FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
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     FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment"), dated as
of May 8, 2002, among USOL HOLDINGS,  INC., a corporation organized and existing
under the laws of the State of Oregon  ("Holdings"),  USOL,  INC., a corporation
organized and existing under the laws of the State of Delaware (the "Borrower"),
the  financial  institutions  from time to time  party to the  Credit  Agreement
referred to below (each, a "Bank" and  collectively,  the "Banks"),  BNP PARIBAS
(f/k/a PARIBAS), as Administrative Agent (in such capacity,  the "Administrative
Agent"),  BNP PARIBAS (f/k/a PARIBAS),  as Syndication  Agent (in such capacity,
the "Syndication Agent") and DEUTSCHE BANK AG, NEW YORK BRANCH, as Documentation
Agent (in such capacity, the "Documentation  Agent"). All capitalized terms used
herein and not  otherwise  defined  herein  shall have the  respective  meanings
provided such terms in the Credit Agreement referred to below.


                              W I T N E S S E T H:
                              - - - - - - - - - -


     WHEREAS, the Borrower,  Holdings,  the Banks, the Administrative Agent, the
Syndication Agent and the Documentation Agent are parties to a Credit Agreement,
dated as of December 30, 1999 (as amended,  modified and/or supplemented to, but
not including, the date hereof, the "Credit Agreement");

     WHEREAS,  the  Borrower  has  informed  the  Banks of its  desire  to incur
additional  Loans  pursuant to the Credit  Agreement in an  aggregate  amount of
$1,000,000 on May 13, 2002 (the "Specified Borrowing");

     WHEREAS, as of the date hereof, certain Events of Default have occurred and
are  continuing  as a result of the  Borrower's  failure to comply with Sections
8.12, 8.21 and 8.22 of the Credit  Agreement solely for the fiscal quarter ended
December 31, 2001 (the "Specified Events of Default"); and

     WHEREAS, subject to the terms and conditions of this Amendment, the parties
hereto wish to amend the Credit  Agreement and waive a certain  condition to the
incurrence of Loans set forth in the Credit Agreement as herein provided;

     NOW, THEREFORE, it is agreed:

I.   Amendment and Waiver to Credit Agreement.
     ----------------------------------------

     1.  Effective as of the Amendment  Effective  Date,  the Banks hereby waive
compliance  by the  Borrower  with the  requirements  of Section  5.01(i) of the
Credit  Agreement solely as a result of the existence of the Specified Events of
Default  and  solely  in  connection  with  the  consummation  of the  Specified
Borrowing;  provided,  that (x) the  aggregate  amount of Loans


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incurred by the Borrower  pursuant to the Specified  Borrowing  shall not exceed
$1,000,000,  (y) other than the Specified Events of Default,  at the time of the
Specified  Borrowing,  there shall not exist and be continuing any other Default
or Event of Default and (z) at the time of the Specified Borrowing, the Borrower
shall have satisfied all of the other conditions  precedent set forth in Section
5 of the Credit  Agreement (it being understood and agreed by the parties hereto
that (x) the waiver  contained  in this  Section 1 shall apply to the  Specified
Borrowing  only and shall not  constitute a waiver of any  conditions  precedent
applicable to the  incurrence of Loans pursuant to the Credit  Agreement  (other
than as expressly  provided in this Section 1 in  connection  with the Specified
Borrowing)  or create a course of dealing  or  otherwise  obligate  the Banks to
execute similar agreements under the same or similar circumstances in the future
or  constitute  an  agreement  by the Banks to extend Loans to the Borrower in a
manner other than as expressly provided in the Credit Agreement and (y) at least
two (2) weeks  prior to each  anticipated  incurrence  of Loans under the Credit
Agreement,  the  Borrower  shall have  provided  to the  Administrative  Agent a
detailed  statement  of  cash  flow  projections  for  the  twelve-month  period
commencing  on the date of the  relevant  anticipated  Borrowing  of such Loans,
which statement shall set forth comparative figures for the corresponding period
for the prior year and be certified by the chief financial officer or controller
of the Borrower (it being also  understood and agreed by the parties hereto that
the  delivery  of such cash flow  projections  shall not  obligate  the Banks to
extend Loans  pursuant to the Credit  Agreement and that prior to the incurrence
of Loans  pursuant to the Credit  Agreement  (and the obligation of the Banks to
extend Loans to the  Borrower  pursuant to the Credit  Agreement),  the Borrower
shall be required to satisfy all of the  conditions  precedent to said Borrowing
set forth in Section 5 of the Credit Agreement)).

     2. Section 7.01 of the Credit  Agreement is hereby amended by inserting the
following  new clause (m)  immediately  following  clause (l)  appearing in said
Section:

          "(m) Cash Flow  Statements.  On or prior to the first  calendar day of
     each month,  (1) a detailed  statement  of cash flow  projections  for such
     fiscal month and (2) a detailed  statement of cash flow projections for the
     thirteen-week  period  commencing on the first day of such fiscal month, in
     each case, setting forth comparative  figures for the corresponding  period
     for the  prior  year  and  certified  by the  chief  financial  officer  or
     controller of the Borrower.".

II.  Miscellaneous Provisions.
     ------------------------

     1. In order to induce the Banks to enter into this Amendment,  the Borrower
hereby represents and warrants that:

          (a) no  Default  or  Event  of  Default  exists  as of  the  Amendment
     Effective Date, both immediately before and immediately after giving effect
     to this Amendment (other than the Specified Events of Default); and


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          (b) all of the representations and warranties  contained in the Credit
     Agreement  and the  other  Credit  Documents  are true and  correct  in all
     material respects on the Amendment  Effective Date both immediately  before
     and immediately after giving effect to this Amendment, with the same effect
     as though such  representations  and  warranties had been made on and as of
     the Amendment  Effective Date (it being understood that any  representation
     or  warranty  made as of a specific  date shall be true and  correct in all
     material respects as of such specific date).

     2. This  Amendment  is  limited as  specified  and shall not  constitute  a
modification, acceptance or Amendment of, or consent to, any Default or Event of
Default or any other  provision  of the  Credit  Agreement  or any other  Credit
Document.

     3. In order to induce the Banks to enter into this  Amendment,  each Credit
Party hereby remises, releases and forever discharges,  and by these presents do
for their  Subsidiaries  (direct  or  indirect),  and for  themselves  and their
predecessors,  successors,  affiliates and assigns (each, a "Releasor"), remise,
release and forever discharge,  each Bank, and their  predecessors,  affiliates,
subsidiaries (direct or indirect), successors, assigns, participants,  officers,
directors,  shareholders,  partners, employees or agents, of and from all manner
of actions at law or equity,  all causes of action for  damages,  costs,  debts,
sums of money,  accounts,  bills,  rights  of  indemnity,  breach  of  contract,
provision  of labor  or  materials,  loss of use,  loss of  services,  expenses,
compensation,   consequential  or  punitive  damages,  equitable  subordination,
avoidance of preferential or fraudulent transfers,  or any other thing whatever,
arising  by  virtue  of  actions  taken,  actions  omitted  to be  taken  or the
occurrence  of any  other  event on or prior to the  Amendment  Effective  Date,
relating in any way to (i) this Amendment, the Credit Agreement, the Obligations
or any other Credit Document,  (ii) any claims (including,  without  limitation,
for contribution or indemnification)  which have or could have arisen out of any
of the  transactions  contemplated by this Amendment or the Credit  Documents or
any other  proceedings  that have been  brought  or may be  brought by any party
hereto or to any  Credit  Document  or any third  party  relating  to the Credit
Documents or the transactions contemplated thereby, (iii) any acts, transactions
or events that are the subject matter of this Amendment or the Credit  Documents
or (iv) the prosecution of any claims or any settlement  negotiations which such
Releasor ever had, now or which it, its  Subsidiaries  (direct or indirect),  or
its successors or assigns hereafter can, shall or may have against any Bank, and
their predecessors,  affiliates,  Subsidiaries (direct or indirect), successors,
assigns, participants, officers, directors, shareholders, partners, employees or
agents,  by reason of (with  respect  to each of  clauses  (i)-(iv)  above)  any
matter,  cause or thing  whatsoever on or prior to the Amendment  Effective Date
relating to this  Amendment or the Credit  Documents;  provided,  however,  that
nothing  herein  shall be  construed  or  deemed to  release  any  covenants  or
agreements  contained  herein or in any Credit  Document  so long as such Credit
Document shall remain in full force and effect.

     4. Each Credit Party hereby  acknowledges  and agrees that the  Obligations
are not  subject to  avoidance,  defense,  objection,  action,  counterclaim  or
setoff,  except  as  may  be


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limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other  similar  laws  now  or  hereafter  in  effect  relating  to or  affecting
creditors' rights generally. The Obligations constitute legal, valid and binding
obligations of each Credit Party,  enforceable  in accordance  with the terms of
the Credit  Documents  and  pursuant  to  applicable  law,  except as limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws now or  hereafter  in effect  relating to or  affecting  creditors'  rights
generally,   and  subject  to  the  limitations  imposed  by  general  equitable
principles (regardless whether such enforceability is considered in a proceeding
at law or in equity).  Furthermore,  no Credit Party will use any of its cash or
other  assets to object to or contest in any  manner,  or raise any  objections,
counterclaims  or defenses to, the validity or  enforceability  of the claims of
the Banks, or to investigate or assert any claims or causes of action arising on
or prior to the Amendment Effective Date against the Banks.

     5. Except as expressly set forth in this Amendment, each of the undersigned
hereby  acknowledges  and agrees that the execution and delivery by the Banks of
this  Amendment  shall  not be  deemed  (i) to  create a course  of  dealing  or
otherwise  obligate the Banks to forbear or execute similar agreements under the
same or similar  circumstances  in the  future,  (ii) to modify,  relinquish  or
impair any right of the Banks to receive any  indemnity or similar  payment from
any Person or entity as a result of any matter  arising from or relating to this
Amendment,  (iii) to waive  any  right of the Banks to  receive  interest  at an
increased  rate as a result of any  Events of Default  that may occur  under the
Credit  Agreement,  (iv) to  obligate  the  Banks  to make or  agree to make any
extension of credit or to provide Loans pursuant to the Credit  Agreement at any
time,  (v) to  obligate  the Banks in any way to forbear  from  individually  or
collectively  enforcing  remedies under the Credit Agreement or any other Credit
Document in any manner or (vi) a  commitment  from any of the Bank to forbear or
"stand  still".  Except as  expressly  set forth in this  Amendment,  no past or
future  forbearance  on the  part of any of the  Banks  should  be  viewed  as a
limitation  upon or waiver of the absolute  right and  privilege of the Banks in
exercising  rights and  remedies  that  currently  exist or may exist  after the
Amendment Effective Date.

     6. This Amendment may be executed in any number of counterparts  and by the
different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.

     7. THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

     8. This  Amendment  shall  become  effective  on the date  (the  "Amendment
Effective  Date")  when  each  of  the  following  conditions  shall  have  been
satisfied:

          (i) the Borrower,  Holdings,  each  Guarantor  and the Required  Banks
     shall have  signed a  counterpart  hereof  (whether  the same or  different
     counterparts)  and shall

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     have delivered (including by way of facsimile transmission) the same to the
     Administrative Agent as its Notice Office; and

          (ii) the Borrower shall have paid any and all  outstanding  legal fees
     and  expenses  due and  payable  to White & Case  LLP,  the  Administrative
     Agent's legal counsel.

     9. By executing  and  delivering  a copy  hereof,  each Credit Party hereby
agrees that all Loans shall be fully  guaranteed  pursuant to the  Guaranties in
accordance  with the terms and  provisions  thereof  and shall be fully  secured
pursuant to the Pledge Agreements and the Security Agreement.

     10. From and after the  Amendment  Effective  Date,  all  references in the
Credit  Agreement and each of the other Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as modified hereby.

                                      * * *



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     IN WITNESS  WHEREOF,  the parties hereto have caused their duly  authorized
officers  to execute  and  deliver  this  Amendment  as of the date first  above
written.



                                  USOL, INC.,
                                      as Borrower



                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:



                                  BNP PARIBAS,
                                      as Administrative Agent, Syndication Agent
                                      and individually, as Bank



                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:



                                  COAST BUSINESS CREDIT,
                                      as Bank



                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:








<PAGE>




                                  DEUTSCHE BANK AG, NEW YORK
                                      AND/OR CAYMAN ISLANDS BRANCHES,
                                      as Documentation Agent and individually,
                                      as Bank



                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:




                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:




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Each of the  undersigned,  each being a Guarantor  under, and as defined in, the
Credit Agreement referenced in the foregoing  Amendment,  hereby consents to the
entering into of the Amendment and agrees to the provisions thereof  (including,
without limitation, Sections 3, 4, 5 and 8 of Part II thereof).



                                  USOL HOLDINGS, INC.,
                                      as Guarantor



                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title: