not  assumed  or become  liable  for the  payment  of such
          Indebtedness.

          Interest Period. The term "Interest Period" means, with respect to any
          LIBOR Loan:

          (a) initially,  the period commencing on, as the case may be, the date
          of borrowing or conversion  with respect to such LIBOR Loan and ending
          1, 2, 3 or 6 months thereafter as selected by the relevant Borrower in
          its notice of  borrowing  as  provided  in Section  1.11 hereof or its
          notice of conversion as provided in Section 1.12(a) hereof; and

          (b)  thereafter,  each period  commencing  on the last day of the next
          preceding  Interest Period applicable to such LIBOR Loan and ending 1,
          2, 3 or 6 months  thereafter  as selected by the relevant  Borrower in
          its notice of continuance as provided in Section 1.12(b) hereof;

          provided that the foregoing  provisions  relating to Interest  Periods
          are subject to the following:

          (i) if any Interest Period  pertaining to a LIBOR Loan would otherwise
          end on a day which is not a Business Day,  that 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 even such  Interest  Period  shall end on the
          immediately preceding Business Day;

          (ii) any Interest Period pertaining to a LIBOR 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; and

          (iii) no Borrower  shall select any Interest  Period that would extend
          such Interest Period beyond the Revolving Credit Expiration Date.

          Investments.  The term "Investment" shall have the meaning assigned to
          such term in Section 8.07 hereof.

          Letter of Credit and Letters of Credit.  The terms  "Letter of Credit"
          and "Letters of Credit" shall have the meanings assigned to such terms
          in Section 1.08 hereof.

          Letter of Credit Outstanding.  The term "Letter of Credit Outstanding"
          means, at any time, the sum of, without  duplication (i) the aggregate
          Stated Amount of all outstanding Letters of Credit; (ii) the aggregate
          amount of all unreimbursed  drawing  thereunder;  and (iii) the Stated
          Amount of all Letters of Credit  requested in accordance  with Section
          1.08 hereof but not yet issued.

          LIBOR.  The term "LIBOR"  means,  with respect to each day during each
          Interest Period, the rate (rounded to the next higher 1/100 of 1%) for
          U.S.  dollar  deposits with a maturity equal to the relevant  Interest
          Period in the London interbank market as determined by the Bank from a
          recognized source for quotations of the London interbank offered rate,
          on the second London business day before the relevant  Interest Period
          begins,  adjusted for reserves by dividing that rate by 1.00 minus the
          LIBOR Reserve.

          LIBOR Loan.  The term "LIBOR Loan" means any Revolving  Credit Loan at
          all times during which such Loan bears interest based upon LIBOR.

          LIBOR Reserve.  The term "LIBOR Reserve" means the maximum  percentage
          reserve  requirement  (rounded  to the  next  higher  1/100  of 1% and
          expressed  as a decimal)  in effect  for any day  during the  relevant
          Interest  Period under the Federal  Reserve  Board's  Regulation D for
          Eurocurrency liabilities as defined therein.

          Lien. The term "Lien" means any mortgage,  pledge,  security interest,
          encumbrance,  lien or other form of charge or preferential arrangement
          of any kind (including,  without limitation, any agreement to give any
          of the foregoing, any conditional sale or other title retention or any
          lease in the nature thereof).

          Loan.  The term "Loan"  means a Revolving  Credit Loan or an Equipment
          Loan,  as the  context  shall  require,  and the term  "Loans"  means,
          collectively, the Revolving Credit Loans and the Equipment Loans.

          Material  Adverse Effect.  The term "Material  Adverse Effect" means a
          material  adverse  effect on (a) the business,  operations,  property,
          condition   (financial   or   otherwise)   of  the  Borrower  and  its
          Subsidiaries  taken as a whole,  (b) the  ability of the  Borrower  to
          perform its obligations under this Agreement,  the Notes or any of the
          other Credit Documents,  or (c) the validity or enforceability of this
          Agreement,  the Notes or any of the  other  Credit  Documents,  or the
          rights or remedies of the Bank hereunder or thereunder.

          Maximum  Equipment   Facility  Principal  Amount.  The  term  "Maximum
          Equipment Facility Principal Amount",  shall have the meaning assigned
          to such term in Section 1.02 hereof.

          Maximum Revolving Credit Principal Amount. The term "Maximum Revolving
          Credit Principal  Amount" shall have the meaning assigned to such term
          in Section 1.08 hereof.

          Note.  The term "Note" means an Equipment  Loan Note or the  Revolving
          Credit Note, as the context shall require, and the term "Notes" means,
          collectively, the Equipment Loan Notes and the Revolving Credit Note.

          Obligations.  The term "Obligations" means any and all obligations and
          indebtedness  of every kind and  description  of the Borrower owing to
          the Bank,  whether under the Credit  Documents or other loan documents
          or agreements,  and whether such debts or  obligations  are primary or
          secondary, direct or indirect, absolute or contingent,  sole, joint or
          several,  secured or unsecured,  due or to become due,  contractual or
          tortious,  arising  by  operation  of  law  or  otherwise,  or  now or
          hereafter existing, including, without limitation, principal interest,
          fees, late fees,  expenses,  and/or  attorneys' fees and costs (to the
          extent  reimbursable  to the Bank by the Borrower  pursuant to Section
          11.02), that have been or may hereafter be contracted or incurred.

          OEM Equipment  Finance  Transactions.  The term "OEM Equipment Finance
          Transactions"  means  equipment lease or purchase money financing with
          respect to equipment  or machinery  leased or acquired by the Borrower
          or any of its Subsidiaries pursuant to which the Indebtedness incurred
          in connection  therewith is held by the original  manufacturer of such
          equipment or machinery,  or an Affiliate of said original manufacturer
          that, in the ordinary course of its business,  provides such financing
          to purchasers of such equipment or machinery.

          Payment Date. The term "Payment Date" means (i) in the case of a LIBOR
          Loan,  the  last  day of  each  Interest  Period  applicable  thereto;
          provided,  however that, if the Interest Period applicable to any such
          LIBOR  Loan is in  excess  of 3  months,  then the  Payment  Date with
          respect  to such Loan  shall  also  include  the date that is 3 months
          after the  initial  funding  thereof,  (ii) in the case of a Alternate
          Base  Rate  Loan,  the  first day of each  month  occurring  after the
          Closing  Date,  and (iii) in the case of an Equipment  Loan,  the date
          that corresponds  numerically in the next calendar month following the
          funding of such Loan to the date of such funding, and the same date of
          each successive month occurring  thereafter,  unless such funding date
          is the last day of a calendar  month, in which case, such Payment Date
          shall be the last day of each such successive calendar month.

          Permitted  Investments.  The term  "Permitted  Investments"  means (i)
          readily  marketable direct obligations of the Government of the United
          States of America or any agency or instrumentality thereof or any full
          faith and  credit  obligations  of the  United  States  Government  or
          obligations  guaranteed  by  the  United  States  Government  and  its
          agencies,  (ii) any investment grade debt or equity  securities issued
          by any other  Person,  (iii)  certificates  of  deposit  of any United
          States  commercial bank, (iv) any investment  arranged by the Bank, or
          an affiliate of the Bank,  on behalf of the Borrower  pursuant to cash
          management  services  provided  to the  Borrower  by the  Bank or such
          affiliate,  (v) instruments held for collection in the ordinary course
          of business,  (vi) any equity or debt securities or other form of debt
          instrument obtained in settlement of debts previously contracted,  and
          (vii) any  equity or debt  security  obtained  in  connection  with an
          acquisition permitted pursuant to Section 8.03 hereof.

          Permitted  Liens.  The  term  "Permitted   Liens"  means  those  Liens
          permitted to exist pursuant to Section 8.02 hereof.

          Person.  The term "Person" means any  individual,  partnership,  joint
          venture, firm, corporation,  association, trust or other enterprise or
          any government or political  subdivision or any agency,  department or
          instrumentality thereof.

          Public Offering. The term "Public Offering" means that certain initial
          public offering of no less than 3,850,000  shares of the common stock,
          no par  value,  of the  Borrower,  as  contemplated  in  that  certain
          Registration  Statement of the Borrower on Form S-1  (Registration No.
          333-23519) on file with the SEC, together with Amendment No. 1 through
          5 thereto,  as the same has been declared effective by the SEC on July
          29,  1997 and the 424(b)  prospectus  filed on July 30,  1997 with the
          SEC.

          Revolving  Credit  Commitment   Period.  The  term  "Revolving  Credit
          Commitment  Period" mean the period commencing on the Closing Date and
          ending on the Revolving Credit Expiration Date.

          Revolving  Credit   Expiration   Date.  The  term  "Revolving   Credit
          Expiration Date" means the earlier to occur of (a) August 12, 2000, as
          the same may be  extended  from time to time in the sole and  absolute
          discretion  of the  Bank or (b) the date on which  this  Agreement  is
          terminated pursuant to Section 3.03 hereof.

          Revolving Credit Facility.  The term "Revolving Credit Facility" shall
          have the meaning assigned to such term in Section 1.07 hereof.

          Revolving Credit Loan and Revolving Credit Loans. The terms "Revolving
          Credit  Loan" and  "Revolving  Credit  Loans"  shall have the meanings
          assigned to such term in Section 1.07 hereof.

          Revolving Credit Note. The term "Revolving Credit Note" shall have the
          meanings assigned to such term in Section 1.07 hereof.

          SEC. The term "SEC" shall mean the Securities and Exchange  Commission
          or any  Governmental  Authority  which may  succeed  to the  authority
          thereof or be substituted therefor.

          Security Agreements. The term "Security Agreements" means collectively
          each of the  security  agreements  in favor of the Bank  executed  and
          delivered in connection with the funding of any Equipment Loan.

          Stated  Amount.  The term  "Stated  Amount"  means with respect to any
          Letter of Credit, the maximum amount available to be drawn thereunder,
          determined  without  regard to whether any conditions to drawing could
          then be met.

          Subsidiary.  The  term  "Subsidiary"  means,  as to  any  Person,  any
          corporation  or other entity of which  securities  or other  ownership
          interests  having  ordinary  voting  power to elect a majority  of the
          board of directors or other persons  performing  similar functions are
          at the time directly or indirectly owned or controlled by such Person,
          one  or  more  of  the  other  Subsidiaries  of  such  Person  or  any
          combination thereof.

          Term Loan.  The term "Term Loan"  shall have the  meaning  assigned to
          such term in Section 1.04 hereof.

          Term Loan Maturity Date. The term "Term Loan Maturity Date" shall have
          the meaning assigned to such term in Section 1.04 hereof.

          Test Period shall mean,  with respect to any applicable  determination
          under  this  Agreement,  a period of twelve  (12)  consecutive  months
          (taken as one  accounting  period)  and  ending on the last day of the
          fiscal  quarter of the Borrower then last ended,  provided that during
          the  period  immediately  following  the  consummation  of the  Public
          Offering,  this term shall mean the shorter period  commencing on such
          consummation  date and  ending  on the last day of the  latest  fiscal
          quarter until there has elapsed 4 complete fiscal quarters;  provided,
          further  that for  purposes of any  computation  hereunder  during the
          period  contemplated in the foregoing proviso,  such computation shall
          be annualized by the Bank in accordance with methodologies customarily
          utilized by the Bank for such purposes.

2.02 Principles of Construction.truction

          (a) References.  All references to articles,  Sections,  schedules and
          exhibits are to articles,  Sections,  schedules  and exhibits in or to
          this  Agreement  unless  otherwise  specified.   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.

          (b) Accounting  Terms. All accounting  terms not specifically  defined
          herein or in any exhibit hereto shall be construed in accordance  with
          GAAP in conformity  with those  principles  used in the preparation of
          the financial statements referred to in Section 6.04 hereof.

                                III. PREPAYMENT.

3.01 Prepayment  of Revolving  Credit Loans.  The Revolving  Credit Loans may be
     prepaid,  in whole or in part, at any time, provided that any prepayment in
     respect of a LIBOR Loan shall be made only on the last day of the  Interest
     Period  applicable  thereto,  and  provided,   further,  that  any  partial
     prepayments of the Revolving Credit Loans shall be in a principal amount of
     not less than $250,000,  or any whole  multiple  thereof.  All  prepayments
     shall include  accrued and unpaid interest to the date of prepayment on the
     principal amount prepaid. All partial prepayments received pursuant to this
     Section 3.01 shall be applied to the Obligations that are in respect of the
     Revolving  Credit  Loans  in  the  manner  determined  by the  Bank  in its
     reasonable discretion.

3.02 Prepayments of Equipment Loans. Any Equipment Loan may be prepaid, in whole
     or in part at any time,  without  premium or  penalty;  provided,  that any
     partial  prepayment of an Equipment Loan shall be in a principal  amount of
     not less than $250,000,  or any whole multiple thereof.  All prepayments of
     an Equipment Loan shall include  accrued and unpaid interest to the date of
     prepayment on the principal amount prepaid.  All partial prepayments of the
     principal  balance of any Equipment  Loan shall be applied to the Equipment
     Loan  specified  by the  Borrower  in  inverse  order of  maturity  of such
     Equipment Loan.

3.03 Termination. If the Borrower has prepaid the Revolving Credit Loans and all
     Equipment  Loans in full and has paid or  otherwise  discharged  all  other
     Obligations,  then  upon  written  notice  to the Bank,  the  Borrower  may
     irrevocably terminate this Agreement without premium or penalty,  whereupon
     no further Loans will be made hereunder,  such  termination to be effective
     as of the date set forth in said notice.

                        IV. YIELD MAINTENANCE PROVISIONS.

4.01 Inability to Determine  Rate. If with respect to any Interest  Period,  the
     Bank determines that extraordinary and unforeseen  circumstances beyond the
     control of the Bank exists with respect to the  relevant  market which make
     it  impracticable  to  ascertain  the  interest  rate  applicable  for such
     Interest  Period,  the Bank  shall  promptly  notify the  Borrower  of such
     determination.  Upon such determination, no additional LIBOR Loans shall be
     permitted  under the Revolving  Credit  Facility and no conversions  to, or
     continuances  of, LIBOR Loans shall be  permitted  pursuant to Section 1.12
     hereof until the notice of such  determination has been withdrawn.  If such
     notice has not been withdrawn by the last day of the then current  Interest
     Period  applicable to any then  outstanding  LIBOR Loans, the Borrower must
     elect on the last day of such Interest  Period to either convert such LIBOR
     Loan to an  Alternate  Base Rate Loan or prepay the  outstanding  principal
     balance thereof and accrued interest thereon in full.

4.02 Illegality.  Notwithstanding  any  other  provisions  herein,  if any  law,
     regulation,   treaty  or  directive  or  any  change   therein  or  in  the
     interpretation or application thereof,  shall make it unlawful for the Bank
     to make or maintain any of the Loans as LIBOR Loans as contemplated by this
     Agreement,  (i) the Bank's  commitment  hereunder to make LIBOR Loans under
     the Revolving Credit Facility or to permit  conversions to, or continuances
     of,  LIBOR  Loans  pursuant  to Section  1.12  hereof  shall  forthwith  be
     suspended until the circumstances  surrounding such  unlawfulness  shall no
     longer  exit  and (ii) any of the then  outstanding  LIBOR  Loans  shall be
     converted  to a  Alternate  Base Rate Loan on the last day of the  Interest
     Period applicable  thereto or within such earlier period as may be required
     by law.

4.03 Requirement  of Law.  In the  event  that any law,  regulation,  treaty  or
     directive or any change  therein or in the  interpretation  or  application
     thereof or compliance by the Bank with any request or directive (whether or
     not having the force of law) from any  central  bank or other  Governmental
     Authority (a "Requirement of Law"):

     (a) does or shall subject the Bank to any tax of any kind  whatsoever  with
     respect to this Agreement,  the Notes or any loan made hereunder, or change
     the basis of taxation of payments to the Bank of principal, commitment fee,
     interest or any other amount payable  hereunder  (except for changes in the
     rate of any tax presently imposed on the Bank);

     (b) does or shall impose,  modify or hold  applicable any reserve,  special
     deposit,  compulsory loan or similar requirement against assets held by, or
     deposits or other  liabilities in or for the account of,  advances or loans
     by, or other credit extended by, or any other  acquisition of funds by, any
     office of the Bank which are not otherwise included in the determination of
     LIBOR hereunder; or

     (c) does or shall impose on the Bank any other condition;

     and the result of any of the  foregoing is to increase the cost to the Bank
     of making,  renewing or maintaining advances or extensions of credit to the
     Borrower or to reduce any amount  receivable  from the  Borrower  hereunder
     then, in any such case, the Borrower  shall promptly pay to the Bank,  upon
     its demand,  any  additional  amounts  necessary to compensate the Bank for
     such additional cost or reduced amount  receivable  which the Bank deems to
     be material as determined by the Bank with respect to this  Agreement,  the
     Notes or the Loans made  hereunder.  If the Bank becomes  entitled to claim
     any  additional  amounts  pursuant to this Section 4.03, it shall  promptly
     notify  the  Borrower  of the  event by  reason  of which it has  become so
     entitled.  A certificate  setting forth  calculations  as to any additional
     amounts payable pursuant to the foregoing sentence submitted by the Bank to
     the Borrower  shall be  conclusive  in the absence of manifest  error.  The
     foregoing  shall  in no way  be  construed  to  permit  the  Bank  to  seek
     compensation or payment of additional amounts pursuant to this Section 4.03
     in  connection  with any  Requirements  of Law  imposed  upon the Bank as a
     result of the Bank's violation of a Requirement of Law.

4.04 Capital Adequacy.  If after the date hereof, the Bank shall have determined
     that the  adoption of any  applicable  law,  rule or  regulation  regarding
     capital  adequacy  which is generally  applicable  to banks  subject to the
     jurisdiction of Governmental Authorities having jurisdiction over the Bank,
     or  any  change   therein,   or  any  change  in  the   interpretation   or
     administration  thereof  by any  governmental  authority,  central  bank or
     comparable  agency  charged  with  the   interpretation  or  administration
     thereof,  or compliance by the Bank with any request or directive regarding
     capital  adequacy  (whether  or not  having  the  force of law) of any such
     authority,  central bank or comparable agency, has or would have the effect
     of reducing the rate of return on the Bank's  capital as a  consequence  of
     its  obligations  hereunder to a level below that which the Bank could have
     achieved  but  for  such  adoption,   change  or  compliance  (taking  into
     consideration  the Bank's policies with respect to capital  adequacy) by an
     amount deemed by the Bank to be material, then from time to time, within 30
     days  after  demand by the Bank,  the  Borrower  shall pay to the Bank such
     additional  amount  or  amounts  as  will  compensate  the  Bank  for  such
     reduction. The Bank will promptly notify the Borrower of any event of which
     it has knowledge,  occurring after the date hereof,  which will entitle the
     Bank to compensation  pursuant to this Section 4.04, and such  notification
     of the amount due pursuant to this Section 4.04 shall be conclusive  absent
     manifest error.

4.05 Funding  Indemnity.  The Borrower  agrees to indemnify the Bank and to hold
     the Bank  harmless  from any loss or expense  which the Bank may sustain or
     incur as a  consequence  of (i)  default by the  Borrower in payment of the
     principal of or interest on any LIBOR Loan, including,  but not limited to,
     any such loss or reasonable  expense  arising from  additional  interest or
     fees  payable by the Bank to lenders  of funds  obtained  by it in order to
     maintain  any Loan as a LIBOR Loan,  (ii) except for  prepayments  required
     pursuant to Section 4.01 or 4.02, any prepayment of any LIBOR Loan received
     (from  any  source)  on any date  other  than the last day of the  Interest
     Period applicable thereto,  including, but not limited to, any such loss or
     expense in  connection  with the  employing  of deposits  as a  consequence
     thereof,  (iii)  default by the Borrower in making any borrowing of a LIBOR
     Loan under the  Revolving  Credit  Facility  after such  Borrower has given
     notice thereof in accordance  with Section 1.12 hereof,  of a LIBOR Loan or
     (iv)  default by the Borrower in making any  prepayment  after the Borrower
     has given a notice thereof. This covenant shall survive termination of this
     Agreement and payment of the Notes.

4.06 Match  Funding.  The amount payable or  indemnifiable  under Sections 4.03,
     4.04 and 4.05 hereof shall be  determined,  in the Bank's sole  discretion,
     based upon the  assumption  that the Bank funded 100% of any affected LIBOR
     Loan in the applicable London interbank market.


                                 V. CONDITIONS.

5.01 Requirements  for Initial  Funding.  The obligation of the Bank to make the
     initial  advance of any Loan  available  hereunder is subject to the Bank's
     receipt of each of the documents listed on the Closing  Checklist  attached
     hereto as Exhibit E, and such other  documents  as the Bank may  reasonably
     request,  each, as appropriate,  duly executed and delivered by the parties
     thereto and in form and substance  satisfactory to the Bank. The obligation
     of the Bank to make the initial advance of any Loan available  hereunder is
     subject to the further  condition that the Borrower shall have  consummated
     the Public Offering and the  "Acquisitions" (as defined in the registration
     statement,  as amended,  referred to in the definition of Public  Offering)
     and gross proceeds of not less than $42,000,000 shall have been received by
     the Borrower in connection therewith and used for the purposes described in
     said registration statement.

5.02 Requirements  for Any Advance or Conversion.  The obligation of the Bank to
     (i) make any advance under the Revolving  Credit  Facility or the Equipment
     Facility,  or (ii) permit the conversion of any Revolving  Credit Loan to a
     LIBOR Loan pursuant to Section 1.12 hereof,  is subject to and  conditioned
     upon the following:

     (a) the representations  and warranties  contained in Article VI hereof are
     correct  in all  material  respects  on and as of the  date  of  each  such
     advance,  conversion  or  continuation,   except  for  representations  and
     warranties specifically stated to relate to an earlier date, in which event
     such  representations  and  warranties  shall be  correct  in all  material
     respects as of such earlier date;

     (b) no Event of Default,  and no event which, with the giving of notice, or
     the  passage  of time,  or both,  would  become  an Event of  Default,  has
     occurred and is continuing; and

     (c) all of the Credit  Documents  then in effect by their  terms  remain in
     full force and effect.

5.03 Additional   Requirements  for  Advances  Under  Equipment  Facility.   The
     obligation of the Bank to make any advance under the Equipment  Facility is
     subject  to and  conditioned  upon,  in  addition  to  satisfaction  of the
     conditions  specified in Section 5.02,  the  satisfaction  of the following
     conditions:

     (a) the  Borrower  shall have  complied  with the  procedures  set forth in
     Section  1.03,  including,   without  limitation,  the  furnishing  of  all
     information required thereunder;

     (b) the Borrower or the relevant Subsidiary Guarantor,  as the case may be,
     shall  have  furnished  to the Bank  executed  originals  of (i) a Security
     Agreement substantially in the form of Exhibit G attached hereto (with such
     modifications  thereto as may be  required  by the law of the  jurisdiction
     governing the creation and  perfection of the Bank's  security  interest in
     the relevant  Financed  Equipment in order to provide the Bank with all the
     right,  benefits and remedies of a secured  creditor with a first  priority
     lien in such  equipment) and (ii) such UCC-1  financing  statements  (state
     and/or local), in each case as may be reasonably requested by the Bank;

     (c) the Borrower or the relevant Subsidiary Guarantor,  as the case may be,
     shall  have  caused to be  delivered  to the Bank a  landlord  consent  and
     waiver, in substantially  the form of Exhibit G hereto,  from each landlord
     of the premises in which the relevant Financial Equipment is to be located;

     (d) the Borrower or the relevant  Subsidiary  Guarantor as the case may be,
     shall  have  authorized  the  Bank to fund  the  proceeds  of the  relevant
     Equipment  Loan directly to the vendor of the relevant  Financed  Equipment
     and, in that  connection,  the Borrower or such Subsidiary  Guarantor shall
     have furnished to the Bank all such information and payment instructions as
     the Bank may request to effect such funding;

     (e) the Borrower or the relevant Subsidiary Guarantor, shall have taken all
     such  additional  steps and/or,  as the case may be, provided the Bank with
     all such other  further  assurances as the Bank may  reasonably  request to
     assure  the  Bank  that  the  Lien  of the  Bank in the  relevant  Financed
     Equipment is of the first priority, subject to no other Liens; and

     (f) the Borrower shall have caused to be delivered to the Bank an Equipment
     Loan Note  substantially  in the form of  Exhibit  A hereto,  appropriately
     completed  by the Bank to  reflect  the  specific  terms of the  applicable
     Equipment Loan in accordance with the terms of this Agreement.

                       VI. REPRESENTATIONS AND WARRANTIES.

     The Borrower represents and warrants that:

6.01 Organization;  Authority. The Borrower (a) is a corporation duly organized,
     validly  existing and in good  standing  under the laws of the State of New
     Jersey, is duly qualified as a foreign  corporation and is in good standing
     under the laws of each jurisdiction in which it is required to be qualified
     because of the  business it conducts or the  property it owns,  and (b) has
     the necessary power and authority to enter into and perform its obligations
     under the Credit Documents and all other documents  required by the Bank in
     connection therewith. The execution and performance of the Credit Documents
     have been duly  authorized by all necessary  proceedings on the part of the
     Borrower,  and,  upon their  execution  and  delivery,  they will be valid,
     binding,  and enforceable in accordance with their terms. The execution and
     performance  of the Credit  Documents by the Borrower  will not violate any
     orders,  laws or  regulations  applicable to it, any of its  organizational
     documents,  or any  instruments,  indentures or agreements  (including  any
     provisions  pertaining  to  subordinated  debt) to which the  Borrower is a
     party or by which the Borrower or any of its properties  are bound,  except
     to the extent  that any such  violation  would not have a Material  Adverse
     Effect. All consents, approvals, licenses, franchises, trademarks and other
     general  intangibles  that are necessary or appropriate in connection  with
     this Agreement, the other Credit Documents or the operation of the business
     of the Borrower have been obtained and are in full force and effect, except
     to the extent that any such failure to so obtain and maintain  such general
     intangibles would not have a Material Adverse Effect.

6.02 Subsidiaries.  The corporations listed on Annex I are the only Subsidiaries
     of  Borrower  as  of  the  date  hereof  and  each  such  Subsidiary  is  a
     corporation, duly organized, valid existing and in good standing, under the
     law of the jurisdiction of its organization, is duly qualified as a foreign
     corporation  and is in good standing under the law of each  jurisdiction in
     which it is required to be qualified because of the business it conducts or
     the property it owns and have all necessary  power and authority to own its
     property  and  conduct  its  business  as  then  conducted.  All  consents,
     approvals, licenses,  franchises,  trademarks and other general intangibles
     that are necessary or appropriate  in connection  with the operation of the
     business of each  Subsidiary,  have been obtained and are in full force and
     effect,  except  to the  extent  that any such  failure  to so  obtain  and
     maintain such general intangibles would not have a Material Adverse Effect.
     Each such  Subsidiary  is a wholly owned  Subsidiary of the Borrower and no
     other Person has any direct or indirect interest in such Subsidiary,  other
     than such  interests  which  may  exist as a result of any stock  ownership
     interest of any Person in the Borrower.

6.03 Use of Proceeds;  Margin  Regulation.  The proceeds of the Equipment  Loans
     shall  be  used  exclusively  for  purchase  money  financing  of  Financed
     Equipment.  The proceeds of borrowings  under the Revolving Credit Facility
     shall  be used by the  Borrower  for the  following  purposes:  (i) to fund
     acquisitions  permitted pursuant to Section 8.03 hereof,  (ii) to refinance
     certain   existing   Indebtedness  of  the  Borrower  and  certain  of  its
     Subsidiaries as and to the extent disclosed in writing to the Bank prior to
     the Closing  Date,  and (iii) working  capital and other general  corporate
     purposes.  The Borrower (nor any of its Subsidiaries) is not engaged in the
     business of extending  credit for the purpose of buying or carrying "margin
     stock" (within the meaning of Regulation U issued by the Board of Governors
     of the Federal Reserve  System).  Neither the making of any Loan nor use of
     the proceeds thereof will violate or be inconsistent with the provisions of
     Regulation  G, T, U or X of the Board of Governors  of the Federal  Reserve
     System.

6.04 Financial  Statements.  The financial statements included in the Borrower's
     Form S-1 (as amended) as filed with the SEC in  connection  with the Public
     Offering,  were prepared in accordance with GAAP, consistently applied, are
     true and correct,  and disclose all presently  outstanding  indebtedness or
     obligations  of the Borrower as of the date thereof to the extent  required
     under GAAP, including contingent  obligations,  obligations under leases of
     property from others, and all liens and encumbrances,  including tax liens,
     against its properties and assets;  and there have been no material adverse
     changes in the Borrower's financial condition or business since the date of
     such statements through the Closing Date.

6.05 Suits.  Other than as  disclosed  on Annex I hereof,  there are no actions,
     suits,  proceedings,  or claims pending or threatened against the Borrower,
     any of its Subsidiaries,  or any of their respective properties,  which, if
     adversely determined, would have a Material Adverse Effect.

6.06 Burdensome Agreements.  Neither the Borrower nor any of its Subsidiaries is
     a party to any indenture,  loan or credit agreement or any other agreement,
     contract or instrument,  or subject to any  certificate  of  incorporation,
     by-law, or corporate  restriction,  the compliance with, or the performance
     of, which may reasonably be expected to have a Material Adverse Effect.

6.07 Defaults.  Neither the Borrower nor any of its  Subsidiaries are in default
     under any  agreement to which it is a party or by which it is or any of its
     properties are bound,  or under any indenture or instrument  evidencing any
     its  indebtedness  and  neither the  execution  of nor  performance  by the
     Borrower  under the Credit  Documents  will create a default or any lien or
     encumbrance under any such agreement,  indenture or instrument other than a
     lien or  encumbrance  in favor of the Bank,  except,  in each case,  to the
     extent that the  occurrence  of any such  defaults or the  existence of any
     such liens would not have a Material Adverse Effect.

6.08 ERISA. No employee  benefit plan  established or maintained by the Borrower
     which is subject to the Employee  Retirement Income Security Act, 29 U.S.C.
     Section 1001 et seq.  ("ERISA") has an accumulated  funding  deficiency (as
     such term is  defined in  ERISA).  No  material  liability  to the  Pension
     Benefit  Guaranty  Corporation  (or any successor  thereto under ERISA) has
     been  incurred by the Borrower or any of its  Subsidiaries  with respect to
     any such plan and no Reportable Event under ERISA has occurred. Neither the
     Borrower nor any of its Subsidiaries has an actual or anticipated liability
     under Section 4971 of the Internal  Revenue Code ("Code")  (relating to tax
     on failure to meet the minimum funding standard of Section 412 of the Code)
     with respect to any employee  benefit plan to which any of them contributes
     but which is not  maintained or  established by any of them. No proceedings
     have been  instituted  to terminate  any employee  benefit plan of the type
     described in this Section  6.08 and no  condition  exists which  presents a
     material  risk,  to the  Borrower or any of its  Subsidiaries  of incurring
     liabilities to or on account of any such plan pursuant to the provisions of
     ERISA or the applicable provisions of the Code.

6.09 Tax Returns and Taxes.  Each of the Borrower and its Subsidiaries has filed
     all federal,  state and local tax returns required to be filed and has paid
     all  taxes,  assessments  and  governmental  charges  and  levies  thereon,
     including interest and penalties, except where the same are being contested
     in good faith by appropriate  proceedings  and for which adequate  reserves
     have  been  set  aside,  and no  liens  for  taxes  have  been  filed  by a
     Governmental Authority with respect to any taxes. The charges, accruals and
     reserves on the books of the  Borrower or its  Subsidiary,  as the case may
     be, with respect to taxes or other governmental charges are adequate.

6.10 Compliance  with Statutes,  etc. Each of the Borrower and its Subsidiary is
     in compliance with all applicable statutes,  regulations and orders of, and
     all  applicable  restrictions  imposed  by, any  Government  Authority,  in
     respect of the conduct of its  business  and the  ownership of its property
     (including,  without limitation, any applicable Environmental Laws), except
     such  instances  of  noncompliances  as would not have a  Material  Adverse
     Effect.

6.11 Not an Investment Company. Neither the Borrower nor any of its Subsidiaries
     is an  "investment  company" or a company  "controlled"  by an  "investment
     company",  within the meaning of the  Investment  Company  Act of 1940,  as
     amended.

6.12 No Authorizations or Approvals.  No authorization or approval or action by,
     and no notice to or filing with, any Governmental Authority is required for
     the  due  execution,  delivery  and  performance  by the  Borrower  of this
     Agreement and the other Credit Documents.

6.13 Intellectual  Property,  etc. Each of the Borrower and its Subsidiaries has
     obtained  all  material  patents,  trademarks,  servicemarks,  trade names,
     copyrights, technology, processes, licenses and other rights ("Intellectual
     Property"),  free from any burdensome restrictions,  that are necessary for
     the operation of their respective  businesses as presently conducted and as
     proposed to be conducted. No material claim has been asserted or threatened
     questioning the use of such Intellectual Property, nor does the Borrower or
     any of its  Subsidiaries  know of any  valid  basis  for any such  material
     claim.

6.14 Assets and Properties.  Each of the Borrower and its  Subsidiaries has good
     (and, with respect to real property, marketable) title to all of its assets
     and properties (tangible and intangible) and all such assets and properties
     are free and clear of all Liens (except Permitted Liens). Substantially all
     of the assets  and  properties  owned by,  leased to or used by each of the
     Borrower  and its  Subsidiaries  are in adequate  operating  condition  and
     repair,  ordinary  wear and  tear  excepted,  are  free and  clear of known
     defects  except  such  defects as do not  substantially  increase  with the
     continued use thereof in the conduct of normal  operation,  and such assets
     are able to serve the  function  for which they are  currently  being used,
     except in each case,  where the  failure of such asset or  property to meet
     such requirements would not have a Material Adverse Effect.

6.15 Labor Matters. Except as disclosed on Annex I, neither the Borrower nor any
     of  its  Subsidiaries  is a  party  to a  collective  bargaining  or  union
     contract. There are no strikes,  lockouts or other disputes relating to any
     collective  bargaining or similar agreement to which the Borrower of any of
     its Subsidiaries is a party.

6.16 Insurance.  Annex I hereto  lists  all  material  insurance  contracts  and
     binders of the  Borrower and its  Subsidiaries  which are in full force and
     effect on the date hereof.  Such  contracts and binders  provide  coverages
     which are usual and  customary  in the  business  of the  Borrower  and its
     Subsidiaries as to amount and scope.  With respect to coverages  pertaining
     to any Financed  Equipment,  each such insurance  contract and binder shall
     contain standard lender's  endorsement and loss payee endorsements in favor
     of the Bank, and subject to cancellation or reduction in coverage only upon
     30 days' prior written notice thereto to the Bank.

6.17 True and Complete  Disclosure.  All factual  information (taken as a whole)
     heretofore or  contemporaneously  furnished by the Borrower to the Bank for
     the purposes of or in connection  with this  Agreement or any  transactions
     contemplated  herein is, and all other such factual information (taken as a
     whole)  hereafter  furnished  by or on behalf of the Borrower in writing to
     the Bank will be, true and accurate in all material respects on the date as
     of which such  information is dated or certified and does not omit to state
     any  fact  necessary  to make  such  information  (taken  as a  whole)  not
     misleading  at such time in light of the  circumstances  under  which  such
     information was provided.

                           VII. AFFIRMATIVE COVENANTS

     The  Borrower  covenants  and  agrees  that  for so long as  there  are any
outstanding  Obligations  hereunder,  or the  Bank  shall  have  any  obligation
hereunder,  the  Borrower  shall (and,  as  applicable,  shall cause each of its
Subsidiaries (including the Guarantors) to):

7.01 Financial   Statements.   Furnish  to  the  Bank  the  following  financial
     information:  (i) as soon as available  but in any event within 90 days (or
     105  days,  if the  Borrower  is  operating  under an  automatic  extension
     afforded  pursuant  to the rules and  regulations  promulgated  by the SEC)
     after the close of each fiscal year of the Borrower, to the extent prepared
     to comply with SEC requirements,  a copy of the SEC Form 10-K (or successor
     form  promulgated  by the SEC) filed by the Borrower  with the SEC for such
     fiscal  year,  or,  if no such  form was so filed  for  such  fiscal  year,
     Consolidated  audited  year-end  financial  statements  for  the  Borrower,
     including,  but not limited to, statements of financial  condition,  income
     and cash flows, a reconciliation  of net worth,  notes and other supporting
     schedules to such financial statements and any other information reasonably
     requested by the Bank that may assist the Bank in assessing the  Borrower's
     financial condition (prepared in accordance with GAAP consistently applied,
     and accompanied by an opinion, satisfactory in substance to the Bank, by an
     independent  certified  public  accountant  acceptable  to  the  Bank,  and
     certified as true,  correct and complete by the Borrower's  chief financial
     officer);  (ii) as soon as available but in any event within 45 days (or 50
     days, if the Borrower is operating  under an automatic  extension  afforded
     pursuant to the rules and  regulations  promulgated  by the SEC) after each
     interim  fiscal  quarter,  to  the  extent  prepared  to  comply  with  SEC
     requirements, a copy of the SEC Form 10-Q (or successor form promulgated by
     the SEC) filed by the Borrower with the SEC for such fiscal quarter; or, if
     no such form was so filed for such  fiscal  quarter,  unaudited  management
     prepared  consolidated  financial  statements  for the  Borrower  for  such
     quarter,  including, but not limited to, statements of financial condition,
     incoming  cash  flows,  a  reconciliation  of  net  worth,  and  supporting
     schedules  (prepared in  accordance  with GAAP  consistently  applied,  and
     certified as true,  correct and complete by the Borrower's  chief financial
     officer);  (iii) promptly upon filing the same with the SEC,  copies of any
     filings  and  registrations  with,  and  any  reports  to,  the  SEC by the
     Borrower,  including,  but not  limited  to,  any  reports  on Form 8-K (or
     successor  term  promulgated  by the  SEC),  or any  proxy or  registration
     statement or any other form of public disclosure prescribed by the SEC; and
     (iv)  such  other  information  respecting  the  operations,  financial  or
     otherwise,  of the  Borrower  as the Bank may from time to time  reasonably
     request.

7.02 Compliance  Certificate.  Furnish  to the Bank,  together  with each set of
     financial  statements  described  in clauses  (i) and (ii) of Section  7.01
     hereof,  a compliance  certificate,  substantially in the form of Exhibit F
     hereto, signed by the Borrower's chief financial officer,  certifying that:
     (i) all  representations  and warranties set forth in this Agreement and in
     the other Credit Documents are true and correct in all material respects as
     of the date thereof, except for representations and warranties specifically
     stated to relate to an earlier date in which event such representations and
     warranties  shall be correct in all  material  respects as of such  earlier
     date;  (ii) none of the covenants in this  Agreement or in the other Credit
     Document have been breached which breach is continuing;  and (iii) no event
     has occurred  which,  alone, or with the giving of notice or the passage of
     time, or both, would constitute an Event of Default under this Agreement or
     the other Credit Documents.

7.03 Notice of Certain Events.  Promptly give written notice to the Bank of: (i)
     the  details  of any  Reportable  Events (as  defined in ERISA)  which have
     occurred,  (ii) the occurrence of any event which alone or with notice, the
     passage of time, or both, would  constitute an Event of Default,  and (iii)
     the  commencement  of any  proceeding  or  litigation  which,  if adversely
     determined, would have a Material Adverse Effect.

7.04 Preservation of Property; Insurance. Keep and maintain, and require each of
     its  Subsidiaries  to keep  and  maintain,  all of its and  their  material
     properties  and assets in good  order and  repair,  ordinary  wear and tear
     excepted;  maintain  in  all  material  respects  all  insurance  coverages
     described in Section 6.16 hereof and such other extended coverage,  general
     liability,  hazard, business interruption,  property and other insurance in
     amounts  reasonably  satisfactory  to  the  Bank  and as is  customary  for
     businesses similar to such  corporation's  business and deliver to the Bank
     certificates  of all such insurance in effect;  and cause all such policies
     covering any of the Financed  Equipment to contain loss payee  endorsements
     in favor of the Bank and to be  subject to  cancellation  or  reduction  in
     coverage only upon 30 days prior written  notice thereof to the Bank at its
     address set forth in this Agreement.  The foregoing insurance  requirements
     are in addition to any  insurance  requirements  set forth in the  Security
     Agreements.

7.05 Taxes.  Pay and discharge,  and require each of the its Subsidiaries to pay
     and  discharge,  when due,  all taxes,  assessments  or other  governmental
     charges imposed on them or any of their respective  properties,  unless the
     same are currently being contested in good faith by appropriate proceedings
     and adequate reserves are maintained therefor.

7.06 Conduct of Business and  Maintenance  of  Existence.  Continue to engage in
     business of the same general type as now conducted, and preserve, renew and
     keep  in  full  force  and  effect  its  corporate  existence  and  rights,
     privileges and  franchises  necessary in the normal conduct of business and
     which are material to the Borrower and its Subsidiaries,  taken as a whole.
     For the avoidance of doubt,  it is hereby  acknowledged  that the foregoing
     shall not be construed to prohibit the corporate  transactions permitted to
     occur under Section 8.03(A) hereof.

7.07 Operation of Business and Properties.  Operate its business and properties,
     and cause those of its Subsidiaries to be operated,  in compliance with all
     applicable  orders,  rules,  regulations  and  other  requirements  of  any
     Governmental  Authority  applicable  thereto,  and duly file or cause to be
     filed  such  reports  and/or  information  returns  as may be  required  or
     appropriate   under  applicable   orders,   rules,   regulations  or  other
     requirements of any Governmental Authority,  including, without limitation,
     any Environmental Laws, except to the extent that such non-compliance would
     not have a Material Adverse Effect.

7.08 Access to Properties, Books and Records. Keep adequate books and records of
     accounts reflecting all of its financial transactions and permit the Bank's
     representatives and/or agents full and complete access to any or all of the
     Borrower's  properties and financial records,  to make extracts from and/or
     audit such records and to examine and discuss their  properties,  business,
     finances and affairs with the Borrower's officers and outside  accountants,
     provided  that such access need only be  provided  by the  Borrower  during
     normal  business  hours and on not less than 72 hours' prior notice and the
     costs incurred in connection with any such  examination  conducted prior to
     the occurrence of an Event of Default shall be borne by the Bank.

7.09 Environmental  Liens. In the event that there shall be filed a Lien against
     any property of the Borrower or any of its Subsidiaries by any Governmental
     Authority  arising  from an act or omission  of the  Borrower or any of its
     Subsidiaries,  resulting in the discharge of hazardous substances or wastes
     into the atmosphere or waters or onto lands,  then, within 60 days from the
     date that the Borrower or any of its  Subsidiaries is given notice that the
     Lien has been placed against such property or within such shorter period of
     time in the event that such  Governmental  Authority has commenced steps to
     cause such  property to be sold  pursuant  to the lien,  either (i) pay the
     claim and remove the Lien from the  applicable  property or (ii) furnish to
     such  Governmental  Authority  with  one  of  the  following:  (x)  a  bond
     satisfactory  to  Governmental  Authority in the amount of the claim out of
     which the Lien arises, (y) a cash deposit in the amount of the claim out of
     which the Lien arises,  or (z) other security  reasonably  satisfactory  to
     such Governmental  Authority in an amount sufficient to discharge the claim
     out of which the Lien arises.

7.10 Removal  of  Hazardous  Substances.  Should  the  Borrower  and  any of its
     Subsidiaries cause or permit any act or omission resulting in the discharge
     of hazardous  substances or wastes into the  atmosphere or waters,  or onto
     the lands in violation of any applicable  Environmental Law, promptly clean
     up same in accordance with all applicable Environmental Laws.

7.11 Further  Assurances.  Do,  execute,  acknowledge and deliver or cause to be
     done, executed,  acknowledged and delivered,  all such further instruments,
     acts, deeds, and assurances as may be reasonably  requested by the Bank for
     the  purpose  of  carrying  out the  provisions  and  intent of the  Credit
     Documents.


                            VIII. NEGATIVE COVENANTS

     So long as any  Obligations  are  outstanding,  or the Bank  shall have any
obligation  hereunder,  without  the prior  written  consent of the Bank  (which
consent shall not be unreasonably  withheld),  the Borrower shall not (and shall
not, as  applicable,  permit any of its  Subsidiaries  (including the Guarantor)
to):

8.01 Incur  Indebtedness.   Incur,  create,  assume,  or  permit  to  exist  any
     Indebtedness at any time, except:

     (a)  Indebtedness  of the Borrower  owing to the Bank under this  Agreement
          and the Notes;

     (b)  other Indebtedness of the Borrower owing to the Bank;

     (c)  Indebtedness  existing on the date hereof that is described on Annex I
          hereof;

     (d)  Approved Subordinated Indebtedness;

     (e)  Indebtedness  in respect of normal  trade debt arising in the ordinary
          course of business;

     (f)  Indebtedness  secured by Liens  permitted to exist pursuant to Section
          8.02(h);  Notwithstanding the foregoing provisions of this clause (f),
          before the Borrower or any of its Subsidiaries incurs Indebtedness for
          borrowed  money under this clause (f) the Borrower shall give the Bank
          written notice of the intention to borrow, setting forth a description
          of the proposed borrowing,  and the Bank shall have 5 Business Days to
          notify the Borrower  that it elects to make the proposed  loan. If the
          Bank  fails  to  make  such  election,   then  the  Borrower  and  its
          Subsidiaries  shall  be free to incur  the  proposed  Indebtedness  on
          substantially as favorable terms to the Borrower and its Subsidiaries,
          as  applicable,  as proposed to the Bank free of the right of the Bank
          to make such loan under this  clause  (f).  If the Bank elects to make
          the proposed loan,  then the Borrower and the Bank shall  negotiate in
          good faith to consummate  the proposed loan within a reasonable  time.
          If such  negotiations  do not result in the  closing  of the  proposed
          loan, then the Borrower and its Subsidiaries,  as applicable, shall be
          entitled to borrow on substantially as favorable terms to the Borrower
          and its Subsidiaries,  as applicable, as proposed free of the right of
          the Bank to make the proposed loan under this clause (f);

     (g)  Indebtedness that constitutes Guaranteed  Indebtedness of the Borrower
          or any of its  Subsidiaries  that has been incurred by the Borrower or
          any of its  Subsidiaries  solely by virtue of an endorsement of checks
          or drafts negotiated in the ordinary course of the business;

     (h)  Indebtedness  incurred  or assumed  in  connection  with  acquisitions
          permitted pursuant to Section 8.03 hereof, but only to the extent that
          such  Indebtedness  would  otherwise be permitted to exist pursuant to
          clauses (d), (e), (f)(but without regard to the monetary threshold set
          forth in clause (h) of Section 8.02  hereof),  (g), (j) or (l) of this
          Section 8.01;

     (i)  Indebtedness  owing from or to Borrower or any of its  Subsidiaries to
          or from any other of its Subsidiaries or Borrower;

     (j)  Indebtedness arising under any OEM Equipment Finance Transactions;

     (k)  Indebtedness  convertible  into  capital  stock  of the  Borrower,  or
          warrants or other rights to acquire such capital stock; or

     (l)  Indebtedness   incurred  in  connection  with  Facilities   Management
          Arrangements.


8.02 Negative  Pledge.  Create,  permit to exist, or suffer the creation of, any
     Lien,  on any of its  properties  or assets (real or personal,  tangible or
     intangible), except:

     (a) Liens in favor of the Bank;

     (b) Liens existing on the date hereof that are listed on Annex I hereto;

     (c) Liens for taxes,  assessments or governmental charges or levies to the
         extent not required to be paid by Section 7.05 hereof;

     (d)  Liens imposed by law, such as  materialmen's,  mechanics',  carrier's,
          workmen's,  and  repairmen's  Liens and other similar Liens arising in
          the ordinary  course of business  securing  obligations  which are not
          overdue for a period of more than 30 days;

     (e)  pledges or deposits to secure obligations under workmen's compensation
          laws  or  similar   legislation  or  to  secure  public  or  statutory
          obligations of the Borrower or any of its Subsidiaries;

     (f)  Liens with respect to any OEM Equipment  Finance  Transaction but only
          in respect of the equipment acquired therein;

     (g)  Liens  incurred,  assumed  or created in  connection  with  Facilities
          Management  Arrangements,  but only as to equipment and machinery that
          (i) is  pertinent to the  performance  by the Borrower or the relevant
          Subsidiary of its obligations  thereunder and (ii) was not an asset of
          the Borrower or such relevant Subsidiary prior to such arrangement;

     (h)  Liens for finance leases of equipment leased by the Borrower or any of
          its Subsidiaries  (including  Capitalized  Leases),  or purchase money
          Liens upon or in equipment  acquired or held by the Borrower or any of
          its  Subsidiaries  in the  ordinary  course of  business to secure the
          purchase  price of such equipment or to secure  Indebtedness  incurred
          solely  for the  purpose  of  financing  the  acquisition  of any such
          equipment to be subject to such Liens,  or Liens  existing on any such
          equipment  at the time of the  leasing,  acquisition,  or  extensions,
          renewals or  replacements  of any of the  foregoing  for the same or a
          lesser amount, provided that no such Lien shall extend to or cover any
          equipment  (including,  but not  limited to, the  Financed  Equipment)
          other  than  the  equipment  being  leased  or  acquired  and no  such
          extension,  renewal  or  replacement  shall  extend  to or  cover  any
          equipment not theretofore subject to the Lien being extended,  renewed
          or replaced,  and provided,  further, that (i) the aggregate principal
          amount of the  Indebtedness  at any one time  outstanding  secured  by
          Liens  permitted   pursuant  to  this  clause  (h)  shall  not  exceed
          $5,000,000 at any one time outstanding and (ii) any such  Indebtedness
          shall not otherwise be prohibited by the terms of this Agreement; or

     (i)  the replacement, extension or renewal of any Lien permitted by clauses
          (a) through (h) above upon or in the same property theretofore subject
          thereto or the replacement,  extension or renewal (without increase of
          principal amount) of the Indebtedness secured thereby.

8.03 Sale of Assets; Liquidation; Merger; Acquisitions. (i) Convey, lease, sell,
     transfer or assign any assets or  properties  presently  owned or hereafter
     acquired by it, except  dispositions of inventory in the ordinary course of
     business  for value  received  and such  other  dispositions  of assets and
     properties  that are not  material  to the  business or  operations  of the
     Borrower or any of its Subsidiaries,  if such asset or property is replaced
     with  reasonable  promptness or is otherwise  obsolete or not needed,  (ii)
     liquidate or discontinue  its normal  operations  with intent to liquidate;
     (iii)  enter  into  any  merger  or  consolidation;  (iv)  acquire  all  or
     substantially  all of the assets,  stock or other  equity  interests of any
     other  Person;  or (v) take any action,  or enter into any  agreements,  to
     effect any of the foregoing.  Notwithstanding  the foregoing or anything to
     the contrary set forth in this Agreement,  the following transactions shall
     be permitted upon the satisfaction of the condition  pertaining thereto set
     forth below:

     (A)  The  consolidation,  merger or  liquidation  of any  Subsidiary of the
          Borrower  with or into  the  Borrower  or  another  Subsidiary  of the
          Borrower,  if and only if, the Borrower or such other Subsidiary shall
          be the surviving or resulting entity of any such proposed transaction.

     (B)  The  acquisition by the Borrower of any other Person or  substantially
          all of the  assets  of such  Person,  if and  only if,  the  following
          conditions were fulfilled:

          (i)  said  acquisition  is of a Person or of a business  or product of
               such Person that is related or  complimentary  to the business or
               products  of the  Borrower  and  its  Subsidiaries  as  presently
               conducted;

          (ii) no later than 5 Business  Days prior to the  consummation  of any
               such  proposed  acquisition,  the Bank shall have received a true
               and correct copy of any and all contractual  undertakings related
               to the proposed  acquisition  together (w) evidence of receipt of
               approvals of Governmental Authorities to such acquisition, if any
               such approvals are required,  (x) with full and complete  written
               description of such proposed acquisition, (y) a pro forma balance
               sheet and income  statement  of the  Borrower  on a combined  and
               combining basis giving effect to such proposed acquisition, based
               on the most recent  quarterly  financial  statements and (z) such
               financial  information  and  computations  as the  Bank  may deem
               necessary to demonstrate that, immediately after giving effect to
               such  proposed  acquisition,  none of the  covenants set forth in
               Sections 8.12 through 8.15 hereof shall be violated;

          (iii)the Borrower or one of its  Subsidiaries  shall be the  surviving
               or  resulting  entity of any such  proposed  acquisition,  or the
               purchaser  of  any  stock  or  assets  being   acquired  in  such
               transaction;

          (iv) the aggregate cash and non-cash  consideration  paid or exchanged
               by the Borrower (including,  without limitation, any Indebtedness
               assumed by the  Borrower,  and all  amounts  payable  under or in
               respect of any non-compete  covenants or similar agreements shall
               not exceed (x)  $12,500,000  in any  single  acquisition  and (y)
               $30,000,000 in the aggregate for all such  acquisitions,  in each
               cash in any period of 12 consecutive  months. For the purposes of
               determining  the  consideration  paid or  exchanged  in any  such
               acquisition,  the value  attributed  to any capital  stock of the
               Borrower given or exchanged shall not be included therein; and

          (v)  immediately after giving effect to such proposed  acquisition and
               the  incurrence  or  assumption  of  Indebtedness,   if  any,  in
               connection therewith, Sections 8.01, 8.02, 8,13, 8.14, 8.15, 8.16
               and 8.17 hereof shall not have been violated.
 
8.04 Intentionally Omitted.

8.05 Sale-Leaseback  Transactions.  Enter into any sale-leaseback transaction or
     any transaction howsoever termed which would have the same or substantially
     the same result or effect as a sale-leaseback, except in connection with an
     acquisition  permitted  under  Section  8.03(B)  hereof for the  purpose of
     effectively conveying or otherwise transferring real property of the Person
     acquired in any such  transaction,  or to permit such Person to effectively
     retain its interest in any real property which is not being acquired in any
     such transaction.

8.06 Prepayment  of Other  Indebtedness.  Prepay any amounts on any  outstanding
     Indebtedness  permitted to exist  pursuant to clauses (d) or (k) of Section
     8.01  hereof,  which is not  required  to be prepaid by the  express  terms
     thereof,  or  cause  or  permit  the  acceleration  of any  amounts  on any
     outstanding Indebtedness now existing or hereafter arising.

8.07 Investments.  Purchase or make any  investment in the stock,  securities or
     evidences of  indebtedness  of, or make capital  contributions  or loans or
     advances to, or other forms of investments in, any Person  ("Investments"),
     except Permitted Investments.  Notwithstanding the foregoing, the Borrowers
     shall be permitted to make loans to its employees  for corporate  purposes;
     provided that the aggregate  principal amount of such loans  outstanding at
     any one time shall not exceed $250,000.

8.08 Create  Subsidiaries.  Create,  permit  to exist,  or  invest or  otherwise
     participate  in any  Subsidiaries  (other than the  Subsidiaries  listed on
     Annex I hereto) or any partnership or other separate legal entity; provided
     that the foregoing  shall not apply to any new  Subsidiaries  that executes
     and delivers in favor of the Bank a guaranty and  suretyship  agreement (as
     well as resolutions  authorizing the same), in each case  substantially the
     same as the guaranty executed and delivered by the Guarantors in connection
     with the transactions herein contemplated.

8.09 Hazardous  Substances.  Cause or permit to exist a discharge  of  hazardous
     substances  or wastes into the  atmosphere  or waters or onto lands  unless
     such  discharge is pursuant to and in compliance  with the  conditions of a
     permit issued by the appropriate  Governmental  Authorities or otherwise in
     compliance with applicable Environmental Law or the discharge does not have
     a Material Adverse Effect and is properly being remedied by the Borrower or
     one of its Subsidiaries.

8.10 Dividends,  Etc8.10 Dividends, Etc. Declare or make any dividend payment or
     other  distribution of assets,  properties,  cash,  rights,  obligations or
     securities  on account of any shares of any class of stock of the Borrower,
     or purchase,  redeem,  or otherwise acquire for value (or permit any of its
     Subsidiaries  to do so) any shares of any class of stock of the Borrower or
     any  warrants,  rights  or  options  to  acquire  any such  shares,  now or
     hereafter  outstanding;  except  that  the  Borrower  may  declare  and pay
     quarterly cash dividends in respect of its common stock; provided, however,
     that if  immediately  after  giving  effect to any such  proposed  dividend
     payment,  a violation of any  provision of Section 8.12 through 8.17 or any
     other Events of Default would exist,  then no such dividend  payments shall
     be permitted hereunder. The Borrower may from time to time request that the
     Bank permit the payment of  quarterly  dividends  in addition to the amount
     set forth in this Section 8.10 by written notice to the Bank specifying the
     time and amount of such additional  dividends;  provided,  however, that no
     such additional  dividends shall be permitted  hereunder  without the prior
     written  consent of the Bank (which consent may or may not be given in each
     Bank's  sole  and  absolute  discretion)  and any  such  consent  shall  be
     effective only in the specific instance requested.

8.11 Redemption of Common Stock8.11  Redemption of Common Stock.  Enter into any
     agreement to, or purchase or retire shares of the  Borrower's  common stock
     or pay or make other similar payments in respect thereof.

8.12 Consolidated  Stated Net Worth. Permit as at the end of any Test Period the
     sum of (A) the Consolidated Stated Net Worth plus (B) if a positive number,
     the  Borrower's  net income for the  relevant  Test Period  (excluding  any
     extraordinary items or non-recurring items) to be less than 90% of said sum
     determined  as of the last day of the  immediately  preceding  Test Period,
     tested no less  frequently  than quarterly and determined in each case on a
     Consolidated basis in accordance with GAAP, consistently applied.

8.13 Consolidated  Tangible  to  Stated  Net  Worth.  Permit  at any  time,  its
     Consolidated Tangible Net Worth to be any less than 25% of the Consolidated
     Stated Net Worth,  tested no less  frequently than quarterly and determined
     in accordance with GAAP, consistently applied.

8.14 Consolidated   Funded  Debt  to  EBITDA  Ratio.  Permit  at  any  time  the
     Consolidated  Funded Debt to EBITDA Ratio to exceed 3.25 to 1.00, tested no
     less  frequently than quarterly for each Test Period and determined in each
     case in accordance with GAAP, consistently applied.

8.15 Consolidated Fixed Charges Ratio. Permit at any time its Consolidated Fixed
     Charges  Ratio to  exceed  1.50 to 1.00,  tested  no less  frequently  than
     quarterly  for each Test Period and  determined  in each case in accordance
     with GAAP, consistently applied.

8.16 Transactions with  Affiliates8.16  Transactions with Affiliates.  Except as
     expressly permitted by this Agreement, directly or indirectly: (i) make any
     Investment in an Affiliate; (ii) transfer, sell, lease, assign or otherwise
     dispose of any assets to an Affiliate, (iii) merge into or consolidate with
     or purchase or acquire assets from an Affiliate;  (iv) make any payments to
     any  Affiliate  or  otherwise  suffer  to exist  any  transaction  with any
     Affiliate or (v) enter into any other  transaction  directly or  indirectly
     with or for the benefit of any Affiliate  (including,  without  limitation,
     guarantees and  assumptions  of  obligations  of an  Affiliate);  provided,
     however,  that  (a) any  Affiliate  who is an  individual  may  serve as an
     employee, director, consultant or independent contractor of the Borrower or
     any of its  Subsidiaries and receive  reasonable  compensation for services
     rendered in such capacity and (b) any of the Borrower's Subsidiaries or the
     Borrower  may enter into any  transaction  with another  Subsidiary  or the
     Borrower which is not otherwise  prohibited by this Agreement or any of the
     other Credit Documents, provided that the terms of any transaction pursuant
     to which any Affiliate (other than Affiliates that are also Subsidiaries of
     the Borrower)  owes money to the Borrower shall be at least arms length and
     the terms of any  transaction  pursuant  to which the  Borrower  and/or any
     Subsidiary owes money to an Affiliate  (other than Affiliates that are also
     Subsidiaries  of the Borrower)  shall not be more onerous than would obtain
     in an arms length transaction.

8.17 Use of  Proceeds.  Use the  proceeds  of any Loan  made  hereunder  for any
     purpose other than the purposes described in Section 6.03 hereof.

8.18 Change Fiscal Year. As to the Borrower only,  change its fiscal year to end
     on any date other than December 31.


     IX. EVENTS OF DEFAULT

     Each of the  following  shall  constitute  an event of  default  ("Event of
Default") hereunder:

9.01 Payment  Default.  The Borrower  shall (i) fail to pay any principal of, or
     interest  on, the Loans  within 2 Business  Days of the due date thereof or
     (ii) default in the payment any other  amounts owing  hereunder,  under the
     Notes or under any other Credit  Document and such default  shall  continue
     for a period of 2 Business Days after the Bank provides  notice  thereof to
     the Borrower;

9.02 Negative Covenant Breach. The Borrower shall default in the due performance
     or observance by it of any term, covenant or agreement contained in Article
     VIII hereof;

9.03 Other Covenant Breaches.  The Borrower,  or any Subsidiary of the Borrower,
     shall default in the due performance or observance of any term, covenant or
     agreement  (other than those  referred to in Sections  9.01 and 9.02 above)
     contained in this Agreement,  the Notes or any other Credit  Document,  and
     such default  shall  continue  unremedied  for a period of at least 10 days
     after the  earlier  to occur of (i) the date the  Borrower  obtains  actual
     knowledge  of such default or (ii) the date notice of such default is given
     to the Borrower by the Bank;

9.04 Default  Under  Agreements  for  Borrowed  Money.  (i) The  Borrower or any
     Subsidiary of the Borrower shall default in any payment with respect to any
     Indebtedness in excess of $750,000  (individually or in the aggregate as to
     the  Borrower  and its  Subsidiaries)  beyond the period of grace,  if any,
     provided in the instrument or agreement under which such  Indebtedness  was
     created or default in the  observance  or  performance  of any agreement or
     condition  relating to any such Indebtedness 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 a trustee or agent on behalf of such holder or holders) to
     cause (determined  without regard to whether any notice or lapse of time is
     required),  any  such  Indebtedness  to  become  due  prior  to its  stated
     maturity,  or (ii) any such  Indebtedness  shall be  declared to be due and
     payable, or required to be prepaid as a mandatory prepayment,  prior to the
     stated maturity thereof;  provided,  however, that there shall not exist an
     Event of Default  under this Section  9.04 if  immediately  upon  obtaining
     knowledge of any potential  Event of Default  under this Section 9.04,  the
     Borrower  provides the Bank written  notice of the facts and  circumstances
     pertaining thereto and the manner in which the Borrower intends to contest,
     remedy or otherwise resolve the same and the Bank consents to such contest,
     remedial  action or other form of  resolution,  which  consent shall not be
     unreasonably withheld;  provided,  further that the consent of the Bank may
     be  limited  in  duration  to  any   reasonable   time  period   under  the
     circumstances;

9.05 Default Under Other Material  Contracts.  The Borrower or any Subsidiary of
     the Borrower  shall  default in the due  performance  or  observance of any
     material term, covenant or agreement contained in any contract,  agreement,
     understanding or arrangement,  beyond the period of grace, if any, provided
     in the relevant  contract,  and such default shall result, or is reasonably
     expected to result,  in a Material Adverse Effect;  provided,  however that
     there  shall not  exist an Event of  Default  under  this  Section  9.05 if
     immediately  upon  obtaining  knowledge of any  potential  Event of Default
     under this Section 9.05,  the Borrower  provides the Bank written notice of
     the facts and circumstances  pertaining thereto and the manner in which the
     Borrower intends to contest,  remedy or otherwise  resolve the same and the
     Bank consents to such contest, remedial action or other form of resolution,
     which consent shall not be unreasonably  withheld;  provided,  further that
     the consent of the Bank may be limited in duration to any  reasonable  time
     period under the circumstances;

9.06 Voluntary  Bankruptcy.  The  Borrower  or any  Subsidiary  of the  Borrower
     commences any bankruptcy,  reorganization,  debt arrangement, or other case
     or proceeding under the United States  Bankruptcy Code or under any similar
     foreign,   federal,   state,  or  local  statute,  or  any  dissolution  or
     liquidation  proceeding,  or makes a general  assignment for the benefit of
     creditors,  or takes any action for the  purpose  of  effecting  any of the
     foregoing;

9.07 Involuntary Bankruptcy. Any bankruptcy,  reorganization,  debt arrangement,
     or other case or  proceeding  under the United  States  Bankruptcy  Code or
     under similar foreign,  federal, state or local statute, or any dissolution
     or liquidation proceeding, is involuntarily commenced against or in respect
     of the Borrower or any of its  Subsidiaries  and such case or proceeding is
     not dismissed or stayed within 30 days of such commencement;

9.08 Appointment  of  Receiver.  The  appointment,  or the  filing of a petition
     seeking the appointment of a custodian,  receiver,  trustee,  or liquidator
     for any  Borrower  or any of their  respective  property,  or the taking of
     possession  of any part of the  property  of the  Borrower or of any of its
     Subsidiaries, at the instance of any Governmental Authority;

9.09 Insolvency.  The  Borrower  or any of its  Subsidiaries  becomes  insolvent
     (however defined), is generally not paying its debts as they become due, or
     has suspended  transaction  of its usual  business  (except any  suspension
     incidental  to any  corporate  transaction  permitted  pursuant  to Section
     8.03(A)  hereof);  provided however that, with respect to any Subsidiary of
     the  Borrower,  the  foregoing  shall not be an Event of Default  unless it
     shall result,  or is reasonably  expected to result,  in a Material Adverse
     Effect;

9.10 Reorganization.  The dissolution,  merger, consolidation, or reorganization
     of the Borrower or any  Subsidiary of the Borrower;  provide  however that,
     with respect to any Subsidiary of the Borrower,  the foregoing shall not be
     an Event of Default  unless it shall result,  or is reasonably  expected to
     result, in a Material Adverse Effect;

9.11 Material Misstatement. Any statement, representation or warranty made in or
     pursuant to this  Agreement or any other Credit  Document shall prove to be
     untrue or misleading in any material respect;

9.13 Entry of Judgment.  The entry or issuance of judgments,  orders, decrees or
     fines against the Borrower or any Subsidiary of the Borrower  which, in the
     aggregate,  involve  liabilities  in  excess  of the sum of  $250,000  (the
     discharge of which is not the obligation of any insurance  company) and any
     such judgments or orders involving  liabilities in excess of said sum shall
     have  continued  unbonded or  unsatisfied  and without stay of execution or
     agreement  between  the  parties  thereon for a period of 30 days after the
     entry or issuance of such judgment; or

9.14 Change of Control.  The failure of any 2 of either Joel  Cartun,  Leslie M.
     Abcug or Gary J. Marcello, to continue to function as executive officers of
     the Borrower or its Subsidiaries in substantially  the same manner and with
     substantially  the same  responsibilities  with  respect to the  day-to-day
     operations of the Borrower and its Subsidiaries as exists as of the Closing
     Date.

                                  X. REMEDIES.

10.01  Acceleration of Obligations;  Other  Remedies.  Upon  and  following  the
       occurrence  of an Event of Default  described in Article IX hereof (other
       than the Events of Default  described in Sections  9.06,  9.07,  and 9.08
       hereof),  at the Bank's sole option,  the Bank's  commitment,  if any, to
       make any  further  advance or Loans  hereunder  shall  terminate  and all
       Obligations shall immediately become due and payable in full, all without
       protest,  presentment,  demand  or  further  notice  of any  kind  to the
       Borrower,  all of which are expressly waived.  Upon the occurrence of the
       Event of Default  described  in Sections  9.06,  9.07,  and 9.08  hereof,
       immediately and automatically, the Bank's commitment, if any, to make any
       further  advances or Loans  hereunder shall terminate and all Obligations
       shall  immediately  become due and payable in full, all without  protest,
       presentment, demand or further notice of any kind to the Borrower, all of
       which are expressly waived.  Upon and following an Event of Default,  the
       Bank may, at its option,  exercise any and all rights and remedies it has
       under this Agreement,  any other Credit  Document and/or  applicable law,
       including,  without limitation,  the right to charge and collect interest
       on the principal portion of the Obligations at a rate equal to the lesser
       of: (i) the highest rate of interest  set forth in the Credit  Documents,
       or (ii)  the  highest  rate of  interest  allowed  by law,  such  rate of
       interest  to apply to the  Obligations,  at the Bank's  option,  upon and
       after an  Event of  Default  so long as of it shall  continue,  maturity,
       whether by  acceleration  or  otherwise,  and the entry of a judgment  in
       favor of the Bank with respect to any or all of the Obligations. Upon and
       following  an Event of  Default,  the Bank may  proceed  to  protect  and
       enforce  the  Bank's  rights  under  any  Credit  Document  and/or  under
       applicable  law  by  action  at  law,  in  equity  or  other  appropriate
       proceeding  including,   without  limitation,   an  action  for  specific
       performance  to  enforce  or  aid  in the  enforcement  of any  provision
       contained herein or in any other Credit Document.

10.02  Right of Set-off.  If any of the Obligations  shall be due and payable or
       any one or more Events of Default shall have occurred and be  continuing,
       whether or not the Bank shall have made demand under any Credit  Document
       and regardless of the adequacy of any  collateral for the  Obligations or
       other means of  obtaining  repayment of the  Obligations,  the Bank shall
       have the  right,  without  notice to any  Borrower,  and is  specifically
       authorized hereby to set-off against and apply to the then unpaid balance
       of the  Obligations  any items or funds of any Borrower held by the Bank,
       any and all deposits (whether general or special, time or demand, matured
       or unmatured) or any other property of the Borrower,  including,  without
       limitation,  securities and/or certificates of deposit,  now or hereafter
       maintained  by the  Borrower  for its or their own account with the Bank,
       and any  other  indebtedness  at any time held or owing by the Bank to or
       for the credit or the account of any  Borrower,  even if  effecting  such
       set-off results in a loss or reduction of interest or the imposition of a
       penalty  applicable to the early  withdrawal of time  deposits.  For such
       purpose, the Bank shall have, and the Borrower hereby grants to the Bank,
       a lien on and security  interest in such  deposits,  property,  funds and
       accounts and the proceeds thereof.

10.03  Remedies  Cumulative;  No Waiver or  Impairment.  The rights,  powers and
       remedies  of the Bank  provided in this  Agreement  and any of the Credit
       Documents are cumulative and not exclusive of any right,  power or remedy
       provided by law or equity. No failure or delay on the part of the Bank in
       the  exercise  of any right,  power or remedy  shall  operate as a waiver
       thereof,  nor shall any single or partial exercise  preclude any other or
       further exercise  thereof,  or the exercise of any other right,  power or
       remedy.

                               XI. MISCELLANEOUS.

11.01  Notices.  Notices and  communications  under this Agreement and the other
       Credit  Documents  shall be in  writing  and shall be given by either (i)
       hand-delivery,  (ii) certified mail (return  receipt  requested,  postage
       prepaid),  (iii) reliable overnight commercial courier (charges prepaid),
       or (iv)  telecopy,  to the addresses and telecopy  numbers listed in this
       Agreement.  Notice  given by telecopy  shall be deemed to have been given
       and received  when sent.  Notice by overnight  courier shall be deemed to
       have been given and received on the date  scheduled for delivery.  Notice
       by certified  mail shall be deemed to have been given and received on the
       dates indicated on the receipt  returned to the sender  thereof.  A party
       may change its address and/or  telecopier number by giving written notice
       to the other party as specified herein.

11.02  Costs and Expenses.  Whether or not the transactions  contemplated by the
       Credit Documents are fully  consummated,  the Borrower shall promptly pay
       (or reimburse,  as the Bank may elect) all reasonable  costs and expenses
       which the Bank has incurred or may hereafter incur in connection with the
       negotiation,  preparation,  reproduction,   interpretation,   perfection,
       monitoring,  administration and enforcement of the Credit Documents,  the
       collection  of all  amounts  due  under  the  Credit  Documents,  and all
       amendments,  modifications,  consents or  waivers,  if any, to the Credit
       Documents. Such costs and expenses shall include, without limitation, the
       reasonable  fees and  disbursements  of counsel to the Bank,  searches of
       public  records,  costs of filing and  recording  documents  with  public
       offices, internal and/or external audit and/or examination fees and costs
       (but only to the extent that the Borrower shall be  responsible  for such
       audit and examination fees and expenses pursuant to Section 7.08 hereof),
       stamp,  excise and other  taxes and costs and  expenses  incurred  by the
       Bank,  and the  fees of the  Bank's  accountants,  consultants  or  other
       professionals;  provided,  that it is hereby acknowledged and agreed that
       the Borrower shall not be  responsible  and the Bank may not seek payment
       or  reimbursement  from the  Borrower  for the legal fees  (exclusive  of
       reasonable  disbursements)  of the  Bank's  outside  counsel in excess of
       $15,000  for  professional  services  rendered  in  connection  with  the
       negotiations  and  preparation  of  the  Credit  Documents  executed  and
       delivered on the Closing Date and the  consummation  of the  transactions
       therein contemplated. The Borrower's reimbursement obligations under this
       paragraph shall survive any termination of the Credit Documents.

11.03  Payment  Due on a Day Other Than a Business  Day.  If any  payment due or
       action to be taken under this Agreement or any Credit  Document falls due
       or is  required  to be taken on a day that is not a  Business  Day,  such
       payment or action shall be made or taken on the next succeeding  Business
       Day and such  extended  time  shall be  included  in the  computation  of
       interest.

11.04  Governing Law. This Agreement  shall be construed in accordance  with and
       governed  by the  substantive  laws of the  State of New  Jersey  without
       reference to conflict of laws principles.

11.05  Integration. This Agreement and the other Credit Documents constitute the
       sole  agreement of the parties with respect to the subject  matter hereof
       and thereof and supersede all oral  negotiations  and prior writings with
       respect to the subject matter hereof and thereof.

11.06  Amendment;  Waiver. No amendment of this Agreement,  and no waiver of any
       one or more of the provisions  hereof shall be effective unless set forth
       in writing and signed by the parties hereto.

11.07  Successors  and  Assigns.  This  Agreement  (i) shall be binding upon the
       Borrower  and the Bank and  their  respective  successors  and  permitted
       assigns, and (ii) shall inure to the benefit of the Borrower and the Bank
       and their respective successors and permitted assigns; provided, however,
       that the  Borrower  may not assign its rights  hereunder  or any interest
       herein  without  the prior  written  consent  of the  Bank,  and any such
       assignment or attempted  assignment by the Borrower  shall be void and of
       no effect with respect to the Bank.

11.08  Sale,  Assignment or Participations.  The Bank may from time to time sell
       or assign, in whole or in part, or grant participations in some or all of
       the Credit Documents and/or the obligations evidenced thereby. The holder
       of  any  such  sale,  assignment  or  participation,  if  the  applicable
       agreement  between  the Bank and such  holder so  provides,  (i) shall be
       entitled to all of the rights,  obligations  and benefits of the Bank and
       (ii)  shall be deemed to hold and may  exercise  the rights of set-off or
       banker's lien with respect to any and all  obligations  of such holder to
       the Borrower,  in each case as fully as though the Borrower were directly
       indebted to such holder. The Bank may, in its discretion,  give notice to
       the Borrower of such sale,  assignment  or  participation;  however,  the
       failure  to give such  notice  shall not affect any of the Bank's or such
       holder's rights  hereunder.  The Borrower  authorizes the Bank to provide
       information   concerning  the  Borrower  to  any  prospective  purchaser,
       assignee or participant,  subject to such other party's  agreement to the
       provisions of Section 11.15 hereof. The information provided may include,
       but is not limited to, amounts, terms, balances,  payment history, return
       item history and any financial or other  information  about the Borrower.
       The Borrower agrees to indemnify,  defend,  and hold the Bank harmless at
       the Borrower's  cost and expense,  from and against any and all lawsuits,
       claims,  actions,  proceedings,  or suits against the Bank or against the
       Borrower and the Bank,  arising out of or relating to the  disclosure  by
       the Bank of such  information to any prospective  purchaser,  assignee or
       participant to the extent that such information does not comport with the
       requirements  set  forth in  Section  6.17  hereof  as of the  date  such
       information was furnished to the Bank by, or on behalf of, the Borrower.

11.09  Severability. The illegality or unenforceability of any provision of this
       Agreement or any instrument or agreement  required hereunder shall not in
       any way affect or impair the legality or  enforceability of the remaining
       provisions  of this  Agreement or any  instrument  or agreement  required
       hereunder.  In lieu of any  illegal or  unenforceable  provision  in this
       Agreement, there shall be added automatically as a part of this Agreement
       a legal and enforceable  provision as similar in terms to such illegal or
       unenforceable provision as may be possible.

11.10  Consent to Jurisdiction and Service of Process.  The Borrower irrevocably
       appoints  each  and  every  corporate  officer  of  the  Borrower  as its
       attorneys  upon whom may be served,  by regular or certified  mail at the
       address set forth in this Agreement,  any notice,  process or pleading in
       any action or proceeding  against it arising out of or in connection with
       this Agreement or any of the other Credit Documents.  The Borrower hereby
       consents  that any action or  proceeding  against it may be commenced and
       maintained  in any court  within the State of New Jersey or in the United
       States  District  Court for the  District  of New  Jersey by  service  of
       process on any such officer. The Borrower further agrees that such courts
       of the State of New Jersey and the United States  District  Court for the
       District  of New  Jersey  shall  have  jurisdiction  with  respect to the
       subject  matter hereof and the person of the Borrower and all  collateral
       for the Obligations.  Notwithstanding the foregoing,  the Borrower agrees
       that any action brought by the Borrower shall be commenced and maintained
       only in a court in the federal  judicial  district or county in which the
       Bank has its principal place of business in New Jersey.

11.11  Indemnification.fication

       (a) The Borrower  agrees to indemnify  and hold harmless the Bank and its
       officers,   directors,   employees,   agents  and  advisors   (each,   an
       "Indemnified  Party")  from  the  against  any and all  claims,  damages,
       losses,   liabilities  and  reasonable   expenses   (including,   without
       limitation,  reasonable fees and expenses of counsel;  provided, that, in
       the case of fees and expenses of counsel for the Indemnified Parties, the
       Borrower shall be obligated to pay only the fees and expenses of a single
       counsel in any one  jurisdiction)  that may be incurred by or asserted or
       awarded against any Indemnified  Party, in each case arising out of or in
       connection  with or by reason of, or in connection  with the  preparation
       for a defense of any investigation,  litigation or proceeding arising out
       of, related to or in connection  with (i) the actual  proposed use of the
       proceeds or the Loan or Letter of Credit,  the Credit Documents or any of
       the transactions contemplated thereby, including, without limitation, any
       acquisition  or  proposed  acquisition  by  the  Borrower  or  any of its
       Subsidiaries in each case whether or not such  investigation,  litigation
       or  proceeding  is brought by any  Indemnified  Party or any  Indemnified
       Party is  otherwise a party  thereto and whether or not the  transactions
       contemplated  hereby are  consummated,  except to the extent  such claim,
       damage,  loss,  liability or expense is found in a final,  non-appealable
       judgment by a court of competent  jurisdiction to have resulted from such
       Indemnified Party's gross negligence or willful misconduct.

       (b)  If,  after  receipt  of  any  payment  of all  or  any  part  of the
       Obligations,  the Bank is  compelled  or (after  notice to the  Borrower)
       agrees, for settlement purposes,  to surrender such payment to any person
       or entity for any reason (including,  without limitation, a determination
       that such  payment is void or  voidable  as a  preference  or  fraudulent
       conveyance,  an  impermissible  set-off,  or a diversion of trust funds),
       then this Agreement and the other Credit Documents shall continue in full
       force  and  effect,  and the  Borrower  shall be  liable  for,  and shall
       indemnify,  defend and hold  harmless  the Bank with  respect to the full
       amount so surrendered.

       (c)  Without  limiting  the  applicability  of the  clause  (a)  of  this
       Section 11.11, the Borrower shall indemnify, defend and hold harmless the
       Bank with  respect  to any and all  claims,  expenses,  demands,  losses,
       costs, fines or liabilities of any kind (including,  without  limitation,
       those involving  death,  personal injury or property damage and including
       reasonable  attorneys  fees and costs) arising from or in any way related
       to any hazardous materials or a dangerous environmental condition within,
       on, from,  related to or affecting any real property owned or occupied by
       the Borrower including,  without limitation,  any and all claims that may
       arise as a result of an intentional or  unintentional  act or omission of
       any Borrower,  any previous owner and/or  operator of real property owned
       or occupied by the Borrower  that  resulted in the discharge of hazardous
       substances or wastes into the atmosphere or waters or onto the lands.

       (d) The provisions of this Section 11.11 shall survive the termination of
       this  Agreement  and the other Credit  Documents  and shall be and remain
       effective notwithstanding the payment of the Obligations,  the release of
       any security  interest,  lien or encumbrance  securing the Obligations or
       any other  action  which  the Bank may have  taken in  reliance  upon its
       receipt of such  payment.  Any action by the Bank shall be deemed to have
       been conditioned upon any payment of the Obligations  having become final
       and irrevocable.

11.12  Inconsistencies.  The Credit  Documents  are  intended to be  consistent.
       However,  in the event of any  inconsistencies  among  any of the  Credit
       Documents,   such   inconsistency   shall  not  affect  the  validity  or
       enforceability  of each Credit Document.  The Borrower agrees that in the
       event of any  inconsistency or ambiguity in any of the Credit  Documents,
       the Credit  Documents  shall not be  construed  against any one party but
       shall be interpreted consistent with the Bank's policies and procedures.

11.13  Headings.  The headings of articles,  Sections and  paragraphs  have been
       included  herein  for  convenience  only and shall not be  considered  in
       interpreting this Agreement.

11.14  Schedules. All Schedules,  Annexes and/or an Exhibits attached hereto are
       incorporated herein.

11.15  Confidentiality. The Bank shall not disclose any Confidential Information
       to any  Person  without  the prior  consent of the  Borrower,  other than
       (i) to its  officers,  directors,  employees,  agents and advisors and to
       actual or prospective  purchaser,  assignee,  or participant of or in the
       Loans and  participants,  and then only on a confidential  basis, (ii) as
       required by any law, rule or regulation or judicial  process and (iii) as
       requested or required by any Governmental Authority or examiner regarding
       banks or banking.

11.16  Judicial Proceeding; Waivers. aivers

       (a)  EACH  PARTY  TO THIS  AGREEMENT  AGREES  THAT ANY  SUIT,  ACTION  OR
       PROCEEDING, WHETHER CLAIM OR COUNTER-CLAIM,  BROUGHT OR INSTITUTED BY ANY
       PARTY HERETO OR ANY SUCCESSOR OR ASSIGN OF ANY PARTY,  ON OR WITH RESPECT
       TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR THE DEALINGS OF
       THE PARTIES WITH  RESPECT  HERETO,  OR THERETO,  SHALL BE TRIED ONLY BY A
       COURT AND NOT BY A JURY.

       (b) EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
       RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER,
       EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER,  IN ANY SUCH
       SUIT,  ACTION  OR  PROCEEDING,  ANY  SPECIAL,   EXEMPLARY,   PUNITIVE  OR
       CONSEQUENTIAL  DAMAGES OR ANY  DAMAGES  OTHER THAN,  OR IN  ADDITION  TO,
       ACTUAL DAMAGES.

       (c) THE BORROWER  ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC
       AND MATERIAL  ASPECT OF THIS AGREEMENT AND THAT THE BANK WOULD NOT EXTEND
       CREDIT TO ANY  BORROWER IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT
       A PART OF THIS AGREEMENT.

11.17  Counterparts.  This Agreement may be executed in as many  counterparts as
       may be deemed  necessary  or  convenient,  and by the  different  parties
       hereto on separate counterparts,  each of which, when so executed,  shall
       be deemed an original but all such counterparts  shall constitute but one
       and the same instrument.

       IN WITNESS WHEREOF, the parties by their duly authorized  representatives
have executed this Agreement as of the day and year first above written.

WITNESS/ATTEST:                     VESTCOM INTERNATIONAL, INC.


By:/s/ James T. Carr                By:/s/Leslie M. Abcug
   _____________________________    _______________________________
   Name: James T. Carr               Name: Leslie M. Abcug
   Title:Controller Comvestrix Corp. Title: Vice President - Finance
                                            and Administration

                                     Address: 1100 Valley Brook Avenue
                                              Lyndhurst, New Jersey 07071
                                              Attention:_________________

                                     Telecopier:____________________


                                                 SUMMIT BANK


                                                 By:/s/Michael Bernal
                                                    ____________________________
                                                    Name:  Michael Bernal
                                                    Title: Vice President

                                       Address: 250 Moore Street
                                                Hackensack, New Jersey 07601
                                                Attention:  Michael Bernal
                                                            Vice President

                                       Telecopier: (201) 488-6185