<PAGE>   1
                                                                    Exhibit 10.1
                                                                [EXECUTION COPY]



                                CREDIT AGREEMENT

                                  AND GUARANTY,


                         dated as of February 15, 2000,

                                      among

                        HEALTH MANAGEMENT SYSTEMS, INC.,

                                  as Borrower,


                      ACCELERATED CLAIMS PROCESSING, INC.,

                  QUALITY MEDI-CAL ADJUDICATION, INCORPORATED,

                         HEALTH CARE MICROSYSTEMS, INC.,

                              CDR ASSOCIATES, INC.,

                       HSA MANAGED CARE SYSTEMS, INC., and

                      HEALTH RECEIVABLES MANAGEMENT, INC.,

                                 as Guarantors,


                                       and

                            THE CHASE MANHATTAN BANK,

                                    as Bank.

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                                TABLE OF CONTENTS

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                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.        Defined Terms.........................................................................    1
SECTION 1.02.        Accounting Terms......................................................................   11

                                   ARTICLE II

                         AMOUNT AND TERMS OF THE CREDITS

SECTION 2.01.        Loans.................................................................................   11
SECTION 2.02.        Reduction of Revolving Credit Facility................................................   12
SECTION 2.03.        Notice and Manner of Borrowing; Minimum Amounts.......................................   12
SECTION 2.04.        Interest Periods; Conversions; Renewals...............................................   12
SECTION 2.05.        Interest..............................................................................   13
SECTION 2.06.        Note..................................................................................   13
SECTION 2.07.        Optional Prepayments..................................................................   14
SECTION 2.08.        Fees..................................................................................   14
SECTION 2.09.        Method of Payment.....................................................................   14
SECTION 2.10.        Use of Proceeds.......................................................................   15
SECTION 2.11.        Additional Costs......................................................................   15
SECTION 2.12.        Limitation on Types of Loans..........................................................   16
SECTION 2.13.        Illegality............................................................................   16
SECTION 2.14.        Treatment of Affected Loans...........................................................   17
SECTION 2.15.        Risk-Based Capital....................................................................   17
SECTION 2.16.        Certain Compensation..................................................................   17

                                   ARTICLE III

                                LETTERS OF CREDIT

SECTION 3.01.        Standby Letters of Credit.............................................................   18
SECTION 3.02.        Application for Standby Letter of Credit..............................................   18
SECTION 3.03.        Standby Letter of Credit Fees and Expenses............................................   18
SECTION 3.04.        Reimbursement Obligation..............................................................   19
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                                   ARTICLE IV

                                    GUARANTY

SECTION 4.01.        Guaranty..............................................................................   20
SECTION 4.02.        Guarantor's Obligations Unconditional.................................................   20
SECTION 4.03.        Waivers...............................................................................   21
SECTION 4.04.        Subrogation...........................................................................   21
SECTION 4.05.        Right of Contribution.................................................................   22

                                    ARTICLE V

                              CONDITIONS PRECEDENT

SECTION 5.01.        Conditions Precedent to the Initial Loan or Standby Letter of Credit..................   22
SECTION 5.02.        Conditions Precedent to All Loans and All Standby Letters of Credit...................   23
SECTION 5.03.        Deemed Representation.................................................................   24

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

SECTION 6.01.        Incorporation, Good Standing and Due Qualification....................................   24
SECTION 6.02.        Corporate Power and Authority.........................................................   24
SECTION 6.03.        Legally Enforceable Agreement.........................................................   25
SECTION 6.04.        Financial Statements..................................................................   25
SECTION 6.05.        Labor Disputes and Acts of God........................................................   25
SECTION 6.06.        Other Agreements......................................................................   26
SECTION 6.07.        Litigation............................................................................   26
SECTION 6.08.        No Defaults on Outstanding Judgments or Orders........................................   26
SECTION 6.09.        Ownership and Liens...................................................................   26
SECTION 6.10.        Subsidiaries and Ownership of Stock...................................................   26
SECTION 6.11.        ERISA.................................................................................   26
SECTION 6.12.        Operation of Business.................................................................   27
SECTION 6.13.        Taxes.................................................................................   27
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                                    ARTICLE VII
                               AFFIRMATIVE COVENANTS

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SECTION 7.01.        Maintenance of Existence..............................................................   27
SECTION 7.02.        Maintenance of Records................................................................   27
SECTION 7.03.        Maintenance of Properties.............................................................   27
SECTION 7.04.        Conduct of Business...................................................................   28
SECTION 7.05.        Maintenance of Insurance..............................................................   28
SECTION 7.06.        Compliance With Laws..................................................................   28
SECTION 7.07.        Right of Inspection...................................................................   28
SECTION 7.08.        Reporting Requirements................................................................   28
SECTION 7.09.        New Subsidiaries......................................................................   30

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

SECTION 8.01.        Liens.................................................................................   31
SECTION 8.02.        Debt..................................................................................   32
SECTION 8.03.        Mergers, Etc..........................................................................   32
SECTION 8.04.        Dividends.............................................................................   33
SECTION 8.05.        Sale of Assets........................................................................   33
SECTION 8.06.        Investments...........................................................................   33
SECTION 8.07.        Guaranties, Etc.......................................................................   34
SECTION 8.08.        Transactions With Affiliate...........................................................   34
SECTION 8.09.        Restrictions on Dividends.............................................................   34
SECTION 8.10.        Stock of Subsidiary, Etc..............................................................   34

                                   ARTICLE IX

                               FINANCIAL COVENANTS

SECTION 9.01.        Minimum Consolidated Current Ratio....................................................   35
SECTION 9.02.        Minimum Consolidated Tangible Net Worth...............................................   35
SECTION 9.03.        Consolidated Leverage Ratio...........................................................   35
SECTION 9.04.        Minimum Consolidated Cash Flow Ratio..................................................   35
SECTION 9.05.        Consolidated Interest Coverage........................................................   35

                                    ARTICLE X

                                EVENTS OF DEFAULT

SECTION 10.01.       Events of Default.....................................................................   36
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                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.01.       Amendments, Etc.......................................................................   38
SECTION 11.02.       Notices, Etc..........................................................................   38
SECTION 11.03.       No Waiver; Remedies...................................................................   38
SECTION 11.04.       Assignment; Participation.............................................................   38
SECTION 11.05.       Costs, Expenses and Taxes.............................................................   39
SECTION 11.06.       Indemnification.......................................................................   39
SECTION 11.07.       Right of Setoff.......................................................................   39
SECTION 11.08.       Governing Law.........................................................................   40
SECTION 11.09.       Severability of Provisions............................................................   40
SECTION 11.10.       Headings..............................................................................   40
SECTION 11.11.       Jurisdiction; Immunities; Waiver of Jury Trial........................................   40
SECTION 11.12.       Effectiveness.........................................................................   41


EXHIBITS

EXHIBIT A            FORM OF NOTE
EXHIBIT B            FORM OF CLOSING DATE CERTIFICATE
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<PAGE>   6

                  CREDIT AGREEMENT AND GUARANTY dated as of February 15, 2000
among HEALTH MANAGEMENT SYSTEMS, INC., a New York corporation (the
"Borrower"), ACCELERATED CLAIMS PROCESSING, INC., a Delaware corporation
("ACP"), QUALITY MEDI-CAL ADJUDICATION, INCORPORATED, a California
corporation ("QMA"), HEALTH CARE MICROSYSTEMS, INC., a California corporation
("HCM"), CDR ASSOCIATES, INC., a Maryland corporation ("CDR"), HSA MANAGED
CARE SYSTEMS, INC., a Delaware Corporation ("HSA"), HEALTH RECEIVABLES
MANAGEMENT, INC., a Delaware Corporation ("HRM"), and THE CHASE MANHATTAN
BANK (the "Bank").

                   The parties hereto hereby agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the following meanings (terms defined in the singular to
have the same meaning when used in the plural and vice versa):

                  "ACP" means Accelerated Claims Processing, Inc., a Delaware
Corporation.

                  "Acquisitions" means the purchase or the commitment to
purchase by the Borrower or any Guarantor of (1) an equity interest in any
Person, whether in the form of shares of capital stock, partnership interest,
membership interest or otherwise, or (2) any assets of or the business of
another Person (other than any assets required for the ongoing operation of the
business of the Borrower or any Guarantor, as the case may be).

                  "Affected Loans" shall have the meaning assigned to such term
in Section 2.14.

                  "Affiliate" means any Person: (1) which directly or indirectly
controls, or is controlled by, or is under common control with the Borrower or
any Guarantor; (2) which directly or indirectly beneficially owns or holds five
percent (5%) or more of any class of voting stock of the Borrower or any
Guarantor; or (3) five percent (5%) or more of the voting stock of which is
directly or indirectly beneficially owned or held by the Borrower or any
Guarantor. The term control means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting stock, by contract or otherwise.

                  "Agreement" means this Credit Agreement and Guaranty, as
amended, supplemented, or modified from time to time.

<PAGE>   7
                  "Applicable Lending Office" means, for each of the Prime Rate
Loans and LIBOR Loans, the Lending Office of the Bank (or of an affiliate of the
Bank) designated for the Prime Rate Loans and LIBOR Loans, on the signature
pages hereof or such other office of the Bank (or of an affiliate of the Bank)
as the Bank may from time to time specify to the Borrower as the office by which
the Prime Rate Loans or LIBOR Loans are to be made and maintained.

                  "Applicable Margin" means with respect to a LIBOR Loan
seven-eighths of one percent (.875%); provided, however, that if Consolidated
Earnings Before Interest, Taxes and Depreciation as set forth in the certificate
delivered pursuant to Section 7.08(4) is less than $15,000,000 for the fiscal
year ended October 31, 2000, the Applicable Margin with respect to any LIBOR
Loan outstanding on or subsequent to November 1, 2000 shall instead be one and
one-eighth of one percent (1.125%) and concurrently with the delivery of such
certificate, to the extent not yet paid, the Borrower shall pay any additional
interest that would otherwise have accrued and been due as a result of such
increase to the Applicable Margin.

                  "Application" means each application submitted by the Borrower
requesting that the Bank issue a Standby Letter of Credit for the account of the
Borrower.

                  "Board of Governors" means the Board of Governors of the
Federal Reserve System or any successor.

                  "Borrower" means Health Management Systems, Inc., a New York
corporation.

                  "Borrowing Notice" has the meaning specified in Section 2.03.

                  "Broken Funding Fee" means an amount equal to the difference
between (1) the amount of interest which otherwise would have accrued on the
principal amount of the LIBOR Loan so prepaid or unborrowed over the period
equal to the remaining portion of the applicable Interest Period and (2) the
amount of interest the Bank would earn if such principal amount were reinvested
for such remaining portion of the applicable Interest Period in the highest
quality U.S. Treasury obligations in an amount equal to the prepaid or
unborrowed principal amount and with a maturity approximately equal to such
remaining portion of the applicable Interest Period.

                  "Business Day" means: (1) any day other than a Saturday,
Sunday, or other day on which commercial banks in New York City are authorized
or required to close under the laws of the State of New York; and (2) if the
applicable day relates to a LIBOR Loan, an Interest Period with respect to a
LIBOR Loan, or notice with respect to any LIBOR Loan, any such day on which
dealings in Dollar deposits are also carried on in the London interbank market
and banks are open for business in London.

                  "Cash Collateral" means a deposit by the Borrower, made in
immediately available funds, to a savings, checking or time deposit account at
the Bank or the purchase by the Borrower of a certificate of deposit issued by
the Bank and the execution of all documents and

                                        2

<PAGE>   8
the taking of all steps required to give the Bank a perfected security interest
in such deposit or certificate of deposit.

                  "Capital Lease" means any lease which has been or should be
capitalized on the books of the lessee in accordance with GAAP.

                  "CDR" means CDR Associates, Inc., a Maryland corporation.

                  "Closing Date" means the date on which the conditions
precedent to the making of the initial Loan or the initial Standby Letter of
Credit set forth in Section 5.01 shall have been satisfied, which date shall be
a Business Day.

                  "Commitment" means, collectively, the Loan Commitment and the
Standby Letter of Credit Commitment.

                  "Consolidated Capital Expenditures" means, for any period, the
Dollar amount of gross expenditures (including obligations under Capital Leases)
made by the Borrower and its Consolidated Subsidiaries.

                  "Consolidated Current Assets" means, at any time, consolidated
total current assets of the Borrower and its Consolidated Subsidiaries less all
consolidated prepaid expenses of the Borrower and its Consolidated Subsidiaries,
all as determined in accordance with GAAP.

                  "Consolidated Current Liabilities" means, at any time,
consolidated total current liabilities of the Borrower and its Consolidated
Subsidiaries, all as determined in accordance with GAAP.

                  "Consolidated Debt Service" means, for any period, without
duplication, the sum of: (1) all Consolidated Interest Expense required to be
paid during such period; (2) all principal required to be paid on all
outstanding Debt by the Borrower or any of its Consolidated Subsidiaries during
such period, including but not limited to payments on Consolidated Senior Debt,
and (3) all other amounts required to be paid during such period by the Borrower
or any of its Consolidated Subsidiaries under the Loan Documents or any other
agreement related to and governing the terms of outstanding Debt of the Borrower
or any of its Consolidated Subsidiaries.

                  "Consolidated Deferred Assets" means, at any time,
consolidated deferred income taxes of the Borrower and its Consolidated
Subsidiaries, all as determined in accordance with GAAP.

                  "Consolidated Deferred Liabilities" means, at any time, both
consolidated deferred income taxes and consolidated deferred revenue of the
Borrower and its Consolidated Subsidiaries, all as determined in accordance with
GAAP.

                                        3

<PAGE>   9
                  "Consolidated Depreciation" means, at any time, consolidated
depreciation and amortization of property, equipment and intangible assets of
the Borrower and its Consolidated Subsidiaries, all as determined in accordance
with GAAP.

                  "Consolidated Earnings Before Interest, Taxes and
Depreciation" means, for any period, an amount equal to the sum of, without
duplication, (1) Consolidated Net Income for such period plus (2) Consolidated
Interest Expense for such period plus (3) Consolidated Taxes for such period
plus (4) Consolidated Depreciation for such period.

                  "Consolidated Interest Expense" means, for any period,
consolidated interest expense of the Borrower and its Consolidated Subsidiaries,
all as determined in accordance with GAAP.

                  "Consolidated Net Income" means, for any period, the
consolidated net income of the Borrower and its Consolidated Subsidiaries,
exclusive of any extraordinary items whether gains or losses, all as determined
in accordance with GAAP.

                  "Consolidated Senior Debt" means, at any time, the aggregate
amount of all obligations of the Borrower or any of its Consolidated
Subsidiaries to the Bank, including but not limited to the Loan, the face amount
of all outstanding Standby Letters of Credit Obligations and all other
obligations to the Bank under any of the Loan Documents.

                  "Consolidated Subsidiaries" means all Subsidiaries of the
Borrower that should be included in the Borrower's consolidated financial
statements, all as determined in accordance with GAAP.

                  "Consolidated Taxes" means, for any period, the consolidated
income tax benefit (expense) of the Borrower and its Consolidated Subsidiaries,
all as determined in accordance with GAAP.

                  "Consolidated Tangible Net Worth" means, at any time, the
excess of (1) Consolidated Total Tangible Assets over (2) Consolidated Total
Liabilities.

                  "Consolidated Total Intangible Assets" means, at any time, the
consolidated intangible assets of the Borrower and its Consolidated
Subsidiaries, all as determined in accordance with GAAP, including but not
limited to noncompete contracts, employment contracts, deferred or prepaid
transaction costs, capitalized research and development costs, capitalized
interest, debt discount and expenses, goodwill, patents, trademarks, copyrights,
franchise, license and other intangible assets.

                  "Consolidated Total Liabilities" means, at any time,
consolidated total liabilities of the Borrower and its Consolidated
Subsidiaries, all as determined in accordance with GAAP.

                                        4

<PAGE>   10
                  "Consolidated Total Tangible Assets" means, at any time, the
excess of (1) consolidated total assets of the Borrower and its Consolidated
Subsidiaries, as determined in accordance with GAAP, over (2) Consolidated Total
Intangible Assets.

                  "Debt" means: (1) indebtedness or liability for borrowed
money, or for the deferred purchase price of property or services (including
trade obligations); (2) obligations as lessee under Capital Leases; (3) current
liabilities in respect of unfunded vested benefits under any Plan; (4)
obligations under letters of credit issued for the account of any Person; (5)
all obligations arising under bankers, or trade acceptance facilities; (6) all
guarantees, endorsements (other than for collection or deposit in the ordinary
course of business), and other contingent obligations to purchase any item
included in this definition, to provide funds for payment, to supply funds to
invest in any Person, or otherwise to assure a creditor against loss; (7) all
obligations secured by any Lien on property owned by such Person, whether or not
the obligations have been assumed; and (8) all obligations under any agreement
providing for a swap, ceiling rate, ceiling and floor rates, contingent
participation or other hedging mechanism with respect to interest or other fees
payable on any of the items described in this definition.

                  "Default" means any of the events specified in Section 10.01,
whether or not any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

                  "Default Rate" means, with respect to an amount of any Loan
not paid when due, a rate per annum equal to: (1) if such Loan is a Prime Rate
Loan, a variable rate per annum equal to two percent (2%) above the Prime Rate;
or (2) if such Loan is a LIBOR Loan, a fixed rate per annum equal to two and
seven-eighths of one percent (2.875%) above the LIBOR Interest Rate until the
end of the period the LIBOR Interest Rate applies, and thereafter, a variable
rate per annum equal to two percent (2%) above the Prime Rate.

                  "Dividends" means, for any period, all dividends declared and
paid by the Borrower during such period; provided, however, dividends may only
be paid by the Borrower if permitted under the terms of this Agreement.

                  "Dollars" and the sign "$" mean lawful money of the United
States of America.

                  "Effective Date" means the date on which the conditions
precedent to the effectiveness hereof that are set forth in Section 11.12 shall
have been satisfied.

                  "Environmental Discharge" means any discharge or release of
any Hazardous Materials in violation of any applicable Environmental Law.

                  "Environmental Law" means any Law relating to pollution or the
environment, including Laws relating to noise or to emissions, discharges,
releases or threatened releases of Hazardous Materials into the workplace, the
community or the environment, or otherwise

                                        5

<PAGE>   11
relating to the generation, manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Materials.

                  "Environmental Notice" means any complaint, order, citation,
letter, inquiry, notice or other written communication from any Person (1)
affecting or relating to the Borrower's or any Subsidiary's compliance with any
Environmental Law in connection with any activity or operations at any time
conducted by the Borrower or such Subsidiary, (2) relating to the occurrence or
presence of or exposure to or possible or threatened or alleged occurrence or
presence of or exposure to Environmental Discharges or Hazardous Materials at
any of the Borrower's or any Subsidiary's locations or facilities, including,
without limitation: (a) the existence of any contamination or possible or
threatened contamination at any such location or facility; and (b) remediation
of any Environmental Discharge or Hazardous Materials at any such location or
facility or any part thereof, and (3) any violation or alleged violation of any
relevant Environmental Law.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations and published
interpretations thereof.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) which together with the Borrower would be treated as a single
employer under Section 4001 of ERISA.

                  "Event of Default" means any of the events specified in
Section 10.01, provided that any requirement for the giving of notice, the lapse
of time, or both, or any other condition, has been satisfied.

                  "Existing Lines of Business" means the business of providing
data processing and information management, analytical and transactional
services, or facilities management services for data processing to hospitals,
government institutions, health care providers and other institutions and
entities.

                  "Fiscal Year" or "fiscal year" means a period from November 1
to October 31.

                  "GAAP" means generally accepted accounting principles in the
United States used in the preparation of the financial statements referred to in
Section 6.04.

                  "Good Faith Contest" means the contest of an item if: (1) the
item is diligently contested in good faith by appropriate proceedings timely
instituted; (2) adequate cash reserves are established with respect to the
contested item; (3) during the period of such contest, the enforcement of any
contested item is effectively stayed; and (4) during the period of the contest
the failure to pay or comply with the contested item could not result in a
Material Adverse Change.

                                        6

<PAGE>   12

                  "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.

                  "Governmental Approvals" means any authorization, consent,
approval, license or exemption of, registration or filing with or report or
notice to, any governmental unit, whether federal, state, local or foreign.

                  "Guarantor" means each of ACP, QMA, HCM, CDR, HSA, HRM and
each other entity which becomes a guarantor under this Agreement in accordance
with Section 7.09.

                  "Guaranty" has the meaning specified in Section 4.01.

                  "Hazardous Materials" means any pollutant, effluents,
emissions, contaminants, toxic or hazardous wastes or substances, as any of
those terms are defined from time to time in or for the purposes of any relevant
Environmental Law, including asbestos fibers and friable asbestos,
polychlorinated biphenyls, and any petroleum or hydrocarbon-based products or
derivatives.

                  "HCM" means Health Care microsystems, Inc., a California
corporation.

                  "HSA" means HSA Managed Care Systems, Inc., a Delaware
corporation.

                  "HRM" means Health Receivables Management, Inc., a Delaware
corporation.

                  "Instrument" means with respect to each Standby Letter of
Credit, each written demand for payment under such Standby Letter of Credit,
whether in the form of a draft, receipt, acceptance, or teletransmission,
including but not limited to telex or cable.

                  "Interest Period" means, with respect to any LIBOR Loan, the
period commencing on the date such LIBOR Loan is made, converted or continued
and ending, as the Borrower may select, pursuant to Section 2.04 on the
numerically corresponding day in the first, third or sixth calendar month
thereafter, except that each such Interest Period that commences on the last
Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month.
If an Interest Period for a LIBOR Loan would end on a day which is not a
Business Day, such Interest Period shall be extended to the next Business Day,
unless such Business Day would fall in the next calendar month, in which event
such Interest Period shall end on the immediately preceding Business Day. There
are no Interest Periods for Prime Rate Loans.

                  "Law" means any federal, state or local statute, law, rule,
regulation, ordinance, order, code, policy or rule of common law, now or
hereafter in effect, and in each case as


                                       7
<PAGE>   13

amended, and any judicial or administrative interpretation thereof by a
Governmental Authority or otherwise, including any judicial or administrative
order, consent, decree or judgment.

                  "LIBOR Base Rate" means, with respect to any LIBOR Loan for
any Interest Period therefore, the rate per annum (rounded upward, if necessary,
to the nearest 1/16 of 1%) determined by the Bank to be the rates quoted by the
principal London branch of the Bank at approximately 11:00 a.m. London time (or
as soon thereafter as practicable) on the date two (2) Business Days prior to
the first day of such Interest Period for such LIBOR Loan for the offering to
leading banks in the London interbank market of Dollar deposits in immediately
available funds, for a period, and in an amount, comparable to such Interest
Period and principal amount of the LIBOR Loan which shall be made, continued or
converted by the Bank and outstanding during such Interest Period.

                  "LIBOR Interest Rate" means for any LIBOR Loan, a rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by
the Bank to be equal to the quotient of (1) the LIBOR Base Rate for such Loan
for the Interest Period therefor divided by (2) one minus the LIBOR Reserve
Requirement for such Interest Period.

                  "LIBOR Loan" means any Loan when and to the extent the
interest rate therefor is determined by reference to the LIBOR Interest Rate.

                  "LIBOR Reserve Requirement" means, for any LIBOR Loan, the
average maximum rate at which reserves (including any marginal, supplemental or
emergency reserves) are required to be maintained during the Interest Period for
such Loan under Regulation D by member banks of the Federal Reserve System in
New York City with deposits exceeding One Billion Dollars ($1,000,000,000)
against "Eurocurrency liabilities" (as such term is used in Regulation D).
Without limiting the effect of the foregoing, the LIBOR Reserve Requirement
shall also reflect any other reserves required to be maintained by such member
banks by reason of any Regulatory Change against (1) any category of liabilities
which includes deposits by reference to which the LIBOR Base Rate is to be
determined or (2) any category of extensions of credit or other assets which
include LIBOR Loans.

                  "Lien" means any mortgage, deed of trust, pledge, security
interest, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), or preference, priority, or other security agreement or
preferential arrangement, charge, or encumbrance, of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement under
the Uniform Commercial Code or comparable Law of any jurisdiction to evidence
any of the foregoing).

                  "Loan" or "Loans" shall have the meaning assigned to such
terms in Section 2.01.

                                       8
<PAGE>   14


                  "Loan Commitment" has the meaning specified in Section 2.01.

                  "Loan Documents" means this Agreement (including the
Guaranty), the Note and each Application.

                  "Material Adverse Change" means (1) a material adverse change
in the status of the business, results of operations, condition (financial or
otherwise), property or prospects of the Borrower or any Guarantor or (2) any
event or occurrence of whatever nature which could have a material adverse
effect on (i) the Borrower's or any Guarantor's ability to perform its
obligations under the Loan Documents to which it is a party or (ii) the rights
and remedies of the Bank under any Loan Document.

                  "Multiemployer Plan" means a Plan described in Section
4001(a)(3) of ERISA which covers employees of Borrower or any ERISA Affiliate.

                  "Note" has the meaning specified in Section 2.06.

                  "Obligations" has the meaning specified in Section 4.01.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

                  "Permitted Acquisitions" means any Acquisition if all of the
following tests are satisfied: (1) the total compensation paid and/or Debt
assumed (other than accounts payable to trade creditors for goods or services)
in connection with any such Acquisition does not exceed Twenty Million Dollars
($20,000,000); (2) the Person or assets acquired are engaged in, or may be used
in connection with, Existing Lines of Business; (3) at the time of and after
giving effect to such Acquisition there are and shall be no Defaults or Events
of Defaults; and (4) after giving effect to such proposed Acquisition the total
compensation paid and/or Debt assumed (other than accounts payable to trade
creditors for goods or services) in connection with all Acquisitions made during
the fiscal year in which such proposed Acquisition is to be made does not exceed
Twenty Million Dollars ($20,000,000).

                  "Person" means an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority, or other
entity of whatever nature.

                  "Plan" means any plan established, maintained, or to which
contributions have been made by Borrower or any ERISA Affiliate.

                  "Prime Rate" means the rate of interest as announced by the
Bank at its Principal Office as in effect from time to time as its prime
commercial lending rate.

                  "Prime Rate Loan" means the portions of the Loan when and to
the extent the interest rate therefor is determined by the Prime Rate.


                                       9
<PAGE>   15

                  "Principal Office" means Two Seventy Park Avenue, New York,
New York 10017 or such other office designated by the Bank as its principal or
head office.

                  "Prohibited Transaction" means any transaction set forth in
section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as
amended from time to time.

                  "QMA" means Quality Medi-Cal Adjudication, Incorporated, a
California corporation.

                  "Quarterly Payment Date" means the first Business Day of
January, April, July or October.

                  "Regulation D" means Regulation D of the Board of Governors,
as the same may be amended or supplemented from time to time.

                  "Regulatory Change" means, with respect to the Bank, any
change after the date of this Agreement in United States Federal Law, state Law
or foreign Law or regulations (including, without limitation, Regulation D) or
the adoption or making after such date of any interpretation, directive or
request applying to a class of banks including the Bank of or under any United
States Federal Law, state Law or foreign Law or regulations (whether or not
having the force of law) by any court or governmental or monetary authority
charged with the interpretation or administration thereof.

                  "Reportable Event" means any of the events set forth in
Section 4043 of ERISA.

                  "Revolving Credit Facility" means Ten Million Dollars
($10,000,000) less the aggregate sum of all terminations of the Revolving Credit
Facility as in effect on the Effective Date pursuant to Section 2.02.

                  "Revolving Credit Facility (Loans)" means the Revolving Credit
Facility less all Standby Letter of Credit Obligations.

                  "Revolving Credit Facility (Standby Letters of Credit)" means
the lesser of (1) Two Million Dollars ($2,000,000), or (2) the Revolving Credit
Facility less the aggregate principal amount of all outstanding Loans.

                  "Revolving Credit Facility Fee" has the meaning specified in
Section 2.08.

                  "Revolving Credit Facility Termination Date" means the earlier
of (1) February 13, 2001 and (2) if the Closing Date has not occurred on or
prior to April 12, 2000, such day that the Bank shall have given notice to the
Borrower that the Bank is terminating its Commitment hereunder.




                                       10
<PAGE>   16

                  "Standby Letter of Credit" has the meaning specified in
Section 3.01.

                  "Standby Letter of Credit Commitment" has the meaning
specified in Section 3.01.

                  "Standby Letter of Credit Fees" has the meaning specified in
Section 3.03.

                  "Standby Letter of Credit Obligations" means at any time an
amount equal to the sum of (1) the aggregate undrawn face amount of all
outstanding Standby Letters of Credit, plus (2) the aggregate amount of all
unreimbursed obligations on Standby Letters of Credit, plus (3) the aggregate
amount of all overdrafts created to satisfy any of the foregoing obligations
where all reductions in overdrafts shall first be applied to overdrafts created
to satisfy obligations other than those listed above and then to those listed
above.

                  "Subsidiary" means, as to any Person, a corporation,
partnership, limited liability company, or other business entity of which shares
of stock, securities or other ownership interest representing more than fifty
percent (50%) of the ordinary voting power or more than fifty percent (50%) of
the general partnership interest, are, at the time of which any determination is
made, owned or controlled by such Person or one or more intermediaries, or both,
of such Person, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person.

                  "Unused Revolving Credit Facility" means, on any date of
determination, the difference, if any, between (1) the Revolving Credit Facility
and (2) the sum of (a) the aggregate outstanding principal amount of all Loans
plus (b) the aggregate amount of all outstanding Standby Letter of Credit
Obligations.

                  SECTION 1.02. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP and all
financial data submitted pursuant to this Agreement shall be prepared in
accordance with such principles.


                                   ARTICLE II

                         AMOUNT AND TERMS OF THE CREDITS

                  SECTION 2.01. Loans. The Bank agrees, on the terms and
conditions set forth in this Agreement (including Article V), to make loans (the
"Loans") to the Borrower on any Business Day during the period from the
Effective Date up to but not including the Revolving Credit Facility Termination
Date, provided that the aggregate principal amount of all such Loans outstanding
at any time shall not exceed the Revolving Credit Facility (Loans) ("Loan
Commitment"). The Loans may be: (1) a Prime Rate Loan; or (2) a LIBOR Loan; or
(3) any combination of the foregoing, as determined by the Borrower and notified
to the Bank in accordance with Section 2.03. Each type of Loan shall be made and
maintained at the Bank's Applicable Lending Office for such type of Loan. Within
the limits of the Revolving Credit

                                       11
<PAGE>   17
Facility (Loans), the Borrower may borrow, make an optional prepayment pursuant
to Section 2.07, and reborrow under this Section 2.01.

                  SECTION 2.02. Reduction of Revolving Credit Facility. The
Borrower shall have the right, upon at least one (1) Business Day's notice to
the Bank, to terminate in whole or reduce in part the unused portion of the
Revolving Credit Facility, provided that each partial reduction shall be in the
amount of not less than Five Hundred Thousand Dollars ($500,000).

                  SECTION 2.03. Notice and Manner of Borrowing; Minimum Amounts.
Each LIBOR Loan and Prime Rate Loan shall be made on notice (each a "Borrowing
Notice") from the Borrower to the Bank, which notice shall be given not later
than 11:00 a.m., New York City time, on (1) the third Business Day prior to the
making of any Loan to which the LIBOR Interest Rate applies, and (2) the
Business Day of making of any Loan to which the Prime Rate applies. Each
Borrowing Notice must specify: (1) the date and amount of such Loan; (2) that
the Loan will bear interest at (a) the Prime Rate, or (b) the LIBOR Interest
Rate plus the Applicable Margin, and (3) in the case of Loans bearing interest
at the LIBOR Interest Rate, the initial Interest Period applicable thereto. All
Prime Rate Loans, and any conversions thereof pursuant to Section 2.04 below,
shall be in the minimum amount of Five Hundred Thousand Dollars ($500,000) and
in integral multiples of One Hundred Thousand Dollars ($100,000) and all LIBOR
Loans, and any conversions or continuations thereof pursuant to Section 2.04
below, shall be in the minimum amount of One Million Dollars ($1,000,000) and in
integral multiples thereof. Upon fulfillment of the applicable conditions set
forth in Article V, the Bank will make funds available to the Borrower in
immediately available funds by crediting the amount thereof to the Borrower's
account with the Bank.

                  SECTION 2.04. Interest Periods; Conversions; Renewals. In the
case of each LIBOR Loan, the Borrower shall select an Interest Period of any
duration in accordance with the definition of Interest Period in Section 1.01,
subject to the following limitations; (1) no Interest Period may extend beyond
the Revolving Credit Facility Termination Date; and (2) no Interest Period shall
have a duration of less than one month, and if any such proposed Interest Period
would otherwise be for a shorter period, such Interest Period shall not be
available. Unless a Loan is accruing interest based upon the LIBOR Interest Rate
plus the Applicable Margin, such Loan will accrue interest at the Prime Rate. To
illustrate, if the Borrower does not convert a Prime Rate Loan into a LIBOR
Loan, then such Loan will continue to be a Prime Rate Loan.

                  The Borrower may elect from time to time to convert all or a
part of one type of Loan into a Prime Rate or LIBOR Loan or to renew all or part
of a LIBOR Loan by giving the Bank notice at least one (1) Business Day before
conversion into a Prime Rate Loan, and at least three (3) Business Days before
the conversion into or renewal of a LIBOR Loan, specifying (1) the renewal or
conversion date; (2) the amount of the Loan to be converted or renewed; (3) in
the case of conversions, the type of Loan to be converted into; and (4) in the
case of renewals of or a conversion into LIBOR Loans the duration of the
Interest Period applicable thereto; provided that LIBOR Loans can be converted
only on the last day of the Interest Period for such Loan. All notices given
under this Section 2.04 shall be irrevocable and shall be given not later

                                       12
<PAGE>   18
than 11:00 a.m., New York City time, on the day which is not less than the
number of Business Days specified above for such notice. If the Borrower shall
fail to give the Bank the notice as specified above for the renewal or
conversion of a LIBOR Loan prior to the end of the Interest Period with respect
thereto, such LIBOR Loan shall automatically be converted into a Prime Rate Loan
on the last day of the Interest Period for such Loan.

                  SECTION 2.05. Interest. The Borrower shall pay interest to
the Bank on the outstanding and unpaid principal amount of its Loans at a rate
per annum as follows: (1) for a Prime Rate Loan at a rate equal to the Prime
Rate; and (2) for a LIBOR Loan at a rate equal to the LIBOR Interest Rate plus
the Applicable Margin. Any principal amount not paid when due (at maturity, by
acceleration or otherwise) shall bear interest thereafter, payable on demand, at
the Default Rate.

                  The interest rate on each Prime Rate Loan shall change when
the Prime Rate changes. Interest on each Loan shall not exceed the maximum
amount permitted under applicable Law and shall be calculated on the basis of a
year of three hundred sixty (360) days for the actual number of days elapsed.

                  Accrued interest shall be due and payable in arrears upon any
payment of principal and

                  (a) with respect to Prime Rate Loans, on the first Business
         Day of each month, commencing the first such date after the Closing
         Date;

                  (b) with respect to LIBOR Loans, on the last day of the
         applicable Interest Period (and, if such Interest Period shall exceed
         three months, at intervals of three months after the first day of such
         Interest Period);

                  (c) with respect to the principal amount of any Prime Rate
         Loans converted into LIBOR Loans on a day when interest would not
         otherwise have been payable pursuant to clause (a), on the date of such
         conversion; and

                  (d) with respect to additional interest, if any, that would
         otherwise have accrued and been due as a result of any increase to the
         Applicable Margin as set forth in the proviso to the definition
         thereof, concurrently with the delivery of the certificate delivered
         pursuant to Section 7.08(4) for the fiscal year ended October 31, 2000.

Interest accruing at the Default Rate shall be due and payable on demand.

                  SECTION 2.06. Note. The Loans shall be evidenced by, and
repaid with interest in accordance with, a single promissory note of the
Borrower, in substantially the form of Exhibit A hereto (the "Note") duly
completed. The Note shall (1) be in the principal amount of the Revolving Credit


                                       13
<PAGE>   19

Facility, (2) be dated the Closing Date, (3) be payable to the Bank for the
account of its applicable Lending Office and (4) mature as to principal on the
Revolving Credit Facility Termination Date. The Bank is hereby authorized by the
Borrower to endorse on the schedule attached to the Note the amount of each
Loan, the type of the Loan and each renewal, conversion, continuation and
payment of principal amount received by the Bank for the account of its
Applicable Lending Office on account of the Loans, which endorsement shall, in
the absence of manifest error, be conclusive as to the outstanding balance of
the Loans made by the Bank; provided, however, that the failure to make such
notation with respect to any Loan or renewal, conversion, continuation or
payment shall not limit or otherwise affect the obligations of the Borrower
under this Agreement or the Note. The Bank agrees that prior to any assignment
of the Note it will endorse the schedule attached to the Note.

                  SECTION 2.07. Optional Prepayments. The Borrower may, upon
giving notice to the Bank prior to 11:00 a.m. of the day of the prepayment in
the case of Prime Rate Loans, and at least three (3) Business Days' notice to
each Bank in the case of LIBOR Loans, prepay the Note, in whole or in part with
accrued interest to the date of such prepayment on the amount prepaid, provided
that: (1) each partial prepayment shall be in a principal amount of not less
than One Hundred Thousand Dollars ($100,000); and (2) LIBOR Loans may be prepaid
only on the last day of the Interest Period for such Loan, unless the Borrower
pays the Bank the Broken Funding Fee.

                  SECTION 2.08. Fees. The Borrower shall pay to the Bank a
commitment fee (the "Revolving Credit Facility Fee") on the daily average amount
of the Unused Revolving Credit Facility for the period from and including the
Effective Date to but excluding the Revolving Credit Facility Termination Date
at a rate per annum equal to three-eighths of one percent (.375%); provided,
however, that if Consolidated Earnings Before Interest, Taxes and Depreciation
as set forth in the certificate delivered pursuant to Section 7.08(4) is less
than $15,000,000 for the fiscal year ended October 31, 2000, then the Borrower
shall pay a Revolving Credit Facility Fee on the daily average amount of the
Unused Revolving Credit Facility for the period from and including November 1,
2000 to but excluding the Revolving Credit Facility Termination Date at a rate
per annum equal to five-eighths of one percent (0.625%) and concurrently with
the delivery of such certificate, to the extent not yet paid, the Borrower shall
pay any additional Revolving Credit Facility Fees that would otherwise have
accrued and been due as a result of such increase to such rate. The Revolving
Credit Facility Fee shall be paid, in arrears, on each Quarterly Payment Date,
commencing with the first Quarterly Payment Date following the Effective Date,
and on the Revolving Credit Facility Termination Date; provided, however, that
the Revolving Credit Facility Fee for the period from the Effective Date to but
not including the first Business Day of the Quarterly Payment Date immediately
succeeding the Effective Date shall be paid in advance on the Effective Date.

                  SECTION 2.09. Method of Payment. The Borrower shall make each
payment under this Agreement and under the Note not later than 11:00 A.M. (New
York time) on the date when due in Dollars to the Bank for the account of its
Applicable Lending Office. The Borrower hereby authorizes the Bank, if and to
the extent payment is not made when due under this Agreement or under the Note,
to charge from time to time against any account it maintains with the Bank any
amount so due to the Bank. Except to the extent provided in this Agreement,

                                       14
<PAGE>   20


whenever any payment to be made under this Agreement or under the Note shall be
stated to be due on any day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of time shall be
included in the computation of the payment of interest, the Revolving Credit
Facility Fee and any other fees that may be applicable hereunder.

                  SECTION 2.10. Use of Proceeds. The proceeds of the Loans shall
be used by the Borrower for working capital, equipment purchases, financing
Acquisitions and general corporate purposes; provided, however, no proceeds will
be used for Acquisitions which are not Permitted Acquisitions. The Borrower will
not, directly or indirectly, use any part of such proceeds for the purpose of
purchasing or carrying any margin stock within the meaning of Regulation U of
the Board of Governors or to extend credit to any Person for the purpose of
purchasing or carrying any such margin stock.

                  SECTION 2.11. Additional Costs. The Borrower shall pay
directly to the Bank from time to time on demand such amounts as the Bank may
determine to be necessary to compensate it for any increased costs which the
Bank determines are attributable to its making or maintaining any LIBOR Loan, or
its obligation to convert any Prime Rate Loan to a LIBOR Loan hereunder, or any
reduction in any amount receivable by the Bank hereunder in respect of any of
such LIBOR Loans or such obligation (such increases in costs and reductions in
amounts receivable being herein called "Additional Costs"), resulting from any
Regulatory Change which:

                  (1) changes the basis of taxation of any amounts payable to
         the Bank under this Agreement or the Note in respect of any of such
         LIBOR Loans (other than taxes imposed on or measured by the overall net
         income of the Bank or of its Applicable Lending Office for any of such
         LIBOR Loans by the jurisdiction in which the Bank has its Principal
         Office or such Applicable Lending Office); or

                  (2) (other than to the extent of the LIBOR Reserve Requirement
         taken into account in determining the LIBOR Interest Rate at the
         commencement of the applicable Interest Period) imposes or modifies any
         reserve, special deposit, deposit insurance or assessment, minimum
         capital, capital ratio or similar requirements relating to any
         extensions of credit or other assets of, or any deposits with or other
         liabilities of, the Bank (including any LIBOR Loans or any deposits
         referred to in the definition of "LIBOR Interest Rate" in Section 1.01
         hereof), or any commitment of the Bank; or

                  (3) imposes any other condition affecting this Agreement or
         the Note (or any of such extensions of credit or liabilities).

                  Without limiting the effect of the provisions of the first
paragraph of this Section 2.11, in the event that, by reason of any Regulatory
Change, the Bank either (1) incurs Additional Costs based on or measured by the
excess above a specified level of the amount of a category of

                                       15
<PAGE>   21
deposits of other liabilities of the Bank which includes deposits by reference
to which the LIBOR Interest Rate, is determined as provided in this Agreement or
a category of extensions of credit or other assets of the Bank which includes
loans based on the LIBOR Interest Rate, or (2) becomes subject to restrictions
on the amount of such a category of liabilities or assets which it may hold,
then, if the Bank so elects by notice to the Borrower, the obligation of the
Bank to make or continue, or to convert Loans into LIBOR Loans, shall be
suspended until such Regulatory Change ceases to be in effect (in which case the
provisions of Section 2.14 hereof shall be applicable).

                  Without limiting the effect of the foregoing provisions of
this Section 2.11 (but without duplication), the Borrower shall pay directly to
the Bank from time to time on request such amounts as the Bank may determine to
be necessary to compensate the Bank for any costs which it determines are
attributable to the maintenance by the Bank (or any Applicable Lending Office),
pursuant to any Law or regulation or any interpretation, directive or request
(whether or not having the force of law and whether in effect on the date of
this Agreement or thereafter) of any court or governmental or monetary authority
of capital in respect of any Loan or the Revolving Credit Facility, such
compensation to include, without limitation, an amount equal to any reduction of
the rate of return on assets or equity of the Bank (or any Applicable Lending
Office) to a level below that which the Bank (or any Applicable Lending Office)
could have achieved but for such Law, regulation, interpretation, directive or
request.

                  Determinations and allocations by the Bank for purposes of
this Section 2.11 of the effect of any Regulatory Change pursuant to the first
or second paragraph of this Section 2.11 or of the effect of capital maintained
pursuant to the third paragraph of this Section 2.11, on its costs or rate of
return of maintaining the Loans or on amounts receivable by it in respect of the
Loans, and the amounts required to compensate the Bank under this Section 2.11,
shall be conclusive absent manifest error.

                  SECTION 2.12. Limitation on Types of Loans. Anything herein to
the contrary notwithstanding, if, on or prior to the determination of the LIBOR
Interest Rate for any Interest Period the Bank determines (which determination
shall be conclusive) that (1) the relevant rates of interest referred to in the
definition of "LIBOR Interest Rate" in Section 1.01 hereof upon the basis of
which the rate of interest for LIBOR Loans for such Interest Period is to be
determined do not adequately cover the cost to the Bank of making or maintaining
such LIBOR Loans for such Interest Period; or (2) quotations of interest rates
for the relevant deposits referred to in the definition of LIBOR Interest Rate
are not being provided in the relevant amounts or for the relevant maturities
for purposes of determining the rate of interest on a LIBOR Loan as provided in
this Agreement; then the Bank shall give the Borrower prompt notice thereof, and
so long as such condition remains in effect, the Bank shall be under no
obligation to make LIBOR Loans, convert Loans into LIBOR Loans or continue LIBOR
Loans, and the Borrower shall, on the last day(s) of the then current Interest
Period(s) for the outstanding LIBOR Loans either prepay such LIBOR Loans or
convert such LIBOR Loans into a Prime Rate Loan.

                  SECTION 2.13. Illegality. Notwithstanding any other provision
of this Agreement, in the event that it becomes unlawful for the Bank or its
Applicable Lending Office to honor its obligation to make or maintain LIBOR
Loans hereunder or convert Loans into

                                       16
<PAGE>   22
LIBOR Loans, then the Bank shall promptly notify the Borrower thereof and
the Bank's obligation to make or continue, or to convert Loans into LIBOR Loans,
shall be suspended until such time as the Bank may again make and maintain LIBOR
Loans (in which case the provisions of Section 2.14 hereof shall be applicable).

                  SECTION 2.14. Treatment of Affected Loans. If the obligations
of the Bank to make or continue LIBOR Loans, or to convert Loans into LIBOR
Loans are suspended pursuant to Section 2.12 or 2.13 hereof (LIBOR Loans so
affected being herein called "Affected Loans") the Bank's Affected Loans shall
be automatically converted into Prime Rate Loans on the last day(s) of the then
current Interest Period(s) for the Affected Loans (or, in the case of a
conversion required by Section 2.12 or 2.13, on such earlier date as the Bank
may specify to the Borrower).

                  To the extent that the Bank's Affected Loans have been so
converted, all payments and prepayments of principal which would otherwise be
applied to the Bank's Affected Loans shall be applied instead to its Prime Rate
Loans. All Loans which would otherwise be made or continued by the Bank as LIBOR
Loans shall be made or continued instead as Prime Rate Loans and all Prime Rate
Loans of the Bank which would otherwise be converted into LIBOR Loans shall
remain as Prime Rate Loans.

                  SECTION 2.15. Risk-Based Capital. In addition to the rights
granted under any other provision of this Agreement, in the event that the Bank
determines that (1) compliance with any judicial, administrative, or other
governmental interpretation of any Law or regulation or (2) compliance by the
Bank or any corporation controlling the Bank with any guideline or request from
any central bank or other Governmental Authority (whether or not having the
force of law) has the effect of requiring an increase in the amount of capital
required or expected to be maintained by the Bank or any corporation controlling
the Bank, and the Bank determines that such increase is based upon its
obligations hereunder, and other similar obligations, the Borrower shall pay to
the Bank such additional amount as shall be certified by the Bank to be the
amount allocable to the Bank's obligations to the Borrower hereunder. The Bank
will notify the Borrower of any event occurring after the date of this Agreement
that will entitle the Bank to compensation pursuant to this Section 2.15 as
promptly as practicable after it obtains knowledge thereof and determines to
request such compensation. The Borrower agrees to pay compensation pursuant to
this Section 2.15 within thirty (30) days after the Bank notifies the Borrower
that the Bank is entitled to compensation under this Section 2.15.

                  Determinations by the Bank for purposes of this Section 2.15
of the effect of any increase in the amount of capital required to be maintained
by the Bank and of the amount allocable to the Bank's obligations to the
Borrower hereunder shall be conclusive, absent manifest error.

                  SECTION 2.16. Certain Compensation. The Borrower shall pay to
the Bank, upon the request of the Bank, such amount or amounts as shall be
sufficient (in the reasonable

                                       17
<PAGE>   23
opinion of the Bank) to compensate it for any loss, cost or expense which the
Bank determines is attributable to:

                  (1) any payment, prepayment, conversion or continuation of a
         LIBOR Loan made by the Bank on a date other than the last day of an
         Interest Period for such Loan whether by reason of acceleration or
         otherwise; or

                  (2) any failure by the Borrower for any reason to borrow,
         convert or continue a LIBOR Loan to be borrowed, converted or continued
         by the Bank on the date specified therefor in the relevant notice
         issued by the Borrower.

                  Without limiting the foregoing, such compensation shall
include an amount equal to the Broken Funding Fee. A determination of the Bank
as to the amounts payable pursuant to the prior paragraph of this Section 2.16
shall be conclusive absent manifest error.


                                   ARTICLE III

                                LETTERS OF CREDIT

                  SECTION 3.01. Standby Letters of Credit. Subject to the terms
and conditions of this Agreement (including Article V), the Bank agrees to issue
standby or performance letters of credit ("Standby Letters of Credit") for the
account of the Borrower from time to time during the period from the Effective
Date to the Revolving Credit Facility Termination Date, provided that the
aggregate face and principal amount of all Standby Letter of Credit obligations
outstanding at any time does not exceed the Revolving Credit Facility (Standby
Letter of Credit) ("Standby Letter of Credit Commitment"). In addition, the Bank
will not be required to issue a Standby Letter of Credit with a maturity date on
or after the Revolving Credit Facility Termination Date.

                  SECTION 3.02. Application for Standby Letter of Credit. The
Bank will not be required to issue a Standby Letter of Credit unless the
Borrower submits to the Bank an Application (in the Bank's then current form for
standby or performance letters of credit) for such Standby Letter of Credit. In
addition to the other terms and provisions of this Agreement, including but not
limited to those set forth in this Article, each Standby Letter of Credit will
be subject to the terms and provisions of the Application submitted in
connection with such Standby Letter of Credit, provided, however, that to the
extent there are any inconsistencies between this Agreement and the Application
the terms of this Agreement shall apply.

                  SECTION 3.03. Standby Letter of Credit Fees and Expenses. The
Borrower will pay the Bank, on demand, the Bank's issuance and administrative
fees and all charges, costs, and expenses paid or incurred by the Bank in
connection with each Standby Letter of Credit. Unless otherwise agreed, all
issuance and administrative fees payable under this Agreement shall be at the
rates customarily charged by the Bank at that time in like circumstances.

                                       18
<PAGE>   24


                  In addition to the items noted in the first paragraph of this
Section, the Borrower shall pay to the Bank an annual letter of credit fee equal
to one percent (1%) of the face amount of each Standby Letter of Credit
("Standby Letter of Credit Fee"). Such Standby Letter of Credit Fee shall accrue
from the date of issuance of each such Standby Letter of Credit and be paid
quarterly, in arrears, on each Quarterly Payment Date after the issuance of such
Standby Letter of Credit and on the Revolving Credit Facility Termination Date;
provided, however, the percentage used to compute the Standby Letter of Credit
Fee will be increased by two percent (2%) during each period a Default or Event
of Default exists.

                  In addition to the fees and amounts otherwise payable by
Borrower under this Section, the Borrower shall pay to the Bank on demand such
amounts as the Bank, in its sole discretion, determines are necessary to
compensate it for any cost attributable to its providing or maintaining its
Standby Letter of Credit Commitment, or its issuing or having outstanding any
Standby Letter of Credit, resulting from the application of any Law or
regulation applicable to the Bank regarding any reserve, assessment, capital
adequacy or similar requirements relating to letters of credit or the
reimbursement agreements with respect thereto or to similar liabilities or
assets of the Bank, whether existing at the time of issuance of the Standby
Letter of Credit or adopted thereafter. The Borrower acknowledges that there are
various methods of allocating costs to the Standby Letters of Credit and agrees
that the Bank's allocation for purposes of determining the costs referred to in
this paragraph shall be conclusive and binding upon the Borrower, provided such
allocation is made by the Bank in good faith.

                  SECTION 3.04. Reimbursement Obligation. The Borrower will pay
the Bank, on demand, at 1411 Broadway, Fifth Floor, New York, New York 10018 in
immediately available funds, the amount required to reimburse the Bank in
respect of the Bank's payment of each Instrument. If not reimbursed on the date
of the Bank's payment of an Instrument then such reimbursement shall be made
with interest at the Default Rate on Prime Rate Loans from the date of the
Bank's payment of such Instrument to the date of the Borrower's reimbursement of
the Bank.

                  If the Instrument is in foreign currency, such reimbursement
shall be in Dollars at the Bank's selling rate for cable transfers to the place
of payment of the Instrument current on the date of payment or of the Bank's
settlement of its obligation, as the Bank may require. If, for any cause, on the
date of payment or settlement, as the case may be, there is no selling rate or
other rate of exchange generally current in New York for effecting such
transfers, the Borrower will pay the Bank on demand an amount in Dollars
equivalent to the Bank's actual cost of settlement of its obligation however or
whenever the Bank shall make such settlement, with interest at the
Prime Rate from the date of settlement to the date of payment. The Borrower will
comply with all governmental exchange regulations now or hereafter applicable to
each Standby Letter of Credit or Instrument or payments related thereto and will
pay the Bank, on demand, in Dollars, such amount as the Bank may be or may have
been required to expend on account of such regulations. The Bank may debit any
account or accounts maintained by the Borrower with any office of the Bank or
any of its subsidiaries or affiliates (now or in the future) and apply the


                                       19
<PAGE>   25
proceeds to the payment of any and all amounts owed by the Borrower to the Bank
under this Article.


                                   ARTICLE IV

                                    GUARANTY

                  SECTION 4.01. Guaranty. Each Guarantor hereby jointly and
severally irrevocably, absolutely and unconditionally

                  (1) guarantees to the Bank and its successors, endorsees,
         transferees and assigns the prompt and complete payment by the
         Borrower, as and when due and payable (whether at stated maturity or by
         required prepayment, acceleration, demand or otherwise), of all
         indebtedness, obligations and liabilities of Borrower to the Bank now
         existing or hereafter incurred under or arising out of or in connection
         with the Loan Documents, whether for principal, interest, reimbursement
         obligations, fees, expenses or otherwise and all other obligations of
         the Borrower to the Bank including but not limited to all obligations
         under the Loans and Standby Letters of Credit (including, without
         limitation, all such amounts which would become due but for the
         operation of the automatic stay under Section 362(a) of the United
         States Bankruptcy Code, 11 U.S.C. Section 362(a), and the operation of
         Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11
         U.S.C. Section 502(b) and Section 506(b)) (all such indebtedness,
         obligations, and liabilities being herein called the "Obligations");
         and

                  (2) agrees to pay any and all expenses (including counsel fees
         and expenses) which may be paid or incurred by the Bank in collecting
         any or all of the obligations and/or enforcing any rights under any of
         the Loan Documents or under the Obligations (the "Guaranty");

provided, however, that each Guarantor shall be liable under this Guaranty for
the maximum amount of such liability that can be hereby incurred without
rendering this Guaranty, as it relates to such Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and not
for any greater amount.

                  SECTION 4.02. Guarantor's Obligations Unconditional. Each
Guarantor hereby guarantees that the Obligations will be paid strictly in
accordance with their terms, including the terms of the Loan Documents,
regardless of any Law, regulation or order now or hereafter in effect in any
jurisdiction affecting any such terms or the rights of the Bank with respect
thereto. The obligations and liabilities of each Guarantor under this Guaranty
shall be absolute and unconditional irrespective of: (1) any lack of validity or
enforceability of any of the Obligations, any Loan Documents, or any agreement
or instrument relating thereto; (2) any change in the time, manner or place of
payment of, or in any other term in respect of, all or any of the Obligations,
or any other amendment or waiver of or consent to any departure from any Loan

                                       20
<PAGE>   26
Documents or any other document related to such Obligations; (3) any exchange
or release of, or non-perfection of any Lien on or in, any collateral, or any
release or amendment or waiver of or consent to any departure from any other
guaranty, for all or any of the Obligations; or (4) any other circumstances
which might otherwise constitute a defense available to, or a discharge of, the
Borrower or any other guarantor in respect of the Obligations or each Guarantor
in respect of this Guaranty.

                  This Guaranty is a continuing guaranty and shall remain in
full force and effect until: (1) the payment in full of all the Obligations
after the Revolving Credit Facility Termination Date, and (2) the payment of the
other expenses to be paid by the Guarantor pursuant hereto. This Guaranty shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any payment, or any part thereof, of any of the Obligations is rescinded or
must otherwise be returned by the Bank upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or otherwise, all as
though such payment had not been made.

                  This Guaranty constitutes a guaranty of payment when due and
not of collection, and each Guarantor specifically agrees that the obligations
and liabilities of each Guarantor under this Guaranty shall not be conditioned
or contingent upon the pursuit by the Bank or any other Person at any time of
any right or remedy against the Borrower or any other Person which may be become
liable in respect of all or any part of the Obligations or against any
collateral or security or guarantee therefor or right of setoff with respect
thereto.

                  Each Guarantor hereby consents that, without the necessity of
any reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Obligations made
by the Bank may be rescinded by the Bank and any of the Obligations continued
after such rescission.

                  SECTION 4.03. Waivers. Each Guarantor hereby waives: (1)
promptness and diligence; (2) notice of or proof of reliance by the Bank upon
this Guaranty or acceptance of this Guaranty; (3) notice of the incurrence of
any Obligations by the Borrower or the renewal, extension or accrual of any
Obligation; (4) notice of any actions taken by the Bank or the Borrower or any
other party under any Loan Document, or any other agreement or instrument
relating thereto; (5) all other notices, demands and protests, and all other
formalities of every kind in connection with the enforcement of the Obligations
or of the obligations of each Guarantor hereunder, the omission of or delay in
which, but for the provisions of this Section 4.03, might constitute grounds for
relieving any Guarantor of its obligations hereunder; and (6) any requirement
that the Bank protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against the Borrower or
any other Person or any collateral.

                  SECTION 4.04. Subrogation. Each Guarantor hereby waives any
rights which it may acquire by way of subrogation under this Guaranty, whether
acquired by any payment made hereunder, by any setoff or application of funds of
the Guarantor, by the Bank or otherwise.


                                       21
<PAGE>   27


                  SECTION 4.05. Right of Contribution. Each Guarantor hereby
agrees that to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Guarantor shall be
entitled to seek and receive contribution from and against any other Guarantor
hereunder who has not paid its proportionate share of such payment. Each
Guarantor's right of contribution shall be subject to the terms and conditions
of Section 4.04. The provisions of this Section 4.05 shall in no respect limit
the obligations and liabilities of any Guarantor to the Bank, and each Guarantor
shall remain liable to the Bank for the full amount guaranteed by such Guarantor
hereunder.


                                    ARTICLE V

                              CONDITIONS PRECEDENT

                  SECTION 5.01. Conditions Precedent to the Initial Loan or
Standby Letter of Credit. The obligation of the Bank to make the initial Loan
and to issue the initial Standby Letter of Credit is subject to the condition
precedent that the Bank shall have received on or before the Closing Date each
of the following documents, in form and substance satisfactory to the Bank and
its counsel, and each of the following requirements shall have been fulfilled:

                  (1)      The Note.  The Note duly executed by the Borrower;

                  (2) Evidence of Due Organization of Borrower and each
         Guarantor. Certified copies, dated the Closing Date, of the Certificate
         of Incorporation and By-Laws of the Borrower and each Guarantor and all
         amendments thereto;

                  (3) Evidence of All Corporate Action of the Borrower and each
         Guarantor. Certified copies, dated the Closing Date, of all corporate
         action taken by the Borrower and each Guarantor, including resolutions
         of its Board of Directors, authorizing the execution, delivery, and
         performance of the Loan Documents to which it is a party and each
         document to be delivered pursuant to this Agreement;

                  (4) Incumbency and Signature Certificate of the Borrower and
         each Guarantor. A certificate, dated the Closing Date, of the Secretary
         of the Borrower and each Guarantor, certifying the names and true
         signatures of the officers of the Borrower or each Guarantor, as the
         case may be, authorized to sign the Loan Documents to which it is a
         party and the other documents to be delivered pursuant to this
         Agreement;

                  (5) Good Standing Certificates. A certificate, dated within
         ten (10) days of the Closing Date, from the Secretary of State (or
         other appropriate official) of the jurisdiction of incorporation of the
         Borrower and each Guarantor certifying as to the due incorporation and
         good standing of the Borrower or such Guarantor, as the case may be,
         and certificates, dated within five (5) days of the Closing Date, from
         the Secretary of State (or other appropriate official) of each other
         jurisdiction where the Borrower and

                                       22
<PAGE>   28
         each Guarantor is required to be qualified to conduct business,
         certifying that the Borrower or such Guarantor, as the case may be, is
         duly qualified to do such business and is in good standing in such
         state;

                  (6) Opinion of Counsel. A favorable opinion of Messrs.
         Coleman, Rhine & Goodwin LLP, counsel for the Borrower and each
         Guarantor, in form reasonably acceptable to the Bank;

                  (7) Closing Date Certificate. The Bank shall have received a
         Closing Date Certificate, substantially in the form of Exhibit B
         hereto, dated the Closing Date and duly executed and delivered by the
         chief executive or financial officer of the Borrower, in which
         certificate the Borrower shall agree and acknowledge that the
         statements made therein shall be deemed to be true and correct
         representations and warranties of the Borrower made as of such date
         under this Agreement, and, at the time such certificate is delivered,
         such statements shall in fact be true and correct;

                  (8) Legal Fees. Mayer, Brown & Platt has been paid in full for
         all legal fees, costs and expenses incurred in connection with the
         preparation of the Loan Documents; and

                  (9) Additional Documentation. The Bank shall have received
         such other approvals or documents as the Bank may reasonably request.

                  SECTION 5.02. Conditions Precedent to All Loans and All
Standby Letters of Credit. The obligations of the Bank to provide each Loan
(including the initial Loan) and to issue each Standby Letter of Credit
(including the initial Standby Letter of Credit) shall be subject to the further
conditions precedent that on the date of providing such Loan or issuing such
Standby Letter of Credit, as the case may be:

                  (1)      The following statements shall be true:

                           (a)      all the representations and warranties
                                    contained in each of the Loan Documents are
                                    correct on and as of the date of providing
                                    such

                                    Loan or issuing such Standby Letter of
                                    Credit, as the case may be, as though made
                                    on and as of such date; and

                           (b)      no Default or Event of Default has occurred
                                    and is continuing, or could result from
                                    providing such Loan or issuing such Standby
                                    Letter of Credit, as the case may be; and

                  (2) The Bank shall have received such other approvals,
         opinions or documents as the Bank may reasonably request.


                                       23
<PAGE>   29


                  SECTION 5.03. Deemed Representation. Each request for a Loan
or a Standby Letter of Credit and, in the case of a Loan, acceptance by the
Borrower of any proceeds of such Loan or in the case of a Standby Letter of
Credit, issuance of such Standby Letter of Credit shall constitute a
representation and warranty that the statements contained in Section 5.02(1) are
true and correct both on the date of such notice and as of the date of the
providing of such Loan or issuing such Standby Letter of Credit, as the case may
be.


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower and each Guarantor represents and warrants to the
Bank that:

                  SECTION 6.01. Incorporation, Good Standing and Due
Qualification. The Borrower and each Guarantor is a corporation duly
incorporated, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation; has the corporate power and authority to own
its assets and to transact the business in which it is now engaged or proposed
to be engaged in; and is duly qualified as a foreign corporation and in good
standing under the laws of each other jurisdiction in which such qualification
is required.

                  SECTION 6.02. Corporate Power and Authority. The execution,
delivery, and performance by the Borrower and each Guarantor of the Loan
Documents to which each is a party have been duly authorized by all necessary
corporate action, and does not and will not: (1) require any consent or approval
of the stockholders of the Borrower or any Guarantor; (2) contravene the
Borrower's or any Guarantor's charter or bylaws; (3) violate any provision of
any Law, rule, regulation (including, without limitation, Regulation U of the
Board of Governors), order, writ, judgment, injunction, decree, award or
Governmental Approval presently in effect having applicability to the Borrower
or any Guarantor; (4) result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other agreement, lease, or
instrument to which the Borrower or any Guarantor is a party or by which it or
its properties may be bound or affected; (5) result in, or require, the creation
or imposition of, any Lien, upon or with respect to any of the properties now
owned or hereafter acquired by the Borrower or any Guarantor other than Liens in
favor of the Bank; or (6) cause the Borrower or any Guarantor to be in default
under any such Law, rule, regulation, order, writ, judgment, injunction, decree,
award or Governmental Approval or any such indenture or loan or credit agreement
or other agreement, lease or instrument. Except as required pursuant to the Loan
Documents no authorization, approval or other action by, and no notice to or
filing with, any Governmental Authority or regulatory body is required for the
due execution, delivery and performance by the Borrower or any Guarantor of the
Loan Documents to which it is a party. None of the Borrower, any Guarantor or
any of their respective Subsidiaries is an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.


                                       24
<PAGE>   30


                  SECTION 6.03. Legally Enforceable Agreement. This Agreement
is, and each of the other Loan Documents when executed and delivered under this
Agreement will be, the legal, valid, and binding obligation of the Borrower and
each Guarantor a party thereto, enforceable against the Borrower and such
Guarantor in accordance with their respective terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, and other similar laws
affecting creditors' rights generally on the exercise of judicial discretion
with respect to the availability of equitable remedies.

                  SECTION 6.04. Financial Statements. The consolidated balance
sheet of the Borrower and its Consolidated Subsidiaries as at October 31, 1999,
and the related consolidated statement of operations, consolidated statements of
shareholder's equity and consolidated statement of cash flow, of the Borrower
and its Consolidated Subsidiaries for the fiscal year then ended, and the
accompanying footnotes, together with the report thereon, dated December 1,
1999, except as to note 17, which is as of December 20, 1999, of KPMG LLP,
independent certified public accountants, copies of which have been furnished to
the Bank, are complete and correct and fairly present the financial condition of
the Borrower and its Consolidated Subsidiaries as at such dates and the results
of the operations of the Borrower and its Consolidated Subsidiaries for the
periods covered by such statements, all in accordance with GAAP consistently
applied, and since October 31, 1999, there has been no material adverse change
in the condition (financial or otherwise), business, or operations of the
Borrower or any Consolidated Subsidiary. The consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of January 31, 2000, and the
related consolidated statement of operations, consolidated statement of
shareholder's equity and consolidated statement of cash flow, of the Borrower
and its Consolidated Subsidiaries for the three (3) month period then ended,
copies of which have been furnished to the Bank, are complete and correct and
fairly present the financial condition of the Borrower and the Consolidated
Subsidiaries as at such dates and the results of operations of the Borrower and
its Consolidated Subsidiary for the period covered by such statements, all in
accordance with GAAP consistently applied. There are no liabilities of the
Borrower or any Consolidated Subsidiary, fixed or contingent, which are material
but are not reflected in the financial statements or in the notes thereto, other
than liabilities arising in the ordinary course of business since October 31,
1999 and/or liabilities reflected in the interim balance sheet of the Borrower
and the Consolidated Subsidiaries, dated January 31, 2000. No information,
exhibit, or report furnished by the Borrower to the Bank in connection with the
negotiation of this Agreement contained any material misstatement of fact or
omitted to state a material fact or any fact necessary to make the statements
contained therein not materially misleading, and no information, exhibit, or
report hereafter furnished by the Borrower to the Bank in connection with this
Agreement will contain any material misstatement of fact or omit to state a
material fact or any fact necessary to make the statements contained therein not
materially misleading.

                  SECTION 6.05. Labor Disputes and Acts of God. Neither the
business nor the properties of the Borrower or any of its Subsidiary or any
Guarantor are affected by any fire, explosion, accident, strike, lockout, or
other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of
the public enemy, or other casualty (whether or not covered by




                                       25

<PAGE>   31

insurance), materially and adversely affecting such Business or properties on
the operation of the Borrower or any Subsidiary or any Guarantor.

                  SECTION 6.06. Other Agreements. Neither the Borrower nor any
of its Subsidiaries nor any Guarantor is a party to any indenture, loan, or
credit agreement, or to any lease or other agreement or instrument or subject to
any charter or corporate restriction which could result in a Material Adverse
Change. Neither the Borrower nor any of its Subsidiaries nor any Guarantor is in
default in any material respect in the performance, observance, or fulfillment
of any of the obligations, covenants, or conditions contained in any agreement
or instrument which could result in a Material Adverse Change.

                  SECTION 6.07. Litigation. Except as disclosed in the
Borrower's Form 10-K filed on January 27, 2000, there is no pending or
threatened action or proceeding against or affecting the Borrower or any of its
Subsidiaries or any Guarantor before any court, governmental agency, or
arbitrator, which could be adversely determined and if so determined could, in
any one case or in the aggregate, result in a Material Adverse Change.

                  SECTION 6.08. No Defaults on Outstanding Judgments or Orders.
The Borrower and each Guarantor (1) have satisfied all judgments, and (2) are
not in default with respect to any judgment, writ, injunction, decree, rule, or
regulation of any court, arbitrator, or federal, state, municipal, or other
Governmental Authority, commission, board, bureau, agency, or instrumentality,
domestic or foreign.

                  SECTION 6.09. Ownership and Liens. The Borrower, each of its
Subsidiaries and each Guarantor, each has title to, or valid leasehold interests
in, all of its properties and assets, real and personal, and none of the
properties and assets owned by the Borrower or any of its Subsidiary or any
Guarantor and none of their leasehold interests are subject to any Lien, except
such as may be permitted pursuant to Section 8.01 of this Agreement.

                  SECTION 6.10. Subsidiaries and Ownership of Stock. The
Guarantors are the only Subsidiaries of the Borrower. All of the outstanding
capital stock of each Guarantor has been validly issued, is entirely owned by
the Borrower, fully paid and non-assessable, and is owned by the Borrower free
and clear of all Liens.

                  SECTION 6.11. ERISA. The Borrower and each of its Subsidiaries
and each Guarantor is in compliance in all respects with all applicable
provisions of ERISA; neither a Reportable Event nor a Prohibited Transaction has
occurred and is continuing with respect to any Plan; no notice of intent to
terminate a Plan has been filed nor has any Plan been terminated; no
circumstances exist which constitute grounds under Section 4042 of ERISA on
which the PBGC could institute proceedings to terminate, or appoint a trustee to
administrate, a Plan, nor has the PBGC instituted any such proceedings; neither
the Borrower nor any Guarantor nor any ERISA Affiliate has completely or
partially withdrawn under Section 4201 or 4204 of ERISA from a Multiemployer
Plan; the Borrower, each Guarantor and each ERISA Affiliate has met its minimum
funding requirements under ERISA with respect to all of their Plans and the
present
                                       26
<PAGE>   32

fair market value of all Plan assets exceeds the present value of all
vested benefits under each Plan, as determined on the most recent valuation date
of the Plan and in accordance with the provisions of ERISA and the regulations
thereunder for calculating the potential liability of the Borrower or any
Guarantor or any ERISA Affiliate to the PBGC or the Plan under Title IV of
ERISA; and neither the Borrower nor any Guarantor nor any ERISA Affiliate has
incurred any liability to the PBGC under ERISA.

                  SECTION 6.12. Operation of Business. The Borrower and its
Subsidiaries and each Guarantor possess all licenses, permits, franchises,
patents, copyrights, trademarks, and trade names, or rights thereto, to conduct
their respective businesses substantially as now conducted and as presently
proposed to be conducted, and neither the Borrower nor its Subsidiaries nor any
Guarantor is in violation of any valid rights of others with respect to any of
the foregoing.

                  SECTION 6.13. Taxes. The Borrower and each of its Subsidiaries
and each Guarantor have filed all tax returns (federal, state and local)
required to be filed and have paid all federal, state, local and foreign taxes,
assessments and governmental charges and levies thereon required to be paid
through the date hereof, including interest and penalties.


                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

                  So long as the Note remains unpaid or any Standby Letter of
Credit Obligation shall remain outstanding or the Bank shall have any Commitment
under this Agreement, or any other amount is owing by Borrower to Bank under any
Loan Document, the Borrower will:

                  SECTION 7.01. Maintenance of Existence. Preserve and maintain,
and cause each of its Subsidiaries to preserve and maintain, its corporate
existence, and, good standing in the jurisdiction of its incorporation, and
qualify and remain qualified, and cause each of its Subsidiaries to qualify and
remain qualified, as a foreign corporation, as the case may be, in each
jurisdiction in which the failure to so qualify could result in a Material
Adverse Change.

                  SECTION 7.02. Maintenance of Records. Keep, and cause each of
its Subsidiaries to keep, adequate records and books of account, in which
complete entries will be made in accordance with GAAP consistently applied for
all reporting periods, reflecting all financial transactions of the Borrower and
its Subsidiaries.

                  SECTION 7.03. Maintenance of Properties. Maintain, keep, and
preserve and cause each of its Subsidiaries to maintain, keep and preserve, all
of its properties (tangible and intangible) necessary or useful in the proper
conduct of its business in good working order and condition, ordinary wear and
tear excepted.

                                       27
<PAGE>   33

                  SECTION 7.04. Conduct of Business. Continue, and cause each of
its Subsidiaries to continue, to engage in Existing Lines of Business.

                  SECTION 7.05. Maintenance of Insurance. Maintain, and cause
each of its Subsidiaries to maintain, insurance policies with financially sound
and reputable insurance companies or associations in such amounts and covering
such risks as are usually carried by companies engaged in the same or a similar
business and similarly situated and such other insurance as reasonably required
by the Bank, which insurance may provide for reasonable deductibility from
coverage thereof.

                  SECTION 7.06. Compliance With Laws. Comply, and cause each of
its Subsidiaries to comply, in all respects with all applicable Laws, rules,
regulations, orders and Governmental Approvals, such compliance to include,
without limitation, paying before the same become delinquent all taxes,
assessments, and governmental charges imposed upon it or upon its property,
except to the extent such taxes, assessments and governmental charges are the
subject of a Good Faith Contest.

                  Without limiting the generality of the foregoing paragraph,
comply, and cause each of its Subsidiaries to comply, in all respects with all
applicable Environmental Laws and immediately pay or cause to be paid all costs
and expenses incurred in connection with such compliance.

                  SECTION 7.07. Right of Inspection. At any reasonable time and
from time to time upon reasonable notice, permit the Bank or any agent or
representative thereof to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Borrower and
any Subsidiary of the Borrower to discuss the affairs, finances, and accounts of
the Borrower and any Subsidiary of the Borrower with any of their respective
officers and directors and independent accountants.

                  SECTION 7.08. Reporting Requirements. Furnish to the Bank:

         (1) Borrower's Quarterly Financial Statements. As soon as available and
in any event within sixty (60) days after the end of the first, second and third
quarterly accounting periods of each fiscal year of the Borrower (or, if the
Borrower is required to file a Form 10-Q with the Securities and Exchange
Commission, within two Business Days after the date that such filing is
originally due), the consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the last day of such quarterly period and the
related consolidated statements of operations, cash flows and changes in
shareholders' equity of the Borrower and its Consolidated Subsidiaries for each
quarterly period and (in the case of second and third quarterly periods) for the
portion of the fiscal year ending with the last day of each quarterly period, in
each case setting forth in comparative form corresponding unaudited consolidated
figures from the preceding fiscal year, all in reasonable detail and all
prepared in accordance with GAAP consistently

                                       28
<PAGE>   34
applied and certified by the chief financial officer of the Borrower
(subject to year-end adjustments);

         (2) Borrower's Annual Financial Statements. As soon as available and in
any event within ninety (90) days after the end of each fiscal year of the
Borrower (or, if the Borrower is required to file a Form 10-K with the
Securities and Exchange Commission, within two Business Days after the date that
such filing is originally due), the consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such fiscal year and the
related consolidated statements of operations, cash flows and changes in
shareholders' equity of the Borrower and its Consolidated Subsidiaries for such
fiscal year and stating in comparative form the consolidated figures for the
corresponding date and period in the previous fiscal year, all in reasonable
detail and all prepared in accordance with GAAP consistently applied,
accompanied by an opinion on such consolidated financial statements acceptable
to the Bank by an independent certified public accountants selected by the
Borrower and acceptable to the Bank;

         (3) Management Letters. Promptly upon receipt thereof, copies of any
reports submitted to the Borrower or any of its Consolidated Subsidiaries by
independent certified public accountants in connection with the examination of
the financial statements of the Borrower or any of its Consolidated Subsidiaries
made by such accountants;

         (4) Certificate of No Default. Within sixty (60) days after the end of
each of the first three quarters of each fiscal year and within ninety (90) days
of the end of each fiscal year of the Borrower, a certificate of the chief
financial officer of the Borrower (a) certifying that no Default or Event of
Default has occurred and is continuing, or if a Default or Event of Default has
occurred and is continuing a statement as to the nature thereof and the action
which is proposed to be taken with respect thereto; and (b) with computations
demonstrating compliance with the covenants contained in Article IX;

         (5) SEC and Other Reports. Promptly upon their becoming publicly
available, a copy of each report (including Form 8-K, 10-K, and 10-Q), proxy
statement and registration statement or prospectus relating to securities of the
Borrower filed by Borrower with or delivered to any securities exchange, the
Securities and Exchange Commission or any successor agency;

         (6) Notice of Litigation. Promptly after the commencement thereof,
notice of all actions, suits, and proceedings before any court or governmental
department, commission, board, bureau, agency, or instrumentality, domestic or
foreign, affecting the Borrower or any of its Subsidiaries which, if determined
adversely to the Borrower or any of its Subsidiaries, could result in a Material
Adverse Change;

         (7) Notice of Defaults and Events of Default. As soon as possible and
in any event within seven (7) days after any officer of the Borrower or any of
its Subsidiaries

                                       29
<PAGE>   35
has knowledge of the occurrence of each Default or Event of Default, a
written notice setting forth the details of such Default or Event of Default and
the action which is proposed to be taken by the Borrower and its Subsidiaries
with respect thereto;

         (8) ERISA Reports. As soon as possible and in any event within seven
(7) days after the Borrower or any of its Subsidiaries knows or has reason to
know that any Reportable Event or Prohibited Transaction has occurred with
respect to any Plan or that the Borrower or any of its Subsidiaries has
instituted or will institute proceedings under Title IV of ERISA to terminate
any Plan, the Borrower, will deliver to each Bank a certificate of the chief
financial officer of the Borrower, setting forth details as to such Reportable
Event or Prohibited Transaction or Plan termination and the action the Borrower
and its Subsidiaries proposes to take with respect thereto;

         (9) Reports to Other Creditors. Promptly after the furnishing thereof,
copies of any statement or report furnished by the Borrower or any of its
Subsidiaries to any other party pursuant to the terms of any indenture, loan, or
credit or similar agreement and not otherwise required to be furnished to the
Bank pursuant to any other clause of this Section 7.08;

         (10) Environmental. Promptly upon receipt thereof, copies of all
Environmental Notices received by the Borrower or any of its Subsidiaries;

         (11) Material Adverse Change. As soon as possible and in any event
within seven (7) days after the occurrence of any event or circumstance which
could result in or has resulted in a Material Adverse Change, written notice
thereof;

         (12) Acquisitions. As soon as possible (a) notice of each proposed
Acquisition, and (b) information verifying that such Acquisition is a Permitted
Acquisition; and

         (13) General Information. Such other information respecting the
condition or operations, financial or otherwise, of the Borrower or any of its
Subsidiaries as the Bank may from time to time reasonably request.

                  SECTION 7.09. New Subsidiaries. Each of the following
conditions shall be satisfied by the Borrower with respect to each Subsidiary
formed or acquired on or after the Effective Date, except for a Subsidiary
formed for the purpose of making an Acquisition but such exception shall only
apply to such Subsidiary as long as such Subsidiary does not own any assets used
in connection with the operation of a business:

                  (a) the Bank shall have received a supplemental guaranty
         agreement in a form acceptable to the Bank in its sole discretion duly
         executed by such Subsidiary pursuant to which such Subsidiary shall
         agree to be bound by the terms of this Agreement applicable to a
         Subsidiary and a Guarantor;



                                       30
<PAGE>   36
                  (b) the Bank shall have received a certificate of the
         Secretary or Assistant Secretary of such Subsidiary attesting to the
         certificate of incorporation and bylaws of such Subsidiary and all
         amendments thereto and to all corporate action taken by such
         Subsidiary, including resolutions of its Board of Directors authorizing
         the execution, delivery and performance of its Guaranty Agreement and
         any other documents executed in connection therewith; and

                  (c) the Bank shall have received a favorable opinion of
         counsel to such Subsidiary covering all of the matters covered by (a)
         and (b) above, and as to such other matters as the Bank may reasonably
         request.


                                  ARTICLE VIII

                               NEGATIVE COVENANTS

                  So long as the Note remains unpaid or any Standby Letter of
Credit Obligation shall remain outstanding or the Bank shall have any Commitment
under this Agreement or any other amount is owing by Borrower to Bank under any
Loan Document the Borrower will not:

                  SECTION 8.01. Liens. Create, incur, assume, or suffer to
exist, or permit any Subsidiary to create, incur, assume, or suffer to exist,
any Lien upon or with respect to any of its properties now owned or hereafter
acquired, except:

                  (1) Liens for taxes or assessments or other government charges
         or levies if not yet due and payable or, if due and payable, if they
         are the subject of a Good Faith Contest;

                  (2) Liens imposed by Law, such as mechanics', materialmen's,
         landlords', warehousemen's and carriers' Liens, and other similar
         Liens, securing obligations incurred in the ordinary course of business
         which are not past due for more than ninety (90) days;

                  (3) Liens under workers, compensation, unemployment insurance,
         Social Security, or similar legislation;

                  (4) Liens, deposits, or pledges to secure the performance of
         bids, tenders, contracts (other than contracts for the payment of
         money), leases (permitted under the terms of this Agreement), public or
         statutory obligations, surety, stay, appeal, indemnity, performance or
         other similar bonds, or other similar obligations arising in the
         ordinary course of business;

                  (5) Easements, rights-of-way, restrictions, and other similar
         encumbrances which, in the aggregate, do not materially interfere with
         the occupation, use, and


                                       31
<PAGE>   37

         enjoyment by the Borrower or any Subsidiary of the Borrower of the
         property or assets encumbered thereby in the normal course of its
         business or materially impair the value of the property subject
         thereto;

                  (6) Purchase-money Liens on equipment hereafter acquired or
         the assumption of any Lien on equipment existing at the time of such
         acquisition, or a Lien incurred in connection with any conditional sale
         or other title retention agreement relating to equipment or a Capital
         Lease of equipment, provided that:

                           (a)      Any equipment subject to any of the
                                    foregoing is acquired by the Borrower or its
                                    Subsidiary in the ordinary course of its
                                    business and the Lien or assumption of such
                                    Lien on any such property is created
                                    contemporaneously with such acquisition;

                           (b)      The obligation secured by any Lien so
                                    created, assumed, or existing shall not
                                    exceed one hundred percent (100%) of the
                                    lesser of cost or fair market value as of
                                    the time of acquisition of the property
                                    covered thereby; and

                           (c)      Each such Lien shall attach only to the
                                    equipment so acquired and fixed improvements
                                    thereon.

                  SECTION 8.02. Debt. Create, incur, assume, or suffer to exist,
or permit any Subsidiary to create, incur, assume, or suffer to exist, any Debt,
except:

                  (1)      Debt of the Borrower under this Agreement or the Note
                           or in respect of any Standby Letter of Credit
                           Obligation;

                  (2)      Any other Debt provided by the Bank to the Borrower
                           or any of its Subsidiaries;

                  (3)      Accounts payable to trade creditors for goods or
                           services which are not aged more than one hundred
                           twenty (120) days from billing date and current
                           operating liabilities (other than for borrowed money)
                           which are not more than ninety (90) days past due, in
                           each case incurred in the ordinary course of business
                           and paid within the specified time, unless the
                           subject of a Good Faith Contest; and

                  (4)      Debt of the Borrower secured by purchase money Liens
                           permitted by Section 8.01(6).

                  SECTION 8.03. Mergers, Etc. Merge or consolidate with, or
sell, assign, lease, or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired), to any Person, or

                                       32
<PAGE>   38
acquire any assets of or the business of any Person or permit any
Subsidiary to do so; except (1) that any Subsidiary may merge into and transfer
assets to the Borrower, (2) in connection with Permitted Acquisitions and (3)
the acquisition from any Person of any assets required for the ongoing operation
of the business of the Borrower or any Subsidiary, as the case may be.

                  SECTION 8.04. Dividends. In the case of the Borrower, declare
or pay any dividends; or purchase, redeem, retire, or otherwise acquire for
value any of its capital stock or securities convertible into capital stock now
or hereafter outstanding; or make any distribution of assets to its stockholders
as such whether in cash, assets, or in obligations; or allocate or otherwise set
apart any sum for the payment of any dividend or distribution on, or for the
purchase, redemption, or retirement of any shares of its capital stock; or make
any other distribution by reduction of capital or otherwise in respect of any
shares of its capital stock; or permit any of its Subsidiaries to purchase or
otherwise acquire for value any stock of the Borrower or any Subsidiary of the
Borrower; except (1) the Borrower may declare and deliver dividends and make
distributions payable solely in common stock of the Borrower, and (2) that the
Borrower may purchase, redeem, retire or otherwise acquire for value any of its
capital stock or securities convertible into common stock provided that (a) the
total compensation paid and/or liabilities assumed in connection with all of the
foregoing actions does not exceed Two Million Five Hundred Thousand Dollars
($2,500,000) in the aggregate for all such actions, and (b) at the time of and
after giving effect to such actions there are and shall be no Defaults or Events
of Default.

                  SECTION 8.05. Sale of Assets. Sell, lease, assign, transfer,
pledge, or otherwise dispose of, or permit any Subsidiary to sell, lease,
assign, transfer, pledge, or otherwise dispose of, any of its now owned or
hereafter acquired assets (including, without limitation, shares of stock and
Debt of their respective Subsidiaries, receivables and leasehold interests);
except: (1) for inventory disposed of in the ordinary course of business, (2)
for the sale or other disposition of assets no longer used or useful in the
conduct of its business, and (3) that any Subsidiary may sell, lease, assign, or
otherwise transfer its assets to the Borrower.

                  SECTION 8.06. Investments. Make any loan or advance to any
Person (including but not limited to any loan to any officer, director,
employee, or Affiliate of the Borrower), or purchase or otherwise acquire any
capital stock, assets, obligations, or other securities of, make any capital
contribution to, or otherwise invest in or acquire any interest in any Person,
or permit any Subsidiary to do so except: (1) provided that the weighted average
life of all of the following is three (3) years or less at all times: (a) direct
obligations of the United States or any agency thereof; (b) commercial paper of
a domestic issuer rated at least "A-2" by Standard & Poor's Corporation or "P-2"
by Moody's Investors Service, Inc.; (c) certificates of deposit issued by either
(i) the Bank, or (ii) any other commercial bank rated at least "BBB" by Standard
& Poor's Corporation or "Baa" by Moody's Investors Service, Inc.; (d) Debt of a
corporate domestic issuer (other than an Affiliate of the Borrower or any
Guarantor) with a long term debt rating of "BBB" or better by Standard & Poor's
Corporation or "Baa" by Moody's Investors Service, Inc., (e) Debt of a domestic
Governmental Authority with a long term debt rating of "BBB" or better by
Standard & Poor's Corporation or "Baa" or better by Moody's

                                       33
<PAGE>   39
Investors Service Inc., and (f) preferred stock of a domestic corporation
with a long term debt rating "BBB" or better by Standard & Poor's Corporation or
"Baa" or better by Moody's Investors Service, Inc.; (2) for stock, obligations,
or securities received in settlement of debts (created in the ordinary course of
business); (3) any of the foregoing incurred in connection with a Permitted
Acquisition; (4) loans by the Borrower to the Guarantors; (5) loans by the
Borrower to employees of the Borrower or its Subsidiaries provided that (a) the
aggregate amount of all such loans outstanding to a particular employee at any
time does not exceed One Million Seven Hundred and Fifty Thousand Dollars
($1,750,000) and (b) the aggregate amount of all such loans to all employees
outstanding at any time does not exceed One Million Seven Hundred and Fifty
Thousand Dollars ($1,750,000); and (6) Investments permitted as Indebtedness
pursuant to Section 8.02.

                  SECTION 8.07. Guaranties, Etc. Assume, guaranty, endorse, or
otherwise be or become directly or contingently responsible or liable
(including, but not limited to, an agreement to purchase any obligation, stock,
assets, goods or services, or to supply or advance any funds, assets, goods, or
services, or to maintain or cause such Person to maintain a minimum working
capital or net worth, or otherwise to assure the creditors of any Person against
loss) for obligations of any Person, or permit any Subsidiary to do so except
(1) guaranties by endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business; (2) the
Guaranty; and (3) guaranties by the Borrower or any of its Subsidiaries of any
obligation of the Borrower or any of its Subsidiaries arising under any contract
that (a) is entered into by the Borrower or such Subsidiary in the ordinary
course of business and (b) the Borrower or such Subsidiary is not otherwise
prohibited from entering under the terms of this Agreement.

                  SECTION 8.08. Transactions With Affiliate. Enter into any
transaction, or permit any subsidiary to enter into any transaction, including,
without limitation, the purchase, sale, or exchange of property or the rendering
of any service, with any Affiliate, including, without limitation, the purchase,
sale or exchange of property or the rendering of any service, except in the
ordinary course of and pursuant to the reasonable requirements of its business
and upon fair and reasonable terms no less favorable to it than it could obtain
in a comparable arm's-length transaction with a Person not an Affiliate.

                  SECTION 8.09. Restrictions on Dividends. The Borrower shall
not permit any of its Subsidiaries to enter into any agreement, other than this
Agreement, prohibiting or restricting the declaration or payment of cash
dividends or other payments by such Subsidiary in respect of securities of such
Subsidiary or loans, advances to, or other investments by such Subsidiary in,
the Borrower or any Guarantor.

                  SECTION 8.10. Stock of Subsidiary, Etc. Sell or otherwise
dispose of any shares of capital stock of any Subsidiary, except in connection
with a transaction permitted under Section 8.03, or permit any Subsidiary to
issue any additional shares of its capital stock when after giving effect to
such issuance the Person owning all of the stock of such Subsidiary on the date
of this Agreement would own eighty percent (80%) or less of the stock of such
Subsidiary.


                                       34
<PAGE>   40

                                   ARTICLE IX

                               FINANCIAL COVENANTS

                  So long as the Note remains unpaid or any Standby Letters of
Credit Obligation shall remain outstanding or the Bank shall have any Commitment
under this Agreement or any other amount is owing by Borrower to Bank under any
Loan Document:

                  SECTION 9.01. Minimum Consolidated Current Ratio. The Borrower
and its Consolidated Subsidiaries will have as of the last day of each fiscal
quarter of each fiscal year of the Borrower a ratio of (1) Consolidated Current
Assets less Consolidated Deferred Assets to (2) Consolidated Current Liabilities
less Consolidated Deferred Liabilities of not less 2.0 to 1.

                  SECTION 9.02. Minimum Consolidated Tangible Net Worth. The
Borrower and its Consolidated Subsidiaries will, as of the last day of each
fiscal quarter of each fiscal year of the Borrower, commencing with the fiscal
quarter ended April 30, 2000, have a Consolidated Tangible Net Worth of not less
than $65,000,000.

                  SECTION 9.03. Consolidated Leverage Ratio. The Borrower and
its Consolidated Subsidiaries will have as of the last day of each fiscal
quarter of each fiscal year of the Borrower, commencing with the fiscal quarter
ended April 30, 2000, a ratio of (1) Consolidated Total Liabilities less
Consolidated Deferred Liabilities to (2) Consolidated Tangible Net Worth of not
more than 1.00 to 1.

                  SECTION 9.04. Minimum Consolidated Cash Flow Ratio. The
Borrower and its Consolidated Subsidiaries will, as of the last day of each
fiscal year, commencing with fiscal year ended October 31, 2000, have a ratio of
the following for the prior twelve month period (1) Consolidated Earnings Before
Interest, Taxes and Depreciation, minus Consolidated Capital Expenditures to (2)
Consolidated Debt Service plus Dividends of not less than 3.0 to 1.

                  SECTION 9.05. Consolidated Interest Coverage. The Borrower and
its Consolidated Subsidiaries will, as of the last day of each fiscal quarter in
each fiscal year, commencing with the fiscal quarter ended April 30, 2000, have
a ratio of the following for each twelve (12) month period (taken together as a
whole) ending on the end of each such fiscal quarter (1) Consolidated Earnings
Before Interest, Taxes and Depreciation, to (2) Consolidated Interest Expense of
not less than 4.0 to 1.


                                       35
<PAGE>   41

                                    ARTICLE X

                                EVENTS OF DEFAULT

                  SECTION 10.01. Events of Default. If any of the following
events ("Events of Default") shall occur:

                  (1) The Borrower shall fail to pay the principal of the Note
         when due and payable, or shall fail to pay interest on the Note when
         due and payable, or shall fail to reimburse the Bank on a Standby
         Letter of Credit when due and payable or shall fail to pay any other
         obligations owing to the Bank under this Agreement or any other Loan
         Document when due and payable;

                  (2) Any representation or warranty made or deemed made by the
         Borrower or any Guarantor in any Loan Document to which it is a party
         or which is contained in any certificate, document, opinion, or
         financial or other statement furnished at any time under or in
         connection with any Loan Document shall prove to have been incorrect in
         any material respect on or as of the date made or deemed made;

                  (3) The Borrower or any Guarantor shall fail to perform or
         observe any term, covenant, or agreement contained in Section 7.05 or
         Section 7.08 or Article VIII or Article IX on its part to be performed
         or observed; or Borrower or any Guarantor shall fail to perform or
         observe any term, covenant or agreement contained in Article VII (other
         than Sections 7.05 and 7.08) or otherwise contained in this Agreement
         or any Loan Document (other than the Note) to which it is a party on
         its part to be performed or observed and such failure shall remain
         unremedied for thirty (30) consecutive calendar days after such
         occurrence;

                  (4) The Borrower or any of its Subsidiaries or any Guarantor
         shall: (a) fail to pay any Debt (other than any Debt described in
         Section 10.01(1)) of the Borrower or such Subsidiary or the Guarantor,
         as the case may be, or any interest or premium thereon, when due
         (whether by scheduled maturity, required prepayment, acceleration,
         demand, or otherwise); or (b) any such Debt shall be declared to be due
         and payable, or required to be prepaid (other than by a regularly
         scheduled required prepayment), prior to the stated maturity thereof;

                  (5) The Borrower or any of its Subsidiaries or the Guarantor:
         (a) shall generally not, or shall be unable to, or shall admit in
         writing its inability to pay its debts as such debts become due; or (b)
         shall make an assignment for the benefit of creditors, petition or
         apply to any tribunal for the appointment of a custodian, receiver, or
         trustee for its or a substantial part of its assets; or (c) shall
         commence any proceeding under any bankruptcy, reorganization,
         arrangements, readjustment of debt, dissolution or liquidation Law or
         statute of any jurisdiction, whether now or hereafter in effect; or (d)
         shall have any such petition or application filed or any such
         proceeding commenced against it, in


                                       36
<PAGE>   42
         which an order for relief is entered or adjudication or appointment is
         made and which remains undismissed for a period of sixty (60) days or
         more; or (e) by any act or omission shall indicate its consent to,
         approval of, or acquiescence in any such petition, application, or
         proceeding, or order for relief, or the appointment of a custodian,
         receiver, or trustee for all or any substantial part of its properties;
         or (f) shall suffer any such custodianship, receivership, or
         trusteeship to continue undischarged for a period of sixty (60) days or
         more;

                  (6) One or more judgments, decrees, or orders for the payment
         of money in excess of One Hundred Thousand Dollars ($100,000) in the
         aggregate shall be rendered against any Borrower or any of its
         Subsidiaries or the Guarantor and such judgments, decrees, or orders
         shall continue unsatisfied and in effect for a period of thirty (30)
         consecutive days without being vacated, discharged, satisfied, or
         stayed or bonded pending appeal;

                  (7) The Guaranty shall at any time after its execution and
         delivery cease for any reason to be in full force and effect or shall
         be declared null and void, or the validity or enforceability thereof
         shall be contested by any Guarantor, or any Guarantor shall deny it has
         any further liability or obligation under the Guaranty, or any
         Guarantor shall fail to perform any of its obligations under the
         Guaranty; or

                  (8) Any of the following events occur or exist with respect to
         the Borrower or any ERISA Affiliate: (a) any Prohibited Transaction
         involving any Plan; (b) any Reportable Event with Respect to any Plan;
         (c) the filing under Section 4041 of ERISA of a notice of intent to
         terminate any Plan or the termination of any Plan; (d) any event or
         circumstance that might constitute grounds entitling the PBGC to
         institute proceedings under Section 4042 of ERISA for the termination
         of, or for the appointment of a trustee to administer, any Plan, or the
         institution by the PBGC of any such proceedings; (e) complete or
         partial withdrawal under Section 4201 or 4202 of ERISA from a
         Multiemployer Plan or the reorganization, insolvency, or termination of
         any Multiemployer Plan; and in each case above, such event or
         condition, together with all other events or conditions, if any, could
         in the opinion of the Bank subject the Borrower to any tax, penalty, or
         other liability to a Plan, a Multiemployer Plan, the PBGC, or otherwise
         (or any combination thereof) which in the aggregate exceed or may
         exceed One Hundred Thousand Dollars ($100,000),

then, and in any such event (other than Section 10.01(5)), the Bank may, by
notice to the Borrower, (1) declare the Commitment to be terminated, whereupon
the same shall forthwith terminate, (2) declare the outstanding Note, all
interest thereon, and all other amounts payable under this Agreement to be
forthwith due and payable, whereupon the Note, all such interest, and all such
amounts shall become and be forthwith due and payable, without presentment,
demand, protest, or further notice of any kind, all of which are hereby
expressly waived by the Borrower; (3) require Borrower to provide Cash
Collateral in the aggregate amount of all outstanding Standby Letters of Credit;
and (4) exercise any of the remedies provided in this Agreement and

                                       37
<PAGE>   43
any of the other Loan Documents; provided, however, that upon the
occurrence of an Event of Default referred to in Section 10.01(5), the
Commitment shall automatically terminate and the outstanding Note, all interest
thereon, and all Standby Letter of Credit Obligations and any other amounts
payable under this Agreement or any of the other Loan Documents, shall be
forthwith due and payable without presentment, demand, protest or further notice
of any kind, all of which are hereby expressly waived by the Borrower.


                                   ARTICLE XI

                                  MISCELLANEOUS

                  SECTION 11.01. Amendments, Etc. No amendment, modification,
termination, or waiver of any provision of any Loan Document to which the
Borrower or a Guarantor is a party, nor consent to any departure by the Borrower
or a Guarantor from any Loan Document shall in any event be effective unless the
same shall be in writing and signed by the Borrower and the Bank, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

                  SECTION 11.02. Notices, Etc. All notices and other
communications provided for under this Agreement and under the other Loan
Documents to which the Borrower is a party shall be in writing (including
telegraphic communication) and mailed or delivered by messenger or sent by
facsimile, if to the Borrower or the Guarantors, at the Borrower's address at
401 Park Avenue South, New York, New York 10016, Attention: Alan L. Bendes, with
a copy to Coleman Rhine & Goodwin LLP, 750 Lexington Avenue, New York, New York
10022, Attention: Kenneth S. Goodwin, if to the Bank, at its address at 1411
Broadway, Fifth Floor, New York, New York, 10018, Attention: Dele Akinla, II,
with a copy to Mayer, Brown & Platt, 1675 Broadway, New York, New York 10019,
Attention: David K. Duffee or, as to each party, at such other address as shall
be designated by such party in a written notice to the other party complying as
to delivery with the terms of this Section. All such notices and communications
shall, when mailed or telegraphed or sent by facsimile, be effective when
deposited in the mails, delivered by facsimile or sent to the telegraph company,
respectively addressed as aforesaid, except that notices to the Bank pursuant to
the provisions of Article II shall not be effective until received by the Bank.

                  SECTION 11.03. No Waiver; Remedies. No failure on the part of
the Bank to exercise and no delay in exercising, any right, power, or remedy
under any Loan Documents shall operate as a waiver thereof; nor shall any single
or partial exercise of any right under any Loan Documents preclude any other or
further exercise thereof or the exercise of any other right. The remedies
provided in the Loan Documents are cumulative and not exclusive of any remedies
provided by law.

                  SECTION 11.04. Assignment; Participation. This Agreement shall
be binding upon, and shall inure to the benefit of, the Borrower, each
Guarantor, the Bank and their

                                       38
<PAGE>   44
respective successors and assigns, except that neither the Borrower nor any
Guarantor may assign or transfer its rights or obligations hereunder. The Bank
may assign its rights and obligations hereunder, without the consent of the
Borrower or any Guarantor, and any assignee hereunder shall have, to the extent
of such assignment (unless otherwise provided therein), the same rights,
benefits and obligations as it would have if it were the Bank hereunder. The
Bank may sell participations in, all or any part of any Loan to another bank or
other Person and the participant shall have no rights under the Loan Documents
and all amounts payable by the Borrower under the Loan Documents shall be
determined as if the Bank had not sold such participation. The agreement
executed by the Bank in favor of the participant shall not give the participant
the right to require the Bank to take or omit to take any action hereunder
except action directly relating to (1) the increase in the Revolving Credit
Facility, (2) extension of the Revolving Credit Facility Termination Date, or
(3) the reduction of the Revolving Credit Facility Fee or the rate of interest
payable on the Loans or the Standby Letter of Credit Fee to a fee or rate, as
the case may be, below that which the participant is entitled to receive under
its agreement with the Bank. The Bank may furnish any information concerning the
Borrower and the Guarantors in the possession of the Bank from time to time to
assignees and participants (including prospective assignees and participants).

                  SECTION 11.05. Costs, Expenses and Taxes. The Borrower and
each Guarantor agree to pay on demand all costs and expenses in connection with
the preparation, execution, delivery, filing, recording, and administration of
any of the Loan Documents, including, without limitation, the fees and
out-of-pocket expenses of counsel for the Bank, and any local counsel
who may be retained by said counsel, with respect thereto and with respect to
advising the Bank as to its rights and responsibilities under any of the Loan
Documents, and all costs and expenses, if any, in connection with the
enforcement of any of the Loan Documents. In addition, the Borrower and each
Guarantor shall be obligated to pay any and all stamp and other taxes and fees
payable or determined to be payable in connection with the execution, delivery,
filing, and recording of any of the Loan Documents and the other documents to be
delivered under any such Loan Documents, and agrees to save the Bank harmless
from and against any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes and fees.

                  SECTION 11.06. Indemnification. The Borrower agrees to
indemnify the Bank and its respective directors, officers, employees, agents and
controlling persons (each on "Indemnified Party") from, and hold each of them
harmless against, any and all losses, liabilities, claims, damages or
liabilities incurred by any of them arising out of or by reason of any
investigation, litigation or other proceedings (including any threatened
investigation, litigation or other proceedings) relating to or arising in
connection with this Agreement, any other Loan Document or the transactions
contemplated hereby or thereby (but excluding any such losses, liabilities,
claims, damages or liabilities incurred by reason of the gross negligence or
willful misconduct of the Person to be indemnified). The Borrower also agrees to
reimburse any Indemnified Person for all expenses incurred in connection with
any such investigation, litigation or other proceedings (whether actual or
threatened), including, without limitation, the fees and disbursements of
counsel incurred in connection with any such investigation, litigation or other
proceedings.


                                       39
<PAGE>   45

                  The obligations of the Borrower under this Section shall
survive the repayment of the Loans and all amounts due under or in connection
with any of the Loan Documents and the termination of the Revolving Credit
Facility.

                  SECTION 11.07. Right of Setoff. Upon the occurrence and during
the continuance of any Event of Default, the Bank is hereby authorized at any
time and from time to time, without notice to the Borrower or any Guarantor (any
such notice being expressly waived by the Borrower and each Guarantor), to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by the Bank to or for the credit or the account of the Borrower or any Guarantor
against any and all of the obligations of the Borrower or any Guarantor now or
hereafter existing under this Agreement or the Note or any Standby Letter of
Credit or any other Loan Document, irrespective of whether or not the Bank shall
have made any demand under this Agreement or the Note or any Standby Letter of
Credit or such other Loan Document and although such obligations may be
unmatured. The Bank agrees promptly to notify the Borrower or the applicable
Guarantor, as the case may be, after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application. The rights of the Bank under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of setoff) which the Bank may have.

                  SECTION 11.08. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the Laws of the State of New York.

                  SECTION 11.09. Severability of Provisions. Any provision of
any Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

                  SECTION 11.10. Headings. Article and Section headings in the
Loan Documents are included in such Loan Documents for the convenience of
reference only and shall not constitute a part of the applicable Loan Documents
for any other purpose.

                  SECTION 11.11. Jurisdiction; Immunities; Waiver of Jury Trial.
THE BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF
ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OF
THE STATE OF NEW YORK OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO ANY OF THE LOAN DOCUMENTS, AND THE BORROWER AND EACH GUARANTOR HEREBY
IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. THE BORROWER AND
EACH GUARANTOR IRREVOCABLY CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY
SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE
BORROWER OR THE APPLICABLE GUARANTOR, AS THE CASE MAY BE, AT ITS ADDRESS
SPECIFIED IN SECTION 11.02 BY REGISTERED MAIL, RETURN RECEIPT REQUESTED. THE
BORROWER AND EACH GUARANTOR AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND

                                       40
<PAGE>   46
MAY BE ENFORCED IN ANY JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. THE BORROWER AND EACH GUARANTOR FURTHER WAIVE ANY
OBJECTION TO VENUE IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. THE
BORROWER AND EACH GUARANTOR FURTHER AGREE THAT ANY ACTION OR PROCEEDING BROUGHT
AGAINST THE BANK SHALL BE BROUGHT ONLY IN NEW YORK STATE OR UNITED STATES
FEDERAL COURT SITTING IN THE SOUTHERN DISTRICT OF NEW YORK.

                  NOTHING IN THIS SECTION 11.11 SHALL AFFECT THE RIGHT OF THE
BANK TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE
RIGHT OF THE BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ANY
GUARANTOR OR THEIR RESPECTIVE PROPERTY IN THE COURTS OF ANY OTHER JURISDICTIONS.

                  TO THE EXTENT THAT THE BORROWER OR ANY GUARANTOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF
OR ITS PROPERTY, THE BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY WAIVE SUCH
IMMUNITY IN RESPECT OF THEIR RESPECTIVE OBLIGATIONS UNDER THE LOAN DOCUMENTS.

                  THE BORROWER AND EACH GUARANTOR HEREBY WAIVES ITS RESPECTIVE
RIGHT TO A JURY TRIAL.

                  SECTION 11.12. Effectiveness. The obligation of the Bank to
enter into this Agreement and the effectiveness hereof is subject to the
condition precedent that on the Effective Date, which shall be a Business Day,
(a) this Agreement shall have been duly executed and delivered by the Borrower
and each of the Guarantors, (b) the Borrower shall have paid to the Bank the
Revolving Credit Facility Fee for the period from the Effective Date to but not
including the first Business Day of the Quarterly Payment Date immediately
succeeding the Effective Date and (c) the Borrower shall have paid the fees and
out-of-pocket expenses of counsel for the Bank.


                          [INTENTIONALLY LEFT BLANK.]




                                       41
<PAGE>   47
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                     HEALTH MANAGEMENT SYSTEMS, INC.


                                     By_________________________________________
                                       Name:    Alan L. Bendes
                                       Title:   Senior Vice President &
                                                Chief Financial Officer


                                     ACCELERATED CLAIMS PROCESSING, INC.


                                     By_________________________________________
                                       Name:    Paul J. Kerz
                                       Title:   Secretary


                                     QUALITY MEDI-CAL ADJUDICATION
                                       INCORPORATED


                                     By_________________________________________
                                       Name:    Paul J. Kerz
                                       Title:   Secretary


                                     HEALTH CARE MICROSYSTEMS, INC.


                                     By_________________________________________
                                       Name:    Paul J. Kerz
                                       Title:   Secretary


                                     CDR ASSOCIATES, INC.


                                     By_________________________________________
                                       Name:    Paul J. Kerz
                                       Title:   Secretary

<PAGE>   48
                                     HSA MANAGED CARE SYSTEMS, INC.


                                     By_________________________________________
                                       Name:    Paul J. Kerz
                                       Title:   President


                                     HEALTH RECEIVABLES MANAGEMENT, INC.


                                     By_________________________________________
                                       Name:    Alan L. Bendes
                                       Title:   Vice President


                                     THE CHASE MANHATTAN BANK


                                     By_________________________________________
                                       Name:    Dele Akinla, II
                                       Title:   Vice President


                                     LENDING OFFICE FOR PRIME RATE
                                     LOANS AND LIBOR LOANS:
                                     THE CHASE MANHATTAN BANK
                                     1411 Broadway
                                     Fifth Floor
                                     New York, New York 10018
                                     Telephone:  (212) 391-7652
                                     Facsimile:  (212) 391-7117

                                     Attention:  _______________________