LOAN AND SECURITY AGREEMENT

                                  BY AND AMONG

                              THE GSI GROUP, INC.,

                                   AS BORROWER

                                       AND

                          DAVID MANUFACTURING CO., AND
                        ASSUMPTION LEASING COMPANY, INC.,

                                  AS GUARANTORS

                    CONGRESS FINANCIAL CORPORATION (CENTRAL),

                                    AS AGENT

                                       AND

                            THE LENDERS NAMED HEREIN,

                                   AS LENDERS


                             DATED: OCTOBER 31, 2003


                                        1
<PAGE>


                                TABLE OF CONTENTS
                                -----------------
                                                                            PAGE
                                                                            ----
SECTION  1.     DEFINITIONS                                                    1
-----------     -----------
SECTION  2.     CREDIT  FACILITIES                                            30
-----------     ------------------
2.1     Revolving  Loans.                                                     30
---     -----------------
2.2     Letter  of  Credit  Accommodations.                                   32
---     -----------------------------------
2.3     Term  Loan.                                                           36
---     -----------
2.4     Fixed  Asset  Amount                                                  36
---     --------------------
2.5     Commitments                                                           37
---     -----------
2.6     Maximum  Revolving  Credit  Increases                                 37
---     -------------------------------------
SECTION  3.     INTEREST  AND  FEES                                           38
-----------     -------------------
3.1     Interest.                                                             38
---     ---------
3.2     Fees.                                                                 39
---     -----
3.3     Changes  in  Laws  and  Increased  Costs  of  Loans.                  39
---     ----------------------------------------------------
SECTION  4.     CONDITIONS  PRECEDENT                                         41
-----------     ---------------------
4.1     Conditions  Precedent  to  Initial  Loans  and  Letter  of  Credit
---     ------------------------------------------------------------------
Accommodations                                                                41
---     ------
4.2     Conditions  Precedent  to All Loans and Letter of Credit Accommodations
---     -----------------------------------------------------------------------
                                                                              44
4.3     Additional  Conditions Precedent to Exim Revolving Loans and Exim Letter
---     ------------------------------------------------------------------------
of  Credit  Accommodations                                                    45
--------------------------
SECTION  5.     GRANT  AND  PERFECTION  OF  SECURITY  INTEREST                45
-----------     ----------------------------------------------
5.1     Grant  of  Security  Interest                                         45
---     -----------------------------
5.2     Perfection  of  Security  Interests.                                  47
---     ------------------------------------
SECTION  6.     COLLECTION  AND  ADMINISTRATION                               51
-----------     -------------------------------
6.1     Borrower's  Loan  Accounts                                            51
---     --------------------------
6.2     Statements                                                            51
---     ----------
6.3     Collection  of  Accounts.                                             51
---     -------------------------
6.4     Payments.                                                             53
---     ---------
6.5     Authorization  to  Make  Loans                                        56
---     ------------------------------
6.6     Use  of  Proceeds                                                     56
---     -----------------
6.7     [Intentionally  Omitted].                                             56
---     -------------------------
6.8     Pro  Rata  Treatment                                                  57
---     --------------------
6.9     Sharing  of  Payments,  Etc.                                          57
---     ----------------------------
6.10     Settlement  Procedures.                                              58
----     -----------------------
6.11     Obligations  Several;  Independent  Nature  of Lenders' Rights       60
----     --------------------------------------------------------------
SECTION  7.     COLLATERAL  REPORTING  AND  COVENANTS                         60
-----------     -------------------------------------
7.1     Collateral  Reporting.                                                60
---     ----------------------
7.2     Accounts  Covenants.                                                  61
---     --------------------
7.3     Inventory  Covenants                                                  62
---     --------------------
7.4     Equipment  and  Real  Property  Covenants                             63
---     -----------------------------------------
7.5     Power  of  Attorney                                                   64
---     -------------------
7.6     Right  to  Cure                                                       65
---     ---------------
7.7     Access  to  Premises                                                  65
---     --------------------
SECTION  8.     REPRESENTATIONS  AND  WARRANTIES                              65
-----------     --------------------------------
8.1     Corporate  Existence,  Power  and  Authority                          65
---     --------------------------------------------
8.2     Name;  State  of  Organization;  Chief  Executive  Office;  Collateral
---     ----------------------------------------------------------------------
Locations.                                                                    66
---     --
8.3     Financial  Statements;  No  Material  Adverse  Change                 66
---     -----------------------------------------------------
8.4     Priority  of  Liens;  Title  to  Properties                           67
---     -------------------------------------------
8.5     Tax  Returns                                                          67
---     ------------
8.6     Litigation                                                            67
---     ----------
8.7     Compliance  with  Other  Agreement  and  Applicable  Laws.            67
---     ----------------------------------------------------------
8.8     Environmental  Compliance.                                            68
---     --------------------------
8.9     Employee  Benefits.                                                   69
---     -------------------
8.10     Bank  Accounts                                                       69
----     --------------
8.11     Intellectual  Property                                               69
----     ----------------------
8.12     Subsidiaries;  Affiliates;  Capitalization;  Solvency.               70
----     ------------------------------------------------------
8.13     Labor  Disputes.                                                     71
----     ----------------
8.14     Restrictions  on  Subsidiaries                                       71
----     ------------------------------
8.15     Material  Contracts                                                  71
----     -------------------
8.16     Payable  Practices                                                   71
----     ------------------
8.17     Accuracy  and  Completeness  of  Information                         72
----     --------------------------------------------
8.18     Senior  Indebtedness                                                 72
----     --------------------
8.19     Single  Economic  Enterprise                                         72
----     ----------------------------
8.20     Survival  of  Warranties;  Cumulative                                72
----     -------------------------------------
SECTION  9.     AFFIRMATIVE  AND  NEGATIVE  COVENANTS                         72
-----------     -------------------------------------
9.1     Maintenance  of  Existence.                                           72
---     ---------------------------
9.2     New  Collateral  Locations                                            73
---     --------------------------
9.3     Compliance  with  Laws,  Regulations,  Etc.                           73
---     -------------------------------------------
9.4     Payment  of  Taxes  and  Claims                                       74
---     -------------------------------
9.5     Insurance                                                             74
---     ---------
9.6     Financial  Statements  and  Other  Information.                       75
---     -----------------------------------------------
9.7     Sale  of  Assets,  Consolidation,  Merger,  Dissolution,  Etc         77
---     -------------------------------------------------------------
9.8     Encumbrances                                                          79
---     ------------
9.9     Indebtedness                                                          80
---     ------------
9.10     Loans,  Investments,  Etc                                            83
----     -------------------------
9.11     Dividends  and  Redemptions                                          85
----     ---------------------------
9.12     Transactions  with  Affiliates                                       86
----     ------------------------------
9.13     Compliance  with  ERISA                                              86
----     -----------------------
9.14     End  of  Fiscal  Years;  Fiscal  Quarters                            87
----     -----------------------------------------
9.15     Change  in  Business                                                 87
----     --------------------
9.16     Limitation  of  Restrictions  Affecting  Subsidiaries                87
----     -----------------------------------------------------
9.17     Secured  Indebtedness  to  EBITDA  Ratio                             88
----     ----------------------------------------
9.18     License  Agreements.                                                 88
----     --------------------
9.19     After  Acquired  Real  Property                                      89
----     -------------------------------
9.20     Costs  and  Expenses                                                 89
----     --------------------
9.21     Further  Assurances                                                  90
----     -------------------
9.22     Fixed  Charge  Coverage  Ratio                                       90
----     ------------------------------
9.23     Permitted  Bond  Repurchases                                         90
----     ----------------------------
9.24     Sale  Leasebacks                                                     91
----     ----------------
9.25     Excess  Availability                                                 91
----     --------------------
9.26     Exim  Covenants                                                      91
----     ---------------
9.27     Bank  Accounts                                                       91
----     --------------
SECTION  10.     EVENTS  OF  DEFAULT  AND  REMEDIES                           92
------------     ----------------------------------
10.1     Events  of  Default                                                  92
----     -------------------
10.2     Remedies.                                                            94
----     ---------
SECTION  11.     JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW 98
------------     ------------------------------------------------------------
11.1     Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.
----     ----------------------------------------------------------------------
                                                                              98
11.2     Waiver  of  Notices                                                  99
----     -------------------
11.3     Amendments  and  Waivers.                                            99
----     -------------------------
11.4     Waiver  of  Counterclaims                                           102
----     -------------------------
11.5     Indemnification                                                     102
----     ---------------
SECTION  12.     THE  AGENT                                                  103
------------     ----------
12.1     Appointment,  Powers  and  Immunities                               103
----     -------------------------------------
12.2     Reliance  by  Agent                                                 103
----     -------------------
12.3     Events  of  Default.                                                104
----     --------------------
12.4     Congress  in  its  Individual  Capacity                             104
----     ---------------------------------------
12.5     Indemnification                                                     104
----     ---------------
12.6     Non-Reliance  on  Agent  and  Other  Lenders                        105
----     --------------------------------------------
12.7     Failure  to  Act                                                    105
----     ----------------
12.8     Additional  Loans                                                   105
----     -----------------
12.9     Concerning  the  Collateral  and  the  Related  Financing  Agreements
----     ---------------------------------------------------------------------
                                                                             106
12.10     Field  Audit, Examination Reports and Other Information; Disclaimer by
-----     ----------------------------------------------------------------------
Lenders                                                                      106
-------
12.11     Collateral  Matters.                                               107
-----     --------------------
12.12     Agency  for  Perfection                                            108
-----     -----------------------
12.13     Successor  Agent                                                   109
-----     ----------------
SECTION  13.     TERM  OF  AGREEMENT;  MISCELLANEOUS                         109
------------     -----------------------------------
13.1     Term.                                                               109
----     -----
13.2     Interpretative  Provisions.                                         111
----     ---------------------------
13.3     Notices                                                             112
----     -------
13.4     Partial  Invalidity                                                 113
----     -------------------
13.5     Successors                                                          113
----     ----------
13.6     Assignments;  Participations.                                       114
----     -----------------------------
13.7     Entire  Agreement                                                   117
----     -----------------
13.8     Counterparts,  Etc                                                  117
----     ------------------


                                        2
<PAGE>

<TABLE>
<CAPTION>


INDEX  TO
EXHIBITS  AND  SCHEDULES



<S>                                  <C>
Exhibit A
  Form of Assignment and Acceptance
Exhibit B
  Information Certificate
Exhibit C . . . . . . . . . . . . .  Form of Compliance Certificate
Exhibit D . . . . . . . . . . . . .  Form of Borrowing Base Certificate
Exhibit E . . . . . . . . . . . . .  Closing Checklist
Schedule 1
  Existing Lenders
Schedule 2
  Existing Letters of Credit
Schedule 3
  Permitted Holders
Schedule 4
  Commitments
Schedule 5
  Eligibility Matters
Schedule 6
  Fiscal Months
</TABLE>





                                        3
<PAGE>

                           LOAN AND SECURITY AGREEMENT
                           ---------------------------

     This  Loan and Security Agreement dated October 31, 2003 is entered into by
and  among  The  GSI  Group,  Inc.,  a  Delaware corporation ("Borrower"), David
Manufacturing  Co.,  an  Iowa  corporation  ("DMC"), Assumption Leasing Company,
Inc.,  an Illinois corporation ("ALC" and together with DMC, each individually a
"Guarantor"  and  collectively,  "Guarantors"),  the  lenders  from time to time
parties  hereto,  whether  by  execution  of this Agreement or an Assignment and
Acceptance  (each  individually,  a  "Lender"  and  collectively, "Lenders") and
Congress  Financial  Corporation  (Central)  ,  an  Illinois corporation, in its
capacity  as  agent  for  Lenders  (in  such  capacity,  "Agent").
                              W I T N E S S E T H:

     WHEREAS,  Borrower  and  Guarantors  have  requested that Agent and Lenders
enter  into  financing  arrangements with Borrower pursuant to which Lenders may
make  loans  and  provide  other  financial  accommodations  to  Borrower;  and
WHEREAS,  each  Lender  is  willing to agree (severally and not jointly) to make
such  loans  and provide such financial accommodations to Borrower on a pro rata
basis according to its Commitment (as defined below) on the terms and conditions
set  forth  herein and Agent is willing to act as agent for Lenders on the terms
and  conditions  set  forth  herein  and  the  other  Financing  Agreements;
NOW,  THEREFORE,  in  consideration  of the mutual conditions and agreements set
forth  herein,  and  for  other good and valuable consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereto agree as
follows:
SECTION  1.     DEFINITIONS
                -----------
     For  purposes  of  this  Agreement,  the  following  terms  shall  have the
respective  meanings  given  to  them  below:
"Ableco"  shall  mean  Ableco Finance LLC, a Delaware limited liability company.
"Accounts" shall mean, as to Borrower and each Guarantor, all present and future
rights  of  Borrower  and  such  Guarantor  to payment of a monetary obligation,
whether or not earned by performance, which is not evidenced by chattel paper or
an  instrument,  (a)  for  property  that  has  been  or  is to be sold, leased,
licensed, assigned, or otherwise disposed of, (b) for services rendered or to be
rendered,  (c)  for  a  secondary  obligation incurred or to be incurred, or (d)
arising out of the use of a credit or charge card or information contained on or
for  use  with  the  card.
"Adjusted  Eurodollar Rate" shall mean, with respect to each Interest Period for
any  Eurodollar Rate Loan, the rate per annum (rounded upwards, if necessary, to
the  next  one-sixteenth  (1/16) of one (1%) percent) determined by dividing (a)
the  Eurodollar  Rate for such Interest Period by (b) a percentage equal to: (i)
one  (1)  minus  (ii)  the  Reserve  Percentage.  For  purposes hereof, "Reserve
Percentage"  shall  mean  the  reserve  percentage,  expressed  as  a  decimal,
prescribed by any United States or foreign banking authority for determining the
reserve requirement which is or would be applicable to deposits of United States
dollars  in  a non-United States or an international banking office of Reference
Bank  used  to fund a Eurodollar Rate Loan or any Eurodollar Rate Loan made with
the  proceeds  of such deposit, whether or not the Reference Bank actually holds
or  has  made any such deposits or loans.  The Adjusted Eurodollar Rate shall be
adjusted on and as of the effective day of any change in the Reserve Percentage.
                                        4
<PAGE>
"Affiliate"  shall  mean,  with  respect to a specified Person, any other Person
which directly or indirectly, through one or more intermediaries, controls or is
controlled  by or is under common control with such Person, and without limiting
the generality of the foregoing, includes (a) any Person which beneficially owns
or  holds  five (5%) percent or more of any class of Voting Stock of such Person
or  other  equity  interests in such Person, (b) any Person of which such Person
beneficially  owns  or  holds  five  (5%) percent or more of any class of Voting
Stock  or  in  which such Person beneficially owns or holds five (5%) percent or
more  of  the equity interests and (c) any director or executive officer of such
Person.  For the purposes of this definition, the term "control" (including with
correlative  meanings,  the  terms  "controlled  by"  and  "under common control
with"),  as  used  with respect to any Person, means the possession, directly or
indirectly,  of the power to direct or cause the direction of the management and
policies  of  such  Person,  whether  through  the ownership of Voting Stock, by
agreement  or  otherwise.
"Agent"  shall  mean Congress Financial Corporation (Central) in its capacity as
agent  on  behalf of Lenders pursuant to the terms hereof and any replacement or
successor  agent  hereunder.
"Agent  Payment  Account"  shall  mean  account  no.  5000000030266  of Agent at
Wachovia Bank, National Association, or such other account of Agent as Agent may
from  time  to  time  designate  to  Borrower  as  the Agent Payment Account for
purposes  of  this  Agreement  and  the  other  Financing  Agreements.
"Applicable  Margin"  shall mean, at any time, as to the Interest Rate for Prime
Rate  Loans  (other  than  the  Term  Loan), Eurodollar Rate Loans and Letter of
Credit  Accommodations, the applicable row of percentages set forth below if the
Excess  Availability  as  of  the last Business Day of the immediately preceding
Fiscal  Month  is  at  or  within  the  amounts  indicated  for  such  row:
<TABLE>
<CAPTION>




                              Applicable Margin
                                for Prime Rate     Applicable Margin
                                 Loans (other        for Eurodollar    Letter of Credit
Excess Availability          than the Term Loan)       Rate Loans       Accommodations
---------------------------  --------------------  ------------------  -----------------
<S>                          <C>                   <C>                 <C>                <C>
(a)  $15,000,000 or more. .                 0.00%               2.50%              2.00%
(b)  Greater than or equal
to $7,500,000 and less than
                             $        15,000,000                0.25%              2.75%  2.25%
(c)  Less than $7,500,000 .                 0.50%               3.00%              2.50%
</TABLE>



                                        5
<PAGE>



provided  however,  that,  beginning  on  the date hereof and continuing through
-----------------   ----
April  30,  2004,  the Applicable Margin shall be (i) one quarter of one (0.25%)
----
percent  for  Prime  Rate  Loans  (other than the Term Loan), (ii) two and three
--
quarters (2.75%) percent for Eurodollar Rate Loans and (iii) two and one quarter
--
(2.25%)  percent  for  Letter  of  Credit  Accommodations.
     "Approved  Fund" shall mean with respect to Ableco or any other Lender that
is  a  fund  or  similar  investment vehicle that makes or invests in commercial
loans,  any fund or similar investment vehicle that  invests in commercial loans
which  is managed or advised by the same investment advisor as such Lender or by
an  Affiliate  of  such  investment  advisor.
"Assignment  and  Acceptance"  shall  mean  an  Assignment  and  Acceptance
substantially  in  the  form  of  Exhibit  A  attached  hereto  (with  blanks
appropriately  completed) delivered to Agent in connection with an assignment of
a  Lender's interest hereunder in accordance with the provisions of Section 13.6
hereof.
"Blocked  Accounts"  shall  have  the  meaning  set forth in Section 6.3 hereof.
"Bond  Repurchase"  shall  have  the  meaning  set forth in Section 9.23 hereof.
"Bond  Repurchase  Reserve" shall mean an amount equal to $12,500,000; provided,
                                                                       --------
that  such  Bond  Repurchase Reserve (i) may be reduced by Borrower, in its sole
discretion,  from  time  to time by an aggregate amount not to exceed $5,000,000
upon  one  (1) Business Day's prior written notice provided by Borrower to Agent
specifying  the amount of such reduction and (ii) shall be reduced by Agent from
time  to  time in accordance with Section 9.23 hereof by an aggregate amount not
to  exceed  $7,500,000.
"Borrowing  Base" shall mean, at any time, without duplication, the amount equal
to:
     (a)     the  amount equal to eighty-five (85%) percent of the Net Amount of
the  Eligible  Accounts;
          plus
          -----
     (b)     the  lesser of:  (i) eighty-five (85%) percent of the Net Amount of
Eligible  FarmPro  Accounts  and  (ii)  $1,000,000;
          plus
          ----
     (c)     the  lesser  of:
     (i)     the  sum  of  (A) forty-five (45%) percent of the Value of Eligible
Inventory  consisting  of  raw  materials plus (B) the lesser of (1) fifty (50%)
                                          ----
percent of the Value of Eligible Inventory consisting of work-in-process and (2)
the WIP Limit at such time plus (C) fifty (50%) percent of the Value of Eligible
                           ----
Inventory  consisting  of  finished  goods,
          (ii)  eighty-five  (85%)  percent of the Net Orderly Liquidation Value
Factor  (based on the most recent appraisal) multiplied by the Value of Eligible
Inventory;  provided, that (x) such eighty-five (85%) percent advance rate shall
            --------
                                        6
<PAGE>
be  increased  to  ninety  (90%)  percent  from  April  1  through and including
September  30  of each year and shall remain at eighty-five (85%) percent at all
other times and (y) the applicable advance rate (i.e., eighty-five (85%) percent
or  ninety  (90%)  percent,  as applicable, of the Net Orderly Liquidation Value
Factor)  when  applied  against  the  Value  of Eligible Inventory consisting of
work-in-process shall not result in an amount in excess of the WIP Limit then in
effect  for  purposes  of  this  clause  (ii),  and
          (iii)  the  Inventory  Loan  Limit;
     plus
     ----
     (d)     the  Fixed  Asset  Amount  at  such  time;
     minus
     -----
          (e)     Reserves;
          minus
          -----
     (f)     Bond  Repurchase  Reserve;
provided,  however that notwithstanding the foregoing calculation, the amount of
--------
Borrowing  Base  actually  attributed to the assets of DMC at any time shall not
exceed  the  DMC  Sublimit  then  in  effect.
For purposes only of applying the Inventory Loan Limit, Agent may treat the then
undrawn  amounts of outstanding Non-Exim Letter of Credit Accommodations for the
purpose  of  purchasing  Eligible  Inventory  as Non-Exim Revolving Loans to the
extent  Agent  is in effect basing the issuance of the Non-Exim Letter of Credit
Accommodations  on the Value of the Eligible Inventory being purchased with such
Non-Exim  Letter of Credit Accommodations.  In determining the actual amounts of
such  Non-Exim  Letter of Credit Accommodations to be so treated for purposes of
the  sublimit,  the  outstanding  Non-Exim Revolving Loans and Reserves shall be
attributed  first to any components of the lending formulas set forth above that
are  not  subject to such sublimit, before being attributed to the components of
the  lending  formulas  subject  to  such  sublimit.  The  amounts  of  Eligible
Inventory shall, at Agent's option, be determined based on the lesser of (A) the
amount  of  Inventory set forth in the general ledger of Borrower and DMC or (B)
the  sum  of  the perpetual inventory record maintained by Borrower and DMC plus
                                                                            ----
those  reconciling  items  set  forth  on  Part  III  of  Schedule  5  hereto.
     "Business  Day"  shall mean any day other than a Saturday, Sunday, or other
day on which commercial banks are authorized or required to close under the laws
of  the  State  of  New York, or the State of North Carolina, and a day on which
Agent is open for the transaction of business, except that if a determination of
a  Business Day shall relate to any Eurodollar Rate Loans, the term Business Day
shall  also  exclude  any  day  on which banks are closed for dealings in dollar
deposits  in  the  London  interbank  market or other applicable Eurodollar Rate
market.
                                        7
<PAGE>
"Capital  Leases"  shall  mean,  as  applied to any Person, any lease of (or any
agreement  conveying  the  right to use) any property (whether real, personal or
mixed) by such Person as lessee which in accordance with GAAP, is required to be
reflected  as  a  liability  on  the  balance  sheet  of  such  Person.
"Capital  Stock"  shall  mean,  with  respect to any Person, any and all shares,
interests,  participations  or  other  equivalents  (however designated) of such
Person's capital stock or partnership, limited liability company or other equity
interests  at  any time outstanding, and any and all rights, warrants or options
exchangeable  for or convertible into such capital stock or other interests (but
excluding  any  debt  security that is exchangeable for or convertible into such
capital  stock).
"Cash  Equivalents"  shall  mean,  at any time, (a) any evidence of Indebtedness
with  a  maturity  date of ninety (90) days or less issued or directly and fully
guaranteed  or  insured  by  the  United  States  of  America  of  any agency or
instrumentality  thereof; provided, that the full faith and credit of the United
                          --------
States  of America is pledged in support thereof; (b) certificates of deposit or
bankers'  acceptances  with  a  maturity  of  ninety  (90)  days  or less of any
financial  institution  that  is  a  member of the Federal Reserve System having
combined  capital  and  surplus  and  undivided  profits  of  not  less  than
$250,000,000; (c) commercial paper (including variable rate demand notes) with a
maturity  of  ninety  (90)  days  or  less  issued  by  a corporation (except an
Affiliate of Borrower or any Guarantor) organized under the laws of any State of
the  United States of America or the District of Columbia and rated at least A-1
by  Standard  & Poor's Ratings Service, a division of The McGraw-Hill Companies,
Inc.  or  at  least  P-1  by  Moody's  Investors  Service,  Inc.; (d) repurchase
obligations  with  a  term  of  not  more  than  thirty (30) days for underlying
securities  of  the  types  described  in clause (a) above entered into with any
financial  institution having combined capital and surplus and undivided profits
of  not less than $250,000,000; (e) repurchase agreements and reverse repurchase
agreements  relating  to marketable direct obligations issued or unconditionally
guaranteed  by the United States of America or issued by any governmental agency
thereof and backed by the full faith and credit of the United States of America,
in  each  case  maturing  within  ninety  (90)  days  or  less  from the date of
acquisition;  provided,  that  the  terms  of  such  agreements  comply with the
              --------
guidelines  set  forth  in  the  Federal  Financial  Agreements  of  Depository
Institutions  with  Securities Dealers and Others, as adopted by the Comptroller
of  the  Currency on October 31, 1985; and (f) investments in money market funds
and mutual funds which invest substantially all of their assets in securities of
the  types  described  in  clauses  (a)  through  (e)  above.
"Change  of Control" shall mean (a) the transfer (in one transaction or a series
of  transactions)  of  all or substantially all of the assets of Borrower or any
Guarantor  to  any  Person or group (as such term is used in Section 13(d)(3) of
the  Exchange  Act),  other  than  as  permitted  in Section 9.7 hereof; (b) the
liquidation  or  dissolution  of  Borrower or any Guarantor or the adoption of a
plan  by  the  stockholders  of  Borrower  or  any  Guarantor  relating  to  the
dissolution  or  liquidation  of  Borrower  or  such  Guarantor,  other  than as
permitted  in Section 9.7 hereof; (c) the acquisition by any Person or group (as
such  term  is  used in Section 13(d)(3) of the Exchange Act), except for one or
more  Permitted  Holders,  of beneficial ownership, directly or indirectly, of a
majority  of  the voting power of the total outstanding Voting Stock of Borrower
or  any  Guarantor  or  the Board of Directors of Borrower or any Guarantor; (d)
during any period of two (2) consecutive years, individuals who at the beginning
of  such  period constituted the Board of Directors of Borrower or any Guarantor
(together  with  any  new  directors  who  have  been appointed by any Permitted
Holder, or whose nomination for election by the stockholders of Borrower or such
Guarantor,  as the case may be, was approved by a vote of at least sixty-six and
two-thirds  (66  2/3%)  percent  of  the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for  election  was  previously so approved) cease for any reason to constitute a
majority  of  the  Board of Directors of Borrower or any Guarantor then still in
office;  (e)  the failure of the Permitted Holders to own directly or indirectly
one  hundred  (100%) percent of the voting power of the total outstanding Voting
Stock of Borrower; (f) the failure of Borrower to own directly or indirectly one
hundred (100%) percent of the voting power of the total outstanding Voting Stock
of any Guarantor; or (g) the occurrence of any "Change of Control" (as such term
is  defined  in  the  Indenture).
                                        8
<PAGE>
"Code"  shall  mean the Internal Revenue Code of 1986, as the same now exists or
may  from  time  to  time  hereafter  be  amended,  modified,  recodified  or
supplemented,  together  with  all  rules,  regulations  and  interpretations
thereunder  or  related  thereto.
"Collateral"  shall  have  the  meaning  set  forth  in  Section  5.1  hereof.
"Collateral  Access  Agreement"  shall mean an agreement in writing, in form and
substance  satisfactory to Agent, from any lessor of premises to Borrower or any
Guarantor,  or  any  other person to whom any Collateral is consigned or who has
custody,  control or possession of any such Collateral or is otherwise the owner
or operator of any premises on which any of such Collateral is located, pursuant
to  which  such  lessor, consignee or other person, inter alia, acknowledges the
first  priority  security  interest of Agent in such Collateral, agrees to waive
any and all claims such lessor, consignee or other person may, at any time, have
against  such  Collateral,  whether  for  processing,  storage or otherwise, and
agrees  to  permit  Agent access to, and the right to remain on, the premises of
such  lessor,  consignee  or  other  person so as to exercise Agent's rights and
remedies  and  otherwise  deal  with  such  Collateral  and  in  the case of any
consignee  or other person who at any time has custody, control or possession of
any  Collateral,  acknowledges  that  it  holds  and will hold possession of the
Collateral  for  the  benefit  of  Agent  and  Lenders  and agrees to follow all
instructions  of  Agent  with  respect  thereto.
"Commitment"  shall  mean,  at  any  time  subject  to the last sentence of this
definition,  as  to  each  Lender,  the  principal amount set forth next to such
Lender's name on Schedule 4 hereto designated as the Revolving Commitment and/or
Term  Commitment  or  on  Schedule  I to the Assignment and Acceptance Agreement
pursuant  to  which such Lender became a Lender hereunder in accordance with the
provisions of Section 13.6 hereof, as the same may be adjusted from time to time
in  accordance  with  the terms hereof; sometimes being collectively referred to
herein  as "Commitments".  The term "Commitment" with respect to any Term Lender
once  the  Term Loan is advanced, shall mean the outstanding amount of such Term
Lender's  Term  Loan.
"Commitment  Letter"  shall mean the letter agreement, dated September 18, 2003,
between  Borrower  and  Agent, setting forth certain fees payable by Borrower to
Agent  for the benefit of itself and Revolving Lenders and setting forth certain
terms  and conditions of the financing arrangements among the parties hereto, as
the  same  now  exists  or  may  hereafter  be  amended, modified, supplemented,
extended,  renewed,  restated  or  replaced.
"Congress"  shall  mean  Congress  Financial  Corporation (Central), an Illinois
corporation,  in  its  individual  capacity,  and  its  successors  and assigns.
                                        9
<PAGE>
"Credit  Facility"  shall  mean  the  Loans  and Letter of Credit Accommodations
provided  to  or  for  the  benefit of Borrower pursuant to Sections 2.1 and 2.2
hereof.
"Default"  shall mean an act, condition or event which with notice or passage of
time  or  both  would  constitute  an  Event  of  Default.
"Defaulting  Revolving  Lender"  shall  have  the  meaning  set forth in Section
6.10(d)  hereof.
"Deposit  Account Control Agreement" shall mean an agreement in writing, in form
and substance satisfactory to Agent, by and among Agent, Borrower or a Guarantor
with a deposit account at any bank and the bank at which such deposit account is
at  any  time  maintained  which  provides  that  such  bank  will  comply  with
instructions  originated  by  Agent  directing  disposition  of the funds in the
deposit  account  without further consent by Borrower or such Guarantor and such
other  terms  and  conditions  as  Agent  may  require, including as to any such
agreement with respect to any Blocked Account, providing that all items received
or  deposited  in  the Blocked Accounts are the property of Agent, that the bank
has  no  lien  upon, or right to setoff against, the Blocked Accounts, the items
received  for deposit therein, or the funds from time to time on deposit therein
and  that  the  bank  will wire, or otherwise transfer, in immediately available
funds,  on  a  daily  basis  to  the Agent Payment Account all funds received or
deposited  into  the  Blocked  Accounts.
"DMC  Sublimit"  shall  mean as of any date of determination, the sum of (a) the
aggregate  amount  of  outstanding  Indebtedness  and other monetary obligations
owing  by DMC to Borrower plus (b) the product of (i) ninety (90%) multiplied by
                          ----                                     ----------
(ii)  the  amount  by  which  the  Fair and Present Fair Saleable Value of DMC's
assets  exceeds  DMC's  liabilities  as  reflected on DMC's latest consolidating
financial  statements  delivered  to  Agent,  in each case above as certified to
Agent  pursuant  to  Section  9.6(a)  hereof.
"EBITDA"  shall  mean,  with  respect  to  Borrower  and  its  Subsidiaries on a
consolidated  basis  for any fiscal period, (a) consolidated net income for such
period;  plus  (b) without duplication, an amount which, in the determination of
         ----
such  consolidated  net  income  has  been  deducted  for  (i) Interest Expense,
accretion  of  original  issue discount, amortization of debt issuance costs and
any  other  fees  and costs under any Financing Agreement, (ii) depreciation and
amortization, (iii) provisions for federal, state, local and foreign taxes based
on  income  or profits, (iv) non-cash restructuring and closing costs associated
with  the  closure of facilities and operations and non-cash operating losses of
such  closed  facilities  and operations in the month of and subsequent to their
closure,  (v)  extraordinary  non-cash  losses  and non-cash impairment charges,
including  goodwill  impairment  charges,  (vi)  write-offs  in  connection with
Borrower's  joint  venture  with Resin Tech. in an amount not to exceed $500,000
for  the  six  (6)  month  period  ending  June  30,  2003,  (vii) write-offs in
connection  with royalty payments that will not materialize from Borrower's sale
of  its  Hatchery  division  in an amount not to exceed $94,000 for the nine (9)
month  period ending December 31, 2003 and (viii) write-offs of foreign accounts
receivable  in  connection  with  Borrower's  restructuring  in an amount not to
exceed  $129,000  for Borrower's fiscal year ending December 31, 2003; minus (c)
                                                                       -----
an  amount  which, in the determination of such consolidated net income has been
included  for  extraordinary  gains  and  gains associated with the purchase and
retirement of securities subject to the Indentures, all calculated in accordance
with  GAAP; and minus (d) the amount of any cash items not otherwise deducted in
                -----
determining  net  income (or loss) to the extent that such items were previously
added  back  to  EBITDA  as  non-recurring,  non-cash  items in any prior fiscal
period.
                                       10
<PAGE>
"Eligible  Accounts"  shall  mean Accounts (other than Eligible FarmPro Accounts
and  Eligible  Export-Related  Accounts  Receivable)  created by Borrower or DMC
which are and continue to be acceptable to Agent based on the criteria set forth
below.  In  general, Accounts (other than Eligible FarmPro Accounts and Eligible
Export-Related  Accounts)  shall  be  Eligible  Accounts  if:
     (a)     such Accounts arise from the actual and bona fide sale and delivery
of  goods  by Borrower or DMC or rendition of services by Borrower or DMC in the
ordinary  course  of its business which transactions are completed in accordance
with  the  terms  and  provisions  contained  in  any documents related thereto;
(b)     such Accounts are not unpaid more than sixty (60) days past the original
due  date  for  them;
(c)     such  Accounts  are  not unpaid more than (i) ninety (90) days after the
date  of the original invoice for them or (ii) one hundred fifty (150) days from
the original invoice date thereof for Accounts with special dating terms arising
under  existing programs of Borrower set forth on Part I of Schedule 5 hereto or
such  other  programs  which  are  otherwise  approved  by  Agent  in  writing;
(d)     such  Accounts comply with the terms and conditions contained in Section
7.2(b)  of  this  Agreement;
(e)     such  Accounts  do not arise from sales on consignment, guaranteed sale,
sale  and  return,  sale  on approval, or other terms under which payment by the
account  debtor  may  be  conditional  or  contingent;
(f)     the  chief  executive  office of the account debtor with respect to such
Accounts is located in the United States of America or Canada (provided, that at
                                                               --------
any  time  promptly  upon  Agent's  request,  Borrower and DMC shall execute and
deliver, or cause to be executed and delivered, such other agreements, documents
and instruments as may be required by Agent to perfect the security interests of
Agent  in those Accounts of an account debtor with its chief executive office or
principal  place of business in Canada in accordance with the applicable laws of
the  Province  of Canada in which such chief executive office or principal place
of  business  is  located  and  take or cause to be taken such other and further
actions  as  Agent  may  request  to  enable Agent as secured party with respect
thereto to collect such Accounts under the applicable Federal or Provincial laws
of  Canada)  or,  at Agent's option, if the chief executive office and principal
place of business of the account debtor with respect to such Accounts is located
other  than  in  the United States of America or Canada, then if either: (i) the
account  debtor has delivered to Borrower or DMC an irrevocable letter of credit
issued  or  confirmed  by  a  bank satisfactory to Agent and payable only in the
United  States of America and in U.S. dollars, sufficient to cover such Account,
in  form  and  substance  satisfactory  to  Agent  and if required by Agent, the
original  of  such letter of credit has been delivered to Agent or Agent's agent
and  the  issuer  thereof,  and Borrower and DMC have complied with the terms of
Section  5.2(f)  hereof  with  respect to the assignment of the proceeds of such
letter  of credit to Agent or naming Agent as transferee beneficiary thereunder,
as  Agent  may  specify,  or  (ii)  such  Account is subject to credit insurance
payable  to  Agent issued by an insurer and on terms and in an amount acceptable
to Agent, or (iii) such Account is otherwise acceptable in all respects to Agent
(subject  to  such lending formula with respect thereto as Agent may determine);
                                       11
<PAGE>
(g)     such  Accounts  do  not  consist  of  progress  billings  (such that the
obligation  of  the account debtors with respect to such Accounts is conditioned
upon  Borrower's  or  DMC's  satisfactory  completion of any further performance
under  the  agreement  giving rise thereto), bill and hold invoices or retainage
invoices,  except  as to bill and hold invoices, if Agent shall have received an
agreement in writing from the account debtor, in form and substance satisfactory
to  Agent, confirming the unconditional obligation of the account debtor to take
the  goods  related  thereto  and  pay  such  invoice;
(h)     the  account  debtor  with  respect  to such Accounts has not asserted a
counterclaim,  defense  or  dispute  and  does  not have, and does not engage in
transactions  which  may  give rise to any right of setoff or recoupment against
such  Accounts (but the portion of the Accounts of such account debtor in excess
of  the amount at any time and from time to time owed by Borrower or DMC to such
account  debtor  or  claimed  owed by such account debtor may be deemed Eligible
Accounts),
(i)     there  are  no  facts,  events  or  occurrences  which  would impair the
validity, enforceability or collectability of such Accounts or reduce the amount
payable  or  delay  payment  thereunder;
(j)     such  Accounts  are  subject  to the first priority, valid and perfected
security  interest  of Agent and any goods giving rise thereto are not, and were
not at the time of the sale thereof, subject to any liens except those permitted
in  this  Agreement;
(k)     neither  the  account  debtor nor any officer or employee of the account
debtor  with  respect  to  such Accounts is an officer, employee, agent or other
Affiliate  of  Borrower,  DMC or any Guarantor except as set forth on Part II of
Schedule  5  hereto  or  as  otherwise  approved  by  Agent  in  writing;
(l)     the  account  debtors  with respect to such Accounts are not any foreign
government,  the  United  States  of  America, any State, political subdivision,
department,  agency  or instrumentality thereof, unless, (i) a letter of credit,
in  form  and substance satisfactory to Agent, has been obtained with respect to
such  Account  and  account  debtor, or (ii) if the account debtor is the United
States  of  America,  any  State,  political  subdivision, department, agency or
instrumentality  thereof, upon Agent's request, the Federal Assignment of Claims
Act  of  1940,  as amended or any similar State or local law, if applicable, has
been  complied  with  in  a  manner  satisfactory  to  Agent;
(m)     there  are  no  proceedings  or  actions which are threatened or pending
against  the account debtors with respect to such Accounts which might result in
any  material  adverse  change  in any such account debtor's financial condition
(including,  without  limitation,  any  bankruptcy,  dissolution,  liquidation,
reorganization  or  similar  proceeding);
                                       12
<PAGE>
(n)     such  Accounts  are  not evidenced by or arising under any instrument or
chattel  paper;
(o)     the  aggregate  amount of such Accounts owing by a single account debtor
does  not  constitute more than ten (10%) percent of the aggregate amount of all
otherwise  Eligible  Accounts  (but the portion of the Accounts not in excess of
ten  (10%)  percent  may  be  deemed  Eligible  Accounts);
(p)     such  Accounts are not owed by an account debtor who has Accounts unpaid
more than the number of days set forth in clauses (b) and (c) of this definition
after  the  original due date or invoice date, as applicable, which collectively
constitute  more  than fifty (50%) percent of the total Accounts of such account
debtor;
(q)     the  account  debtor is not located in a state requiring the filing of a
Notice  of  Business  Activities  Report  or  similar  report in order to permit
Borrower  or  DMC  to seek judicial enforcement in such State of payment of such
Account, unless Borrower has qualified to do business in such state or has filed
a Notice of Business Activities Report or equivalent report for the then current
year  or  such  failure  to  file  and inability to seek judicial enforcement is
capable  of  being  remedied  without  any  material  delay  or  material  cost;
(r)     such  Accounts  are  owed  by account debtors deemed creditworthy at all
times  by  Agent.
The  criteria  for Eligible Accounts set forth above may only be changed and any
new  criteria  for  Eligible  Accounts  may only be established by Agent in good
faith  based  on  either:  (i) an event, condition or other circumstance arising
after  the  date  hereof,  or  (ii)  an  event,  condition or other circumstance
existing  on  the  date hereof to the extent Agent has no written notice thereof
from  Borrower  or DMC prior to the date hereof, in either case under clause (i)
or  (ii)  which  adversely  affects or could reasonably be expected to adversely
affect  the  Accounts  in  the  good faith determination of Agent.  Any Accounts
which  are  not  Eligible Accounts shall nevertheless be part of the Collateral.
     "Eligible Equipment" shall mean Equipment of Borrower or DMC which (a) have
been  appraised  by  an  appraiser  acceptable to Agent and which appraisals are
satisfactory  to  Agent  as  to  form,  scope and methodology in accordance with
Section  7.4(a), (b) do not consist of fixtures, (c) can be readily removed from
the  Real Property unless Agent also has a first priority perfected lien on such
Real  Property or otherwise has a Collateral Access Agreement with all necessary
parties  permitting  the  removal  thereof,  (d)  are  not  leased,  worn-out or
obsolete,  (e)  are  subject to the first priority, valid and perfected security
interest  of  Agent and are subject to no other junior liens, (f) are located on
properties  which  are owned by Borrower or DMC or as to which the lessor of any
such  property  has executed a Collateral Access Agreement in favor of Agent and
(g)  are  otherwise  acceptable  to  Agent  for inclusion in the Borrowing Base.
"Eligible  Export-Related  Accounts Receivable" shall have the meaning set forth
in  the  Exim  Borrower  Agreement.
                                       13
<PAGE>
"Eligible  Export-Related  Inventory"  shall  have  the meaning set forth in the
Exim  Borrower  Agreement.
"Eligible  FarmPro  Accounts"  shall  mean  Accounts  owing  by FarmPro, Inc. to
Borrower  or  DMC  which are and continue to be acceptable to Agent based on the
criteria  set  forth below.  In general, such Accounts shall be Eligible FarmPro
Accounts  if:
     (a)     such  Accounts  meet  all of the eligibility requirements stated in
the  definition  of  "Eligible  Accounts";
(b)     such  Accounts  are  secured  by  a  first  priority  perfected security
interest  (including,  without  limitation,  in  the  case  of any material real
estate, a mortgage lien) in the assets of FarmPro, Inc. in favor of Borrower and
DMC  and  such security interests and liens are documented and assigned to Agent
in  form  and  substance  acceptable  to  Agent;  and
(c)     Agent  has  received  current information about FarmPro, Inc. reasonably
satisfactory  to  Agent  to  allow  Agent to determine that it is satisfied with
FarmPro,  Inc.'s  ability  to  pay such Accounts in accordance with their terms.
     "Eligible  Inventory" shall mean, as to each of Borrower and DMC, Inventory
of Borrower and DMC consisting of finished goods held for resale in the ordinary
course  of  the  business  of  Borrower and DMC, raw materials for such finished
goods  and  work-in-process, in each case which are acceptable to Agent based on
the criteria set forth below.  In general, Eligible Inventory shall not include:
(a)  spare  parts  for  equipment other than Inventory consisting of spare parts
held  for  sale  to  customers;  (b)  packaging  and  shipping  materials  not
specifically  identified as a component of any finished goods; (c) supplies used
or  consumed  in  Borrower's  or DMC's business; (d) Inventory at premises other
than  those  owned and controlled by Borrower or DMC, except any Inventory which
would  otherwise  be  deemed  Eligible Inventory that is not located at premises
owned  and  operated  by Borrower or DMC may nevertheless be considered Eligible
Inventory:  (i)  as  to  locations which are leased by Borrower or DMC, if Agent
shall  have  received a Collateral Access Agreement from the owner and lessor of
such location, duly authorized, executed and delivered by such owner and lessor,
or  if  Agent shall not have received such Collateral Access Agreement (or Agent
shall  determine  to  accept a Collateral Access Agreement that does not include
all  required provisions or provisions in the form otherwise required by Agent),
Agent may, at its option, nevertheless consider Inventory at such location to be
Eligible  Inventory  to the extent Agent shall have established such Reserves in
respect  of  amounts  at  any  time  payable by Borrower or DMC to the owner and
lessor  thereof  as Agent shall determine, and (ii) as to any location owned and
operated  by  a  third person (other than consignment locations under clause (i)
below),  if  Agent  shall  have received a Collateral Access Agreement from such
owner  and  operator  with  respect  to such location to the extent the Value of
Inventory  at such location is in excess of $100,000 or if Agent has requested a
Collateral  Access Agreement for such location during the existence of a Trigger
Event,  in  such  case duly authorized, executed and delivered by such owner and
operator  or  if  Agent shall not have received such Collateral Access Agreement
(or  Agent shall determine to accept a Collateral Access Agreement that does not
include  all required provisions or provisions in the form otherwise required by
Agent),  Agent  may,  at  its  option,  nevertheless  consider Inventory at such
                                       14
<PAGE>
location  to  be  Eligible  Inventory to the extent Agent shall have established
such  Reserves  in  respect of amounts at any time payable by Borrower or DMC to
the  owner  and  operator  thereof as Agent shall determine, and in addition, if
required  by  Agent,  if Agent shall have received: (A) UCC financing statements
between  the  owner and operator, as consignee or bailee and Borrower or DMC, as
consignor or bailor, in form and substance satisfactory to Agent, which are duly
assigned  to  Agent  and  (B)  a  written  notice to any lender to the owner and
operator of the first priority security interest in such Inventory of Agent; (e)
Inventory  subject  to  a security interest or lien in favor of any Person other
than  Agent  except  those permitted in this Agreement (but without limiting the
right of Agent to establish any Reserves with respect to amounts secured by such
security  interest or lien in favor of any Person even if permitted herein); (f)
bill  and  hold  goods;  unserviceable,  obsolete  or slow moving Inventory; (g)
Inventory  which  is  not  subject  to  the  first priority, valid and perfected
security  interest  of  Agent; (h) returned, damaged and/or defective Inventory;
(i)  Inventory purchased or sold on consignment unless, in the case of Inventory
sold  on  consignment,  the  requirements of Section 5.2(j) with respect to such
consigned  Inventory  are  satisfied;  provided,  that  if  Agent shall not have
                                       --------
received  a  Collateral  Access  Agreement from the consignee in accordance with
Section  5.2(j),  such  consigned  Inventory  shall be considered to be Eligible
Inventory  to the extent the Value of such Inventory, together with the Value of
all  other  consigned  Inventory  at  any  location  without a Collateral Access
Agreement,  is  less  than  $100,000 and no Trigger Event exists; provided, that
                                                                  --------
Agent  may,  at its option, nevertheless consider such consigned Inventory to be
Eligible  Inventory  to the extent Agent shall have established such Reserves as
Agent  shall  determine; (j) Inventory that qualifies as Eligible Export-Related
Inventory; (k) Inventory located in the United States that is to be sold outside
the  United  States; (l) Inventory located outside the United States of America;
and  (m)  Inventory  which  has  been returned or repurchased under any warranty
issued  by Borrower or DMC.  The criteria for Eligible Inventory set forth above
may  only  be  changed  and  any new criteria for Eligible Inventory may only be
established  by  Agent in good faith based on either: (i) an event, condition or
other circumstance arising after the date hereof, or (ii) an event, condition or
other  circumstance  existing  on  the  date  hereof  to the extent Agent has no
written  notice thereof from Borrower or DMC prior to the date hereof, in either
case  under  clause  (i)  or (ii) which adversely affects or could reasonably be
expected  to  adversely  affect the Inventory in the good faith determination of
Agent.  Any Inventory which is not Eligible Inventory shall nevertheless be part
of  the  Collateral.
"Eligible Real Property" shall mean Real Property of Borrower or DMC (i) subject
to  a  Mortgage  pursuant to which Agent has been granted a valid first mortgage
lien  in  such Real Property, (ii) as to which Agent has received, in each case,
in  form  and  substance  satisfactory  to Agent (A) a valid and effective title
policy  insuring  such  Mortgage  meeting  the requirements set forth in Section
4.1(n), (B) an environmental audit meeting the requirements set forth in Section
4.1(m)  and (C) written appraisals meeting the requirements set forth in Section
7.4(a) and (iii) which has otherwise been approved by Agent for inclusion in the
Borrowing  Base  prior  to  the  date  hereof.
"Eligible  Transferee"  shall mean (a) any Lender; (b) the parent company of any
Lender and/or any Affiliate of such Lender which is at least fifty (50%) percent
owned  by  such  Lender  or  its  parent  company;  (c)  any  person  (whether a
corporation, partnership, trust or otherwise) that is engaged in the business of
making,  purchasing,  holding  or  otherwise investing in bank loans and similar
extensions  of credit in the ordinary course of its business and is administered
or  managed  by  a  Lender  or  with  respect to any Lender that is a fund which
                                       15
<PAGE>
invests  in  bank  loans  and  similar extensions of credit, any other fund that
invests  in  bank  loans  and similar extensions of credit and is managed by the
same  investment  advisor  as  such Lender or by an Affiliate of such investment
advisor,  and  in  each  case is approved by Agent; and (d) any other commercial
bank, financial institution or "accredited investor" (as defined in Regulation D
under the Securities Act of 1933) approved by Agent, provided, that, (i) neither
Borrower  nor  any Guarantor or any Affiliate of Borrower or any Guarantor shall
qualify  as  an  Eligible Transferee and (ii) no Person to whom any Indebtedness
which  is  in any way subordinated in right of payment to any other Indebtedness
of  Borrower or any Guarantor shall qualify as an Eligible Transferee, except as
Agent  may  otherwise  specifically  agree.
"Enforcement  Action"  shall  mean the exercise by Agent in good faith of any of
its  material enforcement rights and remedies as a secured creditor hereunder or
under  the  other  Financing Agreements, applicable law or otherwise at any time
following  the  occurrence  and  during  the  continuance of an Event of Default
(including,  without  limitation, the demand for the immediate payment of all of
the  Obligations,  the  solicitation  of  bids from third parties to conduct the
liquidation  of  the  Collateral,  the engagement or retention of sales brokers,
marketing  agents,  investment  bankers, accountants, appraisers, auctioneers or
other  third  parties  for  the  purposes  of  valuing, marketing, promoting and
selling  the  Collateral,  the  commencement  of  any action to foreclose on the
security  interests  or  liens  of  Agent  in all or any material portion of the
Collateral,  notification  of  account  debtors  to  make payments to Agent, any
action  to  take  possession of all or any material portion of the Collateral or
commencement  of any legal proceedings or actions against or with respect to all
or  any  portion  of  the  Collateral).
"Environmental  Laws"  shall  mean  all  foreign,  Federal, State and local laws
(including  common law), legislation, rules, codes, licenses, permits (including
any  conditions  imposed  therein),  authorizations,  judicial or administrative
decisions,  injunctions  or agreements between Borrower or any Guarantor and any
Governmental  Authority,  (a)  relating  to  pollution  and  the  protection,
preservation  or  restoration  of  the  environment (including air, water vapor,
surface  water,  ground  water,  drinking  water, drinking water supply, surface
land,  subsurface land, plant and animal life or any other natural resource), or
to  human  health  or  safety,  (b)  relating  to  the  exposure to, or the use,
storage,  recycling,  treatment,  generation,  manufacture,  processing,
distribution,  transportation,  handling,  labeling,  production,  release  or
disposal,  or threatened release, of Hazardous Materials, or (c) relating to all
laws  with  regard  to  recordkeeping,  notification,  disclosure  and reporting
requirements  respecting  Hazardous  Materials.  The  term  "Environmental Laws"
includes  (i) the Federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, the Federal Superfund Amendments and Reauthorization Act,
the  Federal  Water  Pollution Control Act of 1972, the Federal Clean Water Act,
the Federal Clean Air Act, the Federal Resource Conservation and Recovery Act of
1976  (including  the Hazardous and Solid Waste Amendments thereto), the Federal
Solid  Waste  Disposal and the Federal Toxic Substances Control Act, the Federal
Insecticide,  Fungicide and Rodenticide Act, and the Federal Safe Drinking Water
Act  of  1974,  (ii)  applicable  state  counterparts to such laws and (iii) any
common  law  or  equitable doctrine that may impose liability or obligations for
injuries  or  damages  due  to, or threatened as a result of, the presence of or
exposure  to  any  Hazardous  Materials.
"Equipment"  shall  mean,  as to Borrower or any Guarantor, all of Borrower's or
such  Guarantor's  now owned and hereafter acquired equipment, wherever located,
including  machinery,  data  processing and computer equipment (whether owned or
licensed and including embedded software), vehicles, tools, furniture, fixtures,
all  attachments,  accessions  and  property now or hereafter affixed thereto or
used  in  connection  therewith,  and  substitutions  and  replacements thereof,
wherever  located.
                                       16
<PAGE>
"Equipment Sublimit" shall have the meaning set forth in the definition of Fixed
Asset  Amount.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, together
with  all  rules, regulations and interpretations thereunder or related thereto.
"ERISA Affiliate" shall mean any person required to be aggregated with Borrower,
any  Guarantor  or  any  of  its or their respective Subsidiaries under Sections
414(b),  414(c),  414(m)  or  414(o)  of  the  Code.
"ERISA  Event"  shall  mean  (a)  any  "reportable event", as defined in Section
4043(c)  of  ERISA or the regulations issued thereunder, with respect to a Plan;
(b)  the adoption of any amendment to a Plan that would require the provision of
security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c)
the  existence  with  respect to any Plan of an "accumulated funding deficiency"
(as  defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived;  (d) the filing pursuant to Section 412 of the Code or Section 303(d) of
ERISA  of  an  application  for  a  waiver  of the minimum funding standard with
respect  to  any  Plan;  (e)  the  occurrence of a "prohibited transaction" with
respect  to  which  Borrower,  any  Guarantor  or any of its or their respective
Subsidiaries  is  a "disqualified person" (within the meaning of Section 4975 of
the  Code)  or  with  respect  to which Borrower, any Guarantor or any of its or
their  respective  Subsidiaries  could  otherwise  be  liable; (f) a complete or
partial  withdrawal  by  Borrower,  any  Guarantor or any ERISA Affiliate from a
Multiemployer  Plan  or  a  cessation  of  operations which is treated as such a
withdrawal  or  notification that a Multiemployer Plan is in reorganization; (g)
the filing of a notice of intent to terminate, the treatment of a Plan amendment
as  a  termination  under Section 4041 or 4041A of ERISA, or the commencement of
proceedings by the Pension Benefit Guaranty Corporation to terminate a Plan; (h)
an  event  or condition which might reasonably be expected to constitute grounds
under  Section  4042  of  ERISA  for the termination of, or the appointment of a
trustee to administer, any Plan; (i) the imposition of any liability under Title
IV  of  ERISA,  other than the Pension Benefit Guaranty Corporation premiums due
but  not delinquent under Section 4007 of ERISA, upon Borrower, any Guarantor or
any  ERISA Affiliate in excess of $500,000; and (j) any other event or condition
with  respect  to  a  Plan  including  any  Plan  subject  to  Title IV of ERISA
maintained,  or  contributed to, by any ERISA Affiliate that could reasonably be
expected  to  result  in  liability  of  Borrower  in  excess  of  $500,000.
"Eurodollar  Rate"  shall  mean  with  respect  to  the  Interest  Period  for a
Eurodollar  Rate  Loan,  the  interest  rate  per  annum equal to the arithmetic
average  of  the  rates of interest per annum (rounded upwards, if necessary, to
the  next  one-sixteenth  (1/16) of one (1%) percent) at which Reference Bank is
offered  deposits  of  United  States dollars in the London interbank market (or
other  Eurodollar  Rate market selected by Borrower and approved by Agent) on or
about  9:00 a.m. (New York time) two (2) Business Days prior to the commencement
of  such  Interest Period in amounts substantially equal to the principal amount
of  the  Eurodollar  Rate  Loans  requested  by  and  available  to  Borrower in
accordance  with  this  Agreement, with a maturity of comparable duration to the
Interest  Period  selected  by  Borrower.
                                       17
<PAGE>
"Eurodollar  Rate  Loans"  shall  mean  any  Loans  or  portion thereof on which
interest is payable based on the Adjusted Eurodollar Rate in accordance with the
terms  hereof.  For the avoidance of doubt, the Term Loan shall not constitute a
Eurodollar  Rate  Loan  at  any  time.
"Event  of  Default"  shall  mean  the  occurrence  or existence of any event or
condition  described  in  Section  10.1  hereof.
"Excess  Availability"  shall mean, as to Borrower, the amount, as determined by
Agent,  calculated at any date, equal to: (a) the lesser of:  (i) the sum of (A)
the  Borrowing  Base plus, to the extent all the conditions set forth in Section
                     ----
4.3  hereof  are  satisfied,  (B) the lesser of (1) the Export-Related Borrowing
Base  and  (2)  the Maximum Exim Revolving Credit and (ii) the Maximum Revolving
Credit, minus (b) the sum of:  (i) the amount of all then outstanding and unpaid
Obligations  of  Borrower  (other  than  Term  Loan  Obligations), plus (ii) the
aggregate  amount  of  all  then outstanding and unpaid trade payables and other
obligations  of  Borrower or DMC which are outstanding more than sixty (60) days
past  due  as of such time (other than trade payables or other obligations being
contested  or  disputed  by  Borrower  or DMC in good faith), plus (iii) without
duplication,  the  amount  of  checks  issued  by  Borrower  or DMC to pay trade
payables  and  other obligations which are more than sixty (60) days past due as
of  such time (other than trade payables or other obligations being contested or
disputed  by  Borrower  or  DMC  in  good  faith),  but  not  yet  sent.
"Exchange Act" shall mean the Securities Exchange Act of 1934, together with all
rules,  regulations  and  interpretations  thereunder  or  related  thereto.
"Exim"  shall  mean  Export-Import  Bank  of  the  United  States.
"Exim  Borrower  Agreement"  shall  mean  that certain Borrower Agreement, among
Borrower,  Agent  and  Exim,  as  modified  by any applicable loan authorization
agreements  and  by  any  waivers  approved  by Agent and Exim, and as otherwise
amended  or  modified  from  time  to  time.
"Exim  Excess Availability" shall mean as to Borrower, the amount, as determined
by  Agent,  calculated  at  any  date,  equal  to:  (a)  the lesser of:  (i) the
Export-Related  Borrowing  Base  and  (ii)  the lesser of:  (A) the Maximum Exim
Revolving  Credit  and  (B)  the  Maximum  Revolving Credit less the outstanding
amount of Non-Exim Revolving Loans and Non-Exim Letter of Credit Accommodations,
minus (b) the amount of all then outstanding and unpaid Exim Revolving Loans and
-----
Exim  Letter  of  Credit  Accommodations.
"Exim  Facility"  shall  mean  the  Exim  Revolving Loans and the Exim Letter of
Credit  Accommodations  provided  under  this  Agreement  to  the extent all the
conditions  under  Section  4.3  have  been  satisfied.
"Exim Guarantee" shall mean the Master Guaranty Agreement issued by Exim in form
and  substance  satisfactory to Agent which guarantees to Agent, for the benefit
of  the  Revolving  Lenders,  the outstanding amount of any Exim Revolving Loans
and/or Exim Letter of Credit Accommodations (or such portion thereof as shall be
acceptable  to  Agent  and  Required  Revolving  Lenders).
                                       18
<PAGE>
"Exim  Guarantee  Documents"  shall  mean,  collectively,  the  Exim  Borrower
Agreement,  the  Exim  Guarantee,  and  all  other  agreements,  documents  and
instruments  now  or  at  any  time hereafter executed and/or delivered by Exim,
Agent,  any Lender, Borrower or any Obligor in connection with the Exim Borrower
Agreement and Exim Guarantee, in each case as amended or otherwise modified from
time  to  time.
"Exim Letter of Credit Accommodations" shall mean, collectively, (a) the letters
of  credit, merchandise purchase or other guaranties which are from time to time
either  issued  or  opened by Agent or any Lender for the account of Borrower or
any  Obligor  or  (b)  with  respect  to  which  Agent or Lenders have agreed to
indemnify  the issuer or guaranteed to the issuer the performance by Borrower or
any  Obligor  of  its  obligations  to  such issuer; sometimes being referred to
herein  individually  as  "Exim  Letter  of  Credit Accommodation", in each case
provided  under  Section 2.2(a)(ii) hereof and in each case supported by an Exim
Guarantee.
"Exim  Primary  Collateral" shall mean the Collateral designated under the terms
of  the Exim Guarantee Documents as constituting primary collateral securing the
Exim  Revolving  Loans  and  the  Exim  Letter  of  Credit  Accommodations.
"Exim  Revolving  Loans"  shall  mean  the  loans now or hereafter made by or on
behalf  of  any  Revolving  Lender  or by Agent for the account of any Revolving
Lender on a revolving basis pursuant to the Credit Facility (involving advances,
repayments  and  readvances) as set forth in Section 2.1(b) hereof and which are
supported  by  an  Exim  Guarantee.
"Existing  Lenders"  shall  mean  the  lenders  to Borrower and its Subsidiaries
listed  on Schedule 1 hereto (and including LaSalle Bank National Association in
its  capacity  as  agent  acting  for  such  lenders)  and  their  respective
predecessors,  successors  and  assigns.
"Existing  Letters  of  Credit"  shall mean, collectively, the letters of credit
issued  for the account of Borrower or a Guarantor or for which Borrower or such
Guarantor is otherwise liable listed on Schedule 2 hereto, as the same now exist
or may hereafter be amended, modified, supplemented, extended, renewed, restated
or  replaced.
"Export-Related  Borrowing  Base" shall mean the "Export-Related Borrowing Base"
(as  defined  in  the Exim Borrower Agreement) less such Reserves as Agent shall
establish.
"Export-Related  Account  Receivable"  shall  have  the meaning set forth in the
Exim  Borrower  Agreement.
"Export-Related Inventory" shall have the meaning set forth in the Exim Borrower
Agreement.
"Fair  and  Present  Fair  Saleable  Value"  shall  mean the amount which may be
realized  within  a reasonable time, either through collection or sale of assets
at  the  regular  market  value  on  an  ongoing  business  basis.
                                       19
<PAGE>
"Fee  Letter"  shall  mean  the  letter  agreement, dated as of the date hereof,
between  Borrower  and  Agent, setting forth certain fees payable by Borrower to
Agent  for  the  benefit of itself, Revolving Lenders and/or Ableco, as the case
may  be,  as  the  same  now  exists  or  may  hereafter  be  amended, modified,
supplemented,  extended,  renewed,  restated  or  replaced.
"Financing  Agreements"  shall mean, collectively, this Agreement and all notes,
guarantees,  security agreements, deposit account control agreements, investment
property  control agreements, intercreditor agreements and all other agreements,
documents and instruments now or at any time hereafter executed and/or delivered
by  Borrower  or  any  Obligor  in connection with this Agreement and including,
without  limitation,  the  Exim  Guarantee  Documents.
"Fiscal  Month"  means for any fiscal year of Borrower, each of the twelve-month
periods set forth for such fiscal year on Schedule 6 hereto which schedule shall
be updated by Borrower on the first Business Day of December of each fiscal year
(commencing  on  December  1,  2005) to reflect the twelve Fiscal Months for the
immediately  following  fiscal  year.
"Fixed Asset Amount" shall mean, as of any date of determination, the amount, as
reasonably determined by Agent, to be the lesser (a) $15,000,000; or (b) the sum
of  (x)  eighty  percent (80%) of the appraised net orderly liquidation value of
Eligible  Equipment  as  determined  by  Agent  pursuant  to  the  most recently
delivered  appraisal  received by Agent prior to the date hereof (the "Equipment
Sublimit")  plus  (y)  sixty percent (60%) of the appraised fair market value of
Eligible  Real  Property  as  determined  by Agent pursuant to the most recently
delivered  appraisal  received  by  Agent  prior  to  the date hereof (the "Real
Property  Sublimit"), in each case under clause (b), as reduced (or increased in
the  case  of  the Equipment Sublimit) from time to time pursuant to Section 2.4
and  Section  9.9(h).
"Fixed  Charge  Coverage  Ratio"  shall  mean,  with respect to Borrower and its
Subsidiaries  on a consolidated basis for any fiscal period, the ratio of EBITDA
to  Fixed  Charges.
"Fixed  Charges"  shall mean, with respect to Borrower and its Subsidiaries on a
consolidated basis for any fiscal period, without duplication, (a) the aggregate
of  all  Interest  Expense for such period, plus (b) principal payments, capital
lease  payments,  reimbursement  obligations  and redemption obligations paid in
cash,  whether  paid  or accrued, of Indebtedness which are scheduled to be paid
during such period, and including any mandatory prepayments of such Indebtedness
(but  excluding  the first $12,500,000 of prepayments under the Indenture to the
extent  such  prepayments  are made in accordance with Section 9.23 hereof) plus
(c)  the  cash portion of any capital expenditures determined in accordance with
GAAP,  made during such period (to the extent not already included in clause (b)
above), plus (d) the cash portion of dividends or distributions paid by Borrower
during  such  period,  minus  (e)  cash proceeds received for Equipment and Real
Property  sold  by  Borrower or DMC to the extent such sales are permitted under
Section  9.7  and  the  terms  of  the Exim Guarantee Documents or are otherwise
approved  by  the  requisite  number  of  Lenders  and  Exim,  if  applicable.
"Foreign  Subsidiary" shall mean any Subsidiary of Borrower organized outside of
the  United  States.
                                       20
<PAGE>
"GAAP"  shall mean generally accepted accounting principles in the United States
of  America  as  in  effect  from  time to time as set forth in the opinions and
pronouncements  of the Accounting Principles Board and the American Institute of
Certified  Public  Accountants  and  the  statements  and  pronouncements of the
Financial  Accounting  Standards Board which are applicable to the circumstances
as  of the date of determination consistently applied, except that, for purposes
of  Sections 9.17 and 9.18 hereof, GAAP shall be determined on the basis of such
principles  in  effect  on the date hereof and consistent with those used in the
preparation  of  the most recent audited financial statements delivered to Agent
prior  to  the  date  hereof.
"Governmental  Authority"  shall  mean  any  nation  or  government,  any state,
province,  or  other political subdivision thereof, any central bank (or similar
monetary  or regulatory authority) thereof, and any entity exercising executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to  government.
"Guarantor(s)"  shall  have  the  meaning  set  forth  in  the  Preamble hereof.
"Hazardous  Materials"  shall mean any hazardous, toxic or dangerous substances,
materials  and  wastes, including hydrocarbons (including naturally occurring or
man-made  petroleum  and  hydrocarbons),  flammable  explosives,  asbestos, urea
formaldehyde  insulation,  radioactive  materials,  biological  substances,
polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type
of  pollutants  or  contaminants  (including  materials  which include hazardous
constituents),  sewage,  sludge,  industrial  slag,  solvents  and/or  any other
similar  substances,  materials,  or  wastes and including any other substances,
materials  or  wastes  that  are or become regulated under any Environmental Law
(including  any  that  are  or become classified as hazardous or toxic under any
Environmental  Law).
"Indebtedness" shall mean, with respect to any Person, any liability, whether or
not contingent, (a) in respect of borrowed money (whether or not the recourse of
the  lender  is  to  the whole of the assets of such Person or only to a portion
thereof)  or  evidenced  by bonds, notes, debentures or similar instruments; (b)
representing  the  balance  deferred  and  unpaid  of  the purchase price of any
property  or  services  (except  any  such  balance  that constitutes an account
payable  to  a  trade  creditor (whether or not an Affiliate) created, incurred,
assumed  or guaranteed by such Person in the ordinary course of business of such
Person  in  connection  with  obtaining goods, materials or services that is not
overdue  by  more  than  ninety  (90)  days,  unless  the trade payable is being
contested  in good faith); (c) all obligations as lessee under leases which have
been,  or should be, in accordance with GAAP recorded as Capital Leases; (d) any
contractual  obligation,  contingent  or  otherwise, of such Person to pay or be
liable  for  the  payment  of  any  indebtedness described in this definition of
another  Person,  including, without limitation, any such indebtedness, directly
or indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise
acquire  such indebtedness, obligation or liability or any security therefor, or
to  provide funds for the payment or discharge thereof, or to maintain solvency,
assets,  level of income, or other financial condition; (e) all obligations with
respect  to  redeemable stock and redemption or repurchase obligations under any
Capital  Stock  or  other  equity  securities  issued  by  such  Person; (f) all
reimbursement  obligations  and other liabilities of such Person with respect to
surety  bonds  (whether  bid,  performance  or  otherwise),  letters  of credit,
banker's acceptances, drafts or similar documents or instruments issued for such
Person's account; (g) all indebtedness of such Person in respect of indebtedness
of another Person for borrowed money or indebtedness of another Person otherwise
                                       21
<PAGE>
described  in  this definition which is secured by any consensual lien, security
interest,  collateral  assignment, conditional sale, mortgage, deed of trust, or
other  encumbrance on any asset of such Person, whether or not such obligations,
liabilities  or  indebtedness are assumed by or are a personal liability of such
Person,  all  as of such time; (h) all obligations, liabilities and indebtedness
of  such Person (marked to market) arising under swap agreements, cap agreements
and  collar  agreements and other agreements or arrangements designed to protect
such  person  against  fluctuations  in  interest rates or currency or commodity
values;  and  (i)  all  obligations owed by such Person under License Agreements
with  respect  to non-refundable, advance or minimum guarantee royalty payments.
"Indenture"  shall  mean  that  certain Indenture dated November 1, 1997 between
Borrower  and  LaSalle  National  Bank,  as  trustee.
"Information Certificate" shall mean, collectively, the Information Certificates
of  Borrower  and  Guarantors  constituting Exhibit B hereto containing material
information with respect to Borrower and Guarantors, their respective businesses
and  assets  provided by Borrower and Guarantors to Agent in connection with the
preparation  of  this  Agreement  and  the  other  Financing  Agreements and the
financing  arrangements  provided  for  herein.
"Insolvency  Case"  shall  mean, as to any Person, any of the following: (i) any
case or proceeding with respect to such person under the Bankruptcy Code, or any
other  Federal,  State  or other bankruptcy, insolvency, reorganization or other
law  affecting creditors' rights or any other or similar proceedings seeking any
stay,  reorganization,  arrangement,  composition  or  readjustment  of  all  or
substantially all of the obligations and indebtedness of such person or (ii) any
proceeding  seeking  the  appointment  of  any receiver, trustee, administrator,
liquidator,  custodian  or  other  insolvency  official with similar powers with
respect  to  such  person or all or substantially all of its assets or (iii) any
proceeding  for  liquidation, dissolution or other winding up of the business of
such  person  or (iv) any general assignment for the benefit of creditors or any
general  marshaling  of  all  or substantially all of the assets of such person.
"Insolvency  Event"  shall  mean  the  commencement  of an Insolvency Case by or
against  Borrower  or  any  Obligor.
     "Intellectual  Property"  shall  mean,  as  to Borrower and each Guarantor,
Borrower's  and  such  Guarantor's  now owned and hereafter arising or acquired,
whether  statutory  or  based  in  common  law:  patents,  patent rights, patent
applications,  copyrights,  works  which  are  the subject matter of copyrights,
copyright  registrations  and applications, trademarks, trademark registrations,
trade  names,  trade  styles,  trademark  and  service  mark  applications;  all
extensions,  renewals,  reissues,  divisions,  continuations,  and
continuations-in-part  of  any  of  the  foregoing;  all rights to sue for past,
present  and  future infringement of, and collect damages related to, any of the
foregoing;  inventions, trade secrets, formulae, processes, compounds, drawings,
designs,  blueprints,  surveys,  reports,  manuals,  and  operating  standards;
goodwill  (including,  without  limitation,  any  goodwill  associated  with any
trademark  or  the license of any trademark); customer and other lists, business
plans  and any proprietary information in whatever form maintained; trade secret
rights,  copyright rights, rights in works of authorship, work for hire and work
product, domain names and domain name registration; software and contract rights
relating  to computer software programs, in whatever form created or maintained;
and  licenses  and  rights  to  use  any  and  all  of  the  foregoing.
                                       22
<PAGE>
     "Interest  Expense"  shall  mean,  with  respect  to  Borrower  and  its
Subsidiaries  on  a  consolidated  basis  for  any  fiscal period, cash interest
expense  of  such  Persons  determined  in accordance with GAAP for such period.
"Interest  Period"  shall  mean  for  any  Eurodollar  Rate  Loan,  a  period of
approximately  one  (1),  two  (2), or three (3) months duration as Borrower may
elect,  the  exact  duration  to  be determined in accordance with the customary
practice  in the applicable Eurodollar Rate market; provided, that, Borrower may
not  elect  an  Interest  Period  which  will  end  after  the  last  day of the
then-current  term  of  this  Agreement.
     "Interest  Rate"  shall  mean:
          (a)     Subject  to  clauses  (b)  and  (c) of this definition below:
          (i)     as  to Prime Rate Loans consisting of Revolving Loans, a rate
equal  to  the  Applicable  Margin  for Prime Rate Loans then in effect plus the
Prime  Rate,
          (ii)     as  to  Prime Rate Loans consisting of the Term Loan, a rate
equal  to eight (8.00%) percent per annum in excess of the Prime Rate, provided,
that,  the  Interest  Rate  with respect to the Term Loan shall not be less than
twelve  and  one  quarter  of  one  (12.25%)  percent  per annum or greater than
fourteen  and  one  half  of  one  (14.50%)  percent  per  annum  at  any  time.
          (iii)     as to Eurodollar Rate Loans, a rate equal to the Applicable
Margin  for  Eurodollar  Rate  Loans then in effect plus the Adjusted Eurodollar
Rate  (in  each  case,  based on the Eurodollar Rate applicable for the Interest
Period selected by Borrower, as in effect three (3) Business Days after the date
of receipt by Agent of the request of Borrower for such Eurodollar Rate Loans in
accordance  with the terms hereof, whether such rate is higher or lower than any
rate  previously  quoted  to  Borrower),  and
          (iv)     as  to  Letter of Credit Accommodations, a rate equal to the
Applicable  Margin  for  Letter  of  Credit  Accommodations  then  in  effect;
     (b)     If, in any month commencing after April 30, 2004, Borrower fails to
deliver  a  Borrowing  Base  Certificate reflecting the Borrowing Base as of the
last  Business  Day of the immediately preceding Fiscal Month in accordance with
Section  7.1(a)(i),  the  Applicable Margins shall be increased to their highest
levels (without regard to the amount of Excess Availability) effective as of the
first  Business  Day  of  such  month until such time as Borrower satisfies such
delivery  requirement  as  determined  by  Agent;  and
     (c)     Notwithstanding  anything  to the contrary contained in clauses (a)
and  (b)  of  this  definition,
                                       23
<PAGE>
          (i)     with  respect  to  Revolving  Loans  and  Letter  of  Credit
Accommodations,  the  Applicable Margin otherwise used to calculate the Interest
Rate  for  Prime  Rate  Loans,  Eurodollar  Rate  Loans  and  Letter  of  Credit
Accommodations  shall  be  the  highest  respective percentages set forth in the
definition  of the term Applicable Margin for each such category (without regard
to  the  amount  of  Excess Availability) plus in each case two percent (2%) per
annum,  at  Agent's option, without notice, (A) either (x) for the period on and
after  the  date  of  termination  or  non-renewal hereof until such time as all
Obligations  owing  to  Agent  and  Revolving  Lenders are indefeasibly paid and
satisfied in full in immediately available funds, or (y) for the period from and
after  the  date  of  the occurrence of any Event of Default, and for so long as
such  Event  of  Default  is  continuing  as  determined by Agent and (B) on the
Revolving  Loans  (or  any  portion thereof) to Borrower at any time outstanding
which  are  in  excess of the Borrowing Base, the Export-Related Borrowing Base,
the  Maximum  Revolving  Credit or the Maximum Exim Revolving Credit (whether or
not  such  excess(es) arise or are made with or without Agent's or any Revolving
Lender's  knowledge  or  consent  and  whether  made before or after an Event of
Default),  and
          (ii)     with  respect to the Term Loan, the Interest Rate applicable
thereto  shall  be  increased  by two (2%) percent per annum (which may possibly
increase  the  Interest  Rate  above  the limitation set forth in clause (a)(ii)
above),  at  Required  Term  Lenders' option without notice to Borrower, for the
period  (A)  from and after the effective date of termination hereof until Agent
and  Term  Lenders  have  received full and final payment of all outstanding and
unpaid  Term Loan Obligations owing to them (notwithstanding entry of a judgment
against  Borrower) and (B) from and after the date of the occurrence of an Event
of  Default  for  so  long  as  such  Event  of  Default  is  continuing.
"Inventory" shall mean, as to Borrower and each Guarantor, all of Borrower's and
such  Guarantor's  now  owned and hereafter existing or acquired goods, wherever
located,  which  (a) are leased by Borrower or such Guarantor as lessor; (b) are
held  by  Borrower  for  sale  or  lease  or to be furnished under a contract of
service;  (c)  are  furnished  by Borrower or such Guarantor under a contract of
service;  or  (d)  consist  of raw materials, work in process, finished goods or
materials  used  or  consumed  in  its  business.
"Inventory  Loan  Limit"  shall  mean  an  amount  equal  to  $30,000,000.
"Investment  Property  Control Agreement" shall mean an agreement in writing, in
form  and  substance  satisfactory to Agent, by and among Agent, Borrower or any
Guarantor  (as  the  case  may  be)  and  any securities intermediary, commodity
intermediary  or  other  person  who  has  custody, control or possession of any
investment  property  of  Borrower  or  such  Guarantor  acknowledging that such
securities  intermediary,  commodity  intermediary  or other person has custody,
control  or  possession  of such investment property on behalf of Agent, that it
will  comply  with  entitlement  orders originated by Agent with respect to such
investment  property,  or  other  instructions of Agent, or (as the case may be)
apply  any value distributed on account of any commodity contract as directed by
Agent,  in  each case, without the further consent of Borrower or such Guarantor
and  including  such  other  terms  and  conditions  as  Agent  may  require.
"Lenders"  shall  mean  the  lenders  that are signatories hereto as Lenders and
other  persons  made  a  party  to this Agreement as a Lender in accordance with
Section 13.6 hereof, and their respective successors and assigns; each sometimes
being  referred  to  herein  individually  as  a  "Lender".
                                       24
<PAGE>
"Letter  of  Credit  Accommodations"  shall  mean  Exim  Letter  of  Credit
Accommodations  and  Non-Exim  Letter  of  Credit  Accommodations.
"License  Agreements"  shall  have the meaning set forth in Section 8.11 hereof.
"Loans"  shall mean the Revolving Loans, the Special Agent Advances and the Term
Loans.
"Margin  Stock"  means "margin stock" as such term is defined in Regulation T, U
or  X  of  the  Federal  Reserve  Board.
"Material  Adverse  Effect"  shall  mean  a  material  adverse effect on (a) the
financial  condition,  business,  performance  or operations of Borrower or  the
legality,  validity  or  enforceability  of  this  Agreement or any of the other
Financing  Agreements; (b) the legality, validity, enforceability, perfection or
priority  of  the security interests and liens of Agent upon the Collateral; (c)
the  Collateral  or  its  value,  (d)  the  ability  of  Borrower  to  repay the
Obligations  or  of  Borrower to perform its obligations under this Agreement or
any  of  the  other Financing Agreements as and when to be performed; or (e) the
ability  of  Agent  or any Lender to enforce the Obligations or realize upon the
Collateral  or  otherwise  with  respect to the rights and remedies of Agent and
Lenders  under  this  Agreement  or  any  of  the  other  Financing  Agreements.
"Material  Contract"  shall mean (a) any contract or other agreement (other than
the  Financing  Agreements),  written  or  oral,  of  Borrower  or any Guarantor
involving  monetary  liability  of  or  to  any Person in an amount in excess of
$250,000 in any fiscal year and (b) any other contract or other agreement (other
than  the  Financing  Agreements), whether written or oral, to which Borrower or
any Guarantor is a party as to which the breach, nonperformance, cancellation or
failure  to  renew  by  any  party thereto would have a Material Adverse Effect.
"Maximum  Credit"  shall  mean,  at  any  time, the lesser of (a) the sum of the
Maximum  Revolving  Credit  and  the aggregate principal amount of the Term Loan
outstanding  and  (b)  the  sum of eighty-five (85%) percent of the consolidated
book  value  of the net accounts receivable  and sixty-five (65%) percent of the
consolidated  book  value  of  the  inventory  of  Borrower  and its "Restricted
Subsidiaries",  in each case determined in accordance with "GAAP" (as such terms
are  defined  in  the  Indenture).
"Maximum  Exim  Revolving  Credit"  shall mean an amount approved by Exim not to
exceed  $5,000,000.
"Maximum  Revolving Credit" shall initially mean $65,000,000 as may be increased
in  $5,000,000 increments pursuant to Section 2.6 but not to exceed $75,000,000.
"Maximum  Term  Credit"  shall  mean  $12,500,000.
"Mortgages" shall mean, individually and collectively, each of the following (as
the  same  now  exist  or  may  hereafter  be  amended,  modified, supplemented,
extended,  renewed, restated or replaced):  (a) the Mortgage, dated of even date
herewith,  by  Borrower  in favor of Agent with respect to the Real Property and
related  assets  of  Borrower  located at 1004 East Illinois Street, Assumption,
IL, (b) the Mortgage, dated of even date herewith, by Borrower in favor of Agent
                                       25
<PAGE>
with  respect to the Real Property and related assets of Borrower located at 901
North Main Street, Paris,  IL, (c) the Mortgage, dated of even date herewith, by
Borrower  in favor of Agent with respect to the Real Property and related assets
of  Borrower located at 106 Marshall Drive, Newton,  IL, (d) the Mortgage, dated
of  even  date  herewith, by Borrower in favor of Agent with respect to the Real
Property  and  related  assets  of  Borrower  located  at  110-110  South Coles,
Vandalia,  IL,  (e)  the  Mortgage,  dated of even date herewith, by Borrower in
favor  of Agent with respect to the Real Property and related assets of Borrower
located  at  5204  4th Avenue South, Clear Lake,  IA, (f) the Mortgage, dated of
even  date  herewith,  by  Borrower  in  favor of Agent with respect to the Real
Property and related assets of Borrower located at 630 High Street, Geneva,  IN,
(g)  the  Mortgage,  dated  of even date herewith, by Borrower in favor of Agent
with respect to the Real Property and related assets of Borrower located at 3520
9th Avenue, S.W., Watertown,  SD, (h) the Mortgage, dated of even date herewith,
by  Borrower  in  favor  of  Agent with respect to the Real Property and related
assets  of  Borrower  located  at  11523  Highway  70,  Proctor,  AZ and (i) the
Mortgage,  dated  of  even  date  herewith,  by  Borrower in favor of Agent with
respect to the Real Property and related assets of Borrower located at 210 South
1st  Street,  Hampton,  NE.
"Multiemployer  Plan"  shall  mean a "multi-employer plan" as defined in Section
3(37)  of  ERISA  which  is  or  was  at any time during the current year or the
immediately preceding six (6) years contributed to by Borrower, any Guarantor or
any  ERISA  Affiliate.
"Net  Amount"  shall mean, with respect to the Eligible Accounts or the Eligible
FarmPro  Accounts, the gross amount of the Eligible Accounts or Eligible FarmPro
Accounts, as applicable, less (a) sales, excise or similar taxes included in the
amount thereof and (b) returns, discounts, claims, credits and allowances of any
nature  at  any  time  issued, owing, granted, outstanding, available or claimed
with  respect  thereto.
"Net  Orderly Liquidation Value" means, with respect to Inventory, the estimated
net recovery value as determined by Agent in good faith based on the most recent
appraisal delivered in accordance with Section 7.3, which reflects the estimated
net  cash  value  expected  by  the  appraiser  to  be  derived  from  a sale or
disposition  at  a  liquidation  or going-out-of-business sale of such Inventory
after  deducting  all  costs,  expenses  and  fees  attributable to such sale or
disposition,  including, without limitation, all fees, costs and expenses of any
liquidator(s)  engaged  to  conduct  such  sale or disposition and all costs and
expenses  of  removing  and  delivering  the  same  to  a  purchaser.
"Net  Orderly  Liquidation  Value  Factor"  means  the  ratio of the Net Orderly
Liquidation  Value  to  the  book value of Inventory, expressed as a percentage.
The  Net  Orderly  Liquidation  Value  Factor shall be determined as of the date
hereof  based  on  the appraisal delivered prior to the date hereof and shall be
updated  pursuant  to  appraisals  delivered  under  Section  7.3.
                                                     ------------
"Non-Exim  Letter  of  Credit  Accommodations" shall mean, collectively, (a) the
letters  of credit, merchandise purchase or other guaranties which are from time
to  time  either  issued  or  opened  by  Agent or any Lender for the account of
Borrower  or  any  Obligor  or  (b)  with respect to which Agent or Lenders have
agreed  to  indemnify  the issuer or guaranteed to the issuer the performance by
Borrower  or  any  Obligor  of  its  obligations to such issuer; sometimes being
referred  to  herein individually as "Non-Exim Letter of Credit Accommodations",
in  each  case  provided  under  Section  2.2(a)(i)  hereof.
                                       26
<PAGE>
"Non-Exim  Revolving  Loans" shall mean the loans now or hereafter made by or on
behalf  of  any  Revolving  Lender  or by Agent for the account of any Revolving
Lender on a revolving basis pursuant to the Credit Facility (involving advances,
repayments  and  readvances)  as  set  forth  in  Section  2.1(a)  hereof.
"Non-Exim  Excess  Availability"  shall  mean,  as  to  Borrower, the amount, as
determined  by Agent, calculated at any date, equal to:  (a) the lesser of:  (i)
the  Borrowing  Base  and  (ii)  the  Maximum  Revolving  Credit  less  the then
outstanding  amount  of  Exim  Revolving  Loans  and  Exim  Letter  of  Credit
Accommodations,  minus (b) the amount of all then outstanding Non-Exim Revolving
                 -----
Loans  and  Non-Exim  Letter  of  Credit  Accommodations.
"Obligations"  shall mean any and all Loans, Letter of Credit Accommodations and
all  other  obligations,  liabilities and indebtedness of every kind, nature and
description  owing  by Borrower and Guarantors to Agent or any Lender and/or any
of  their  Affiliates,  including  principal, interest, charges, fees, costs and
expenses,  however  evidenced, whether as principal, surety, endorser, guarantor
or  otherwise,  arising  under  this  Agreement  or  any  of the other Financing
Agreements  or  pursuant  to  any  Product  Obligations, whether now existing or
hereafter  arising,  whether  arising before, during or after the initial or any
renewal  term  of  this  Agreement  or  after  the commencement of any case with
respect  to Borrower or any Guarantor under the United States Bankruptcy Code or
any  similar  statute (including the payment of interest and other amounts which
would  accrue  and  become due but for the commencement of such case, whether or
not  such  amounts  are  allowed or allowable in whole or in part in such case),
whether direct or indirect, absolute or contingent, joint or several, due or not
due,  primary or secondary, liquidated or unliquidated, or secured or unsecured.
"Obligor"  shall  mean any guarantor, endorser, acceptor, surety or other person
liable on or with respect to the Obligations or who is the owner of any property
which  is  security  for  the  Obligations  (including,  without  limitation,
Guarantors),  other  than  Borrower.
"Participant"  shall  mean any Person that acquires and holds a participation in
the  interest  of  any  Lender  in  any  of  the  Loans  and  Letter  of  Credit
Accommodations  in  conformity  with  the  provisions  of  Section  13.6 of this
Agreement  governing  participations.
"Participant  Register"  shall  have  the  meaning set forth in Section 13.6(h).
"Permitted  Bond  Repurchase"  shall  have the meaning set forth in Section 9.23
hereof.
"Permitted Holders" shall mean the persons listed on Schedule 3 hereto and their
respective  successors  and  assigns.
"Person"  or  "person"  shall  mean  any  individual,  sole  proprietorship,
partnership,  corporation  (including  any corporation which elects subchapter S
status  under  the  Code),  limited  liability  company,  limited  liability
partnership,  business  trust,  unincorporated  association,  joint  stock
corporation,  trust,  joint  venture  or  other  entity or any government or any
agency  or  instrumentality  or  political  subdivision  thereof.
                                       27
<PAGE>
"Plan"  means  an  employee  benefit  plan (as defined in Section 3(3) of ERISA)
which  Borrower  or  any Guarantor sponsors, maintains, or to which it makes, is
making, or is obligated to make contributions, or in the case of a Multiemployer
Plan has made contributions at any time during the immediately preceding six (6)
plan  years.
"Prime  Rate"  shall  mean  the  rate  from  time  to time publicly announced by
Reference  Bank,  or  its  successors,  as  its  prime rate, whether or not such
announced  rate  is  the  best  rate  available  at  such  bank.
"Prime  Rate Loans" shall mean any Loans or portion thereof on which interest is
payable  based  on  the  Prime  Rate  in  accordance  with  the  terms  thereof.
"Priority  Event" shall mean the occurrence of any one or more of the following:
(a)  the  occurrence  and  continuance  of  an  Event  of  Default under Section
10.1(a)(i) hereof with respect to Borrower's failure to pay any of the Revolving
Loan  Obligations  arising pursuant to the Revolving Loans (including principal,
interest,  fees  and  expenses  attributable  thereto);  (b)  the occurrence and
continuance  of an Event of Default under Sections 10.1(g) or 10.1(h) hereof; or
(c)  the  occurrence of any other Event of Default and the acceleration by Agent
of  the  payment of all or a material portion of the Revolving Loan Obligations,
in  each  case  after  giving  effect  to  any  applicable cure periods, if any.
"Product  Obligations"  shall mean every obligation of Borrower or any Guarantor
under  and  in  respect of any one or more of the following types of services or
facilities  extended  to  Borrower  or any Guarantor by Agent, any Lender or any
Affiliate  of  any  Lender  or  Agent: (i) credit cards, (ii) cash management or
related  services  including  the automatic clearing house transfer of funds for
the  account of Borrower or any Guarantor pursuant to agreement or overdraft and
(iii)  cash  management,  including  controlled  disbursement  services.
"Pro  Rata  Share"  shall  mean:
     (a)     as  to  any  Lender,  the  fraction (expressed as a percentage) the
numerator  of  which is such Lender's Commitment and the denominator of which is
the aggregate amount of all of the Commitments of Lenders, as adjusted from time
to  time  in  accordance  with  the provisions of Section 13.6 hereof; provided,
that, if the Commitments have been terminated, the numerator shall be the unpaid
amount  of  such  Lender's  Loans  and  its  interest  in  the  Letter of Credit
Accommodations  and  the denominator shall be the aggregate amount of all unpaid
Loans  and  Letter  of  Credit  Accommodations;
(b)     as to any Revolving Lender, the fraction (expressed as a percentage) the
numerator  of  which  is  such  Revolving  Lender's Revolving Commitment and the
denominator of which is the aggregate amount of all of the Revolving Commitments
of  Revolving  Lenders,  as  adjusted  from  time to time in accordance with the
provisions  of Section 13.6 hereof; provided, that, if the Revolving Commitments
have been terminated, the numerator shall be the unpaid amount of such Revolving
Lender's Revolving Loans and its interest in the Letter of Credit Accommodations
and  the denominator shall be the aggregate amount of all unpaid Revolving Loans
and  Letter  of  Credit  Accommodations;
                                       28
<PAGE>
(c)     as  to  any  Term  Lender,  the  percentage obtained by dividing (i) the
aggregate  outstanding  principal  balance  of  the  Term Loan held by that Term
Lender  by  (ii)  the outstanding principal balance of the Term Loan held by all
Term  Lenders;  and
          (d)     notwithstanding  clauses  (a),  (b) and (c) above or any other
provision  of this Agreement, to the extent the term "Pro Rata Share" is used to
describe  the  rights  of  a  Lender  to  interest,  repayments or other amounts
hereunder,  then, subject to any priority in application of proceeds pursuant to
Section  6.4  hereof,  the  term  "Pro Rata Share" shall mean, as of any date of
determination,  the fraction (expressed as a percentage), the numerator of which
is  the  amount  equal  to  the outstanding amount of all Loans and interests in
Letter  of  Credit  Accommodations owing to such Lender as of such date, and the
denominator of which is the outstanding amount of all Loans and Letter of Credit
Accommodations  owing  to  all  Lenders  as  of  such  date.
"Real Property" shall mean all now owned and hereafter acquired real property of
Borrower  and  each  Guarantor, including leasehold interests, together with all
buildings,  structures, and other improvements located thereon and all licenses,
easements  and  appurtenances  relating thereto, wherever located, including the
real  property  and related assets more particularly described in the Mortgages.
"Real  Property  Sublimit" shall have the meaning set forth in the definition of
Fixed  Asset  Amount.
"Receivables"  shall mean all of the following now owned or hereafter arising or
acquired  property  of  Borrower  and  each Guarantor: (a) all Accounts; (b) all
interest,  fees,  late charges, penalties, collection fees and other amounts due
or  to  become  due or otherwise payable in connection with any Account; (c) all
payment  intangibles  of  Borrower  or  such  Guarantor; (d)  letters of credit,
indemnities,  guarantees, security or other deposits and proceeds thereof issued
payable  to  Borrower  or any Guarantor or otherwise in favor of or delivered to
Borrower  or  any  Guarantor  in  connection  with any Account; or (e) all other
accounts,  contract  rights,  chattel  paper,  instruments,  notes,  general
intangibles  and  other forms of obligations owing to Borrower or any Guarantor,
whether  from  the  sale  and lease of goods or other property, licensing of any
property  (including  Intellectual  Property  or  other  general  intangibles),
rendition  of services or from loans or advances by Borrower or any Guarantor or
to  or  for  the benefit of any third person (including loans or advances to any
Affiliates or Subsidiaries of Borrower or any Guarantor) or otherwise associated
with any Accounts, Inventory or general intangibles of Borrower or any Guarantor
(including, without limitation, choses in action, causes of action, tax refunds,
tax  refund  claims,  any  funds  which  may  become  payable to Borrower or any
Guarantor  in  connection  with  the  termination  of any Plan or other employee
benefit plan and any other amounts payable to Borrower or any Guarantor from any
Plan  or  other  employee  benefit  plan, rights and claims against carriers and
shippers,  rights  to  indemnification,  business  interruption  insurance  and
proceeds  thereof,  casualty  or any similar types of insurance and any proceeds
thereof  and  proceeds  of  insurance  covering  the lives of employees on which
Borrower  or  any  Guarantor  is  a  beneficiary).
"Records"  shall  mean, as to Borrower and each Guarantor, all of Borrower's and
such  Guarantor's  present  and future books of account of every kind or nature,
purchase  and sale agreements, invoices, ledger cards, bills of lading and other
shipping evidence, statements, correspondence, memoranda, credit files and other
                                       29
<PAGE>
data  relating to the Collateral or any account debtor, together with the tapes,
disks,  diskettes  and  other  data and software storage media and devices, file
cabinets  or  containers  in or on which the foregoing are stored (including any
rights  of  Borrower  or  any Guarantor with respect to the foregoing maintained
with  or  by  any  other  person).
"Reference  Bank"  shall mean Wachovia Bank, National Association, or such other
bank  as  Agent  may  from  time  to  time  designate.
"Register"  shall  have  the  meaning  set  forth  in  Section  13.6  hereof.
"Registered  Term  Note"  shall  have  the  meaning  set forth in Section 2.3(c)
hereof.
"Renewal  Date"  shall  have  the  meaning  set  forth  in  Section 13.1 hereof.
"Required  Lenders" shall mean, at any time, those Lenders whose Pro Rata Shares
aggregate sixty-six and two-thirds (66%) percent or more of the aggregate of the
Commitments  of  all  Lenders, or if the Commitments shall have been terminated,
Lenders  to  whom  at  least  sixty-six and two-thirds (66%) percent of the then
outstanding  Obligations  are  owing;  provided,  that  to  the  extent only the
                                       --------
Revolving  Lenders  have Obligations outstanding under this Agreement, "Required
Lenders"  shall  mean,  at  any  time, those Lenders whose Revolving Commitments
aggregate  seventy  (70%)  percent  or  more  of  the aggregate of the Revolving
Commitments  of  all  Lenders,  or  if the Revolving Commitments shall have been
terminated,  Lenders  to  whom  at  least  seventy  (70%)  percent  of  the then
outstanding  Obligations  are  owing.
"Required  Revolving  Lenders"  shall mean, at any time, those Revolving Lenders
whose  Revolving  Commitments  aggregate  seventy  (70%)  percent or more of the
aggregate  of  the  Revolving  Commitments  of  all Revolving Lenders, or if the
Revolving  Commitments  shall have been terminated, Revolving Lenders to whom at
least  seventy  (70%) percent of the then outstanding Revolving Loan Obligations
are  owing.
"Required  Term Lenders" shall mean, at any time, those Term Lenders who hold at
least  fifty-one  (51%)  percent of the aggregate outstanding Term Loan balance.
"Reserves" shall mean as of any date of determination, such amounts as Agent may
from  time  to  time  establish  and revise in good faith reducing the amount of
Revolving  Loans  and  Letter  of Credit Accommodations which would otherwise be
available  to  Borrower  under the lending formulas provided for herein:  (a) to
reflect events, conditions, contingencies or risks which, as determined by Agent
in  good  faith,  adversely  affect,  or  would  have a reasonable likelihood of
adversely  affecting,  either  (i) the Collateral or any other property which is
security  for  the  Obligations  or  its  value  or (ii) the assets, business or
prospects  of  Borrower or any Obligor or (iii) the security interests and other
rights  of  Agent or any Lender in the Collateral (including the enforceability,
perfection  and  priority  thereof  and  the  absence  of  any Collateral Access
Agreement  required  to  be  obtained  under  this  Agreement) or (b) to reflect
Agent's  good  faith  belief that any collateral report or financial information
furnished  by  Borrower  or any Obligor to Agent is or may have been incomplete,
inaccurate  or  misleading in any material respect or (c) to reflect outstanding
Letter  of  Credit  Accommodations  as  provided in Section 2.2 hereof or (d) in
                                       30
<PAGE>
respect of any state of facts which Agent determines in good faith constitutes a
Default  or  an Event of Default or (e) to reflect reserves required to be taken
by  Agent under the terms of the Exim Guarantee Documents.  Without limiting the
generality  of  the  foregoing,  Reserves  may  be  established  to reflect that
dilution  with  respect  to  the  Accounts  (based on the ratio of the aggregate
amount of non-cash reductions in Accounts for any period to the aggregate dollar
amount  of the sales of Borrower for such period) as calculated by Agent for any
period  is  or is reasonably anticipated to be greater than five (5%) percent or
to  reflect  that  the orderly liquidation value of the Equipment or fair market
value  of  any  of  the Real Property as set forth in the most recent acceptable
appraisals  received by Agent with respect thereto has declined so that the then
outstanding  principal  amount  of the Term Loans is greater than the applicable
percentages  with respect to such appraised values as Agent used in establishing
the  original  principal  amount  of the Term Loans multiplied by such appraised
values.  To  the  extent Agent may revise the lending formulas used to determine
the  Borrowing  Base or Exim-Related Borrowing Base or establish new criteria or
revise  existing  criteria  for  Eligible  Accounts,  Eligible  Inventory,
Export-Related  Accounts Receivable or Export-Related Inventory so as to address
any  circumstances,  condition, event or contingency in a manner satisfactory to
Agent,  Agent shall not establish a Reserve for the same purpose.  The amount of
any  Reserve  established  by  Agent shall have a reasonable relationship to the
event,  condition  or  other  matter  which  is  the  basis  for such reserve as
determined  by  Agent  in  good faith.  Notwithstanding anything to the contrary
stated  herein,  Reserves  shall  not  include  Bond  Repurchase  Reserves.
"Revolving Commitment" shall mean, at any time, as to each Revolving Lender, the
principal  amount  set  forth  next  to  such Lender's name on Schedule 4 hereto
designated  as  the  Revolving Commitment or on Schedule 1 to the Assignment and
Acceptance  Agreement pursuant to which such Revolving Lender became a Revolving
Lender  hereunder  in  accordance with the provisions of Section 13.6 hereof, as
the  same may be adjusted from time to time in accordance with the terms hereof;
sometimes  being  collectively  referred  to  herein as "Revolving Commitments".
"Revolving  Lenders"  shall  mean  those  Lenders having a Revolving Commitment.
"Revolving  Loan  Obligations" shall mean all Obligations owing to the Revolving
Lenders  under  this  Agreement  or  any  other  Financing  Agreement.
"Revolving  Loans" shall mean Exim Revolving Loans and Non-Exim Revolving Loans.
"Secured Funded Debt" means with respect to any Person, without duplication, (a)
all  Loans  and  Letter  of  Credit Accommodations outstanding as of any date of
determination  plus  (b)  all  other  secured  Indebtedness  for  borrowed money
evidenced  by  notes,  bonds,  debentures,  or similar evidences of Indebtedness
which by its terms matures more than one year from, or is directly or indirectly
renewable  or  extendible  at  such  Person's option under a revolving credit or
similar  agreement  obligating  the  lender  or  lenders to extend credit over a
period  of  more  than  one  year  from,  the  date  of  creation  thereof.
"Solvent"  shall mean, at any time with respect to any Person, that at such time
such  Person  (a)  is  able  to  pay its debts as they mature and has (and has a
reasonable  basis  to  believe it will continue to have) sufficient capital (and
not  unreasonably  small  capital)  to carry on its business consistent with its
practices  as  of  the  date  hereof,  and (b) the assets and properties of such
                                       31
<PAGE>
Person  at  a fair valuation (and including as assets for this purpose at a fair
valuation  all  rights  of  subrogation, contribution or indemnification arising
pursuant  to  any  guarantees  given  by  such  Person)  are  greater  than  the
Indebtedness  of  such  Person,  and  including  subordinated  and  contingent
liabilities  computed at the amount which, such person has a reasonable basis to
believe,  represents  an  amount  which  can reasonably be expected to become an
actual  or matured liability (and including as to contingent liabilities arising
pursuant  to  any  guarantee  the  face  amount  of such liability as reduced to
reflect  the  probability  of  it  becoming  a  matured  liability).
"Special  Agent  Advances"  shall  have  the  meaning set forth in Section 12.11
hereof.
"Specified  Amounts"  shall have the meaning set forth in Section 6.4(a) hereof.
"Specified  Default"  shall  mean an Event of Default under Sections 10.1(a)(i),
10.1(g),  10.1(h)  and  10.1(a)(iii)  (to  the extent arising as a result of the
failure  to  comply  with  Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, 9.17, 9.22,
9.23  or  9.25  hereof), in each case after giving effect to all applicable cure
periods.
"Standstill  Period"  shall  mean the 120 day period commencing on the date that
Agent  receives  a  written  notice  executed and delivered by the Required Term
Lenders of a Specified Default, demanding the accelerated payment by Borrower of
all  Term  Loan  Obligations  and  requesting  that  Agent  commence one or more
Enforcement  Actions.
"Subsidiary"  or  "subsidiary"  shall  mean,  with  respect  to  any Person, any
corporation,  limited  liability company, limited liability partnership or other
limited  or  general partnership, trust, association or other business entity of
which  an  aggregate  of at least a majority of the outstanding Capital Stock or
other  interests  entitled  to vote in the election of the board of directors of
such  corporation  (irrespective  of  whether, at the time, Capital Stock of any
other class or classes of such corporation shall have or might have voting power
by  reason  of  the  happening  of any contingency), managers, trustees or other
controlling  persons,  or  an  equivalent  controlling interest therein, of such
Person  is, at the time, directly or indirectly, owned by such Person and/or one
or  more  subsidiaries  of  such  Person.
"Tax  Distributions" shall have the meaning set forth in Section 9.11(c) hereof.
"Term  Commitment"  shall  mean,  at  any  time,  as  to  each  Term Lender, the
outstanding  principal  balance  of  the  Term  Loan  held  by such Term Lender.
"Term  Lenders"  shall  mean  those  Lenders  having  a  Term  Commitment.
"Term  Loan"  shall  have  the  meaning  set  forth  in  Section  2.3(a) hereof.
                                       32
<PAGE>
"Term  Loan  Obligations"  shall  mean all Obligations owing to the Term Lenders
under  this  Agreement  or  any  other  Financing  Agreement.
"Term  Loan  Termination  Date"  shall  mean  October  31,  2006.
"Trigger  Event"  shall  mean  at  any  time  (a) an Event of Default shall have
occurred  and/or  (b)  Excess  Availability  shall  be  less  than  $10,000,000;
provided,  that  a  Trigger  Event  shall  remain  in  existence until Agent has
determined  that  (i)  Excess Availability has exceeded $10,000,000 for four (4)
consecutive  weekly  periods  (with  each such weekly period ending on a Friday)
following  the occurrence of such Trigger Event and (ii) no Event of Default has
occurred  or  continues  to  exist  during  such four (4) week period; provided,
further,  that  if a Trigger Event has been declared by Agent three (3) times in
any 360 day period, any subsequent Trigger Event to occur in such 360 day period
shall  remain  in existence until Agent has determined that the requirements set
forth  in  clauses  (i) and (ii) in this definition have been satisfied for four
(4)  consecutive  weekly  periods  commencing  after  the  sixtieth  (60th)  day
following  the  occurrence  of  such  subsequent  Trigger  Event.
"UCC"  shall  mean  the  Uniform  Commercial  Code  as in effect in the State of
Illinois, and any successor statute, as in effect from time to time (except that
terms  used herein which are defined in the Uniform Commercial Code as in effect
in  the  State  of  Illinois  on the date hereof shall continue to have the same
meaning  notwithstanding  any replacement or amendment of such statute except as
Agent  may  otherwise  determine).
"Value"  shall  mean,  as  determined  by  Agent  in good faith, with respect to
Inventory,  the  lower  of  (a)  cost  computed on a first-in first-out basis in
accordance  with  GAAP  or (b) market value; provided, that, for purposes of the
calculation  of  the  Borrowing  Base,  (i) the Value of the Inventory shall not
include:  (A)  the  portion of the value of Inventory equal to the profit earned
by  any  Affiliate  on  the  sale  thereof  to  Borrower  or  (B)  write-ups  or
write-downs  in  value  with  respect  to  currency  exchange  rates  and  (ii)
notwithstanding  anything  to  the  contrary  contained  herein, the cost of the
Inventory  shall  be  computed  in  the same manner and consistent with the most
recent  appraisal  of  the Inventory received and accepted by Agent prior to the
date  hereof,  if  any.
"Voting  Stock"  shall  mean  with  respect  to  any Person, (a) one (1) or more
classes of Capital Stock of such Person having general voting powers to elect at
least a majority of the board of directors, managers or trustees of such Person,
irrespective  of whether at the time Capital Stock of any other class or classes
have  or  might have voting power by reason of the happening of any contingency,
and  (b)  any  Capital  Stock of such Person convertible or exchangeable without
restriction  at  the  option  of  the  holder thereof into Capital Stock of such
Person  described  in  clause  (a)  of  this  definition.
"WIP Limit" shall mean $10,000,000 as of the date hereof, reduced by $104,166.67
on  the first day of each month (commencing on December 1, 2003) but in no event
shall  the  WIP  Limit  be  less  than  $7,500,000.
SECTION  2.     CREDIT  FACILITIES
                ------------------
     2.1     Revolving  Loans.
     (a)     Non-Exim  Revolving  Loans.  (i)  Subject to and upon the terms and
             --------------------------
conditions  contained  herein, each Revolving Lender severally (and not jointly)
agrees  to  fund its Pro Rata Share of Non-Exim Revolving Loans to Borrower from
time  to  time  in amounts requested by Borrower up to the amount outstanding at
any time equal to the lesser of:  (A) the Borrowing Base at such time or (B) the
                                       33
<PAGE>
Maximum  Revolving Credit at such time minus the aggregate amount of outstanding
Exim  Revolving  Loans  and  Letter  of  Credit  Accommodations.
               (ii)     Agent  may,  in its discretion, from time to time, upon
not  less  than  five  (5)  days  prior  notice  to Borrower, reduce the lending
formulas  with respect to Eligible Inventory to the extent that Agent determines
in  good  faith  that:  (A)  the number of days of the turnover of the Inventory
for  any  period  has  adversely  changed  or  (B)  the liquidation value of the
Eligible  Inventory,  or  any  category  thereof,  has  decreased, including any
decrease  attributable  to  a  change  in  the  nature,  quality  or  mix of the
Inventory.  The  amount  of  any  decrease  in the lending formulas shall have a
reasonable  relationship  to  the  event, condition or circumstance which is the
basis  for  such  decrease as determined by Agent in good faith.  In determining
whether  to  reduce the lending formulas, Agent may consider events, conditions,
contingencies  or  risks  which  are  also  considered  in  determining Eligible
Accounts,  Eligible  Inventory  or  in  establishing  Reserves.
          (iii)     Except  in  Agent's  discretion,  with  the  consent of all
Revolving  Lenders, or as otherwise provided herein, but subject to Section 12.8
hereof,  in  the  event  that  the  aggregate  principal  amount of the Non-Exim
Revolving  Loans and Non-Exim Letter of Credit Accommodations outstanding exceed
the Borrowing Base or the Maximum Revolving Credit minus the aggregate amount of
outstanding  Exim  Revolving  Loans and Exim Letter of Credit Accommodations, or
the  aggregate  principal amount of Non-Exim Revolving Loans and Non-Exim Letter
of  Credit  Accommodations based on Eligible Inventory exceed the Inventory Loan
Limit or the aggregate amount of the outstanding Letter of Credit Accommodations
exceed  the  sublimit  for  Letter of Credit Accommodations set forth in Section
2.2(e),  such  event  shall  not  limit, waive or otherwise affect any rights of
Agent  or Revolving Lenders in such circumstances or on any future occasions and
Borrower shall, upon demand by Agent, which may be made at any time or from time
to  time,  immediately  repay  to Agent the entire amount of any such excess for
which  payment  is  demanded.
     (b)     Exim  Revolving  Loans.  (i)  Subject  to  and  upon  the terms and
             ----------------------
conditions  contained  herein, each Lender severally (and not jointly) agrees to
fund its Pro Rata Share of Exim Revolving Loans to Borrower from time to time in
amounts  requested by Borrower up to the amount outstanding at any time equal to
the  lesser  of:  (A)  the  Export-Related  Borrowing Base at such time, (B) the
Maximum  Exim  Revolving  Credit  or  (C) the Maximum Revolving Credit minus the
aggregate  amount  of  outstanding Non-Exim Revolving Loans and Letter of Credit
Accommodations  at  such  time.
               (ii)     Except  in  Agent's discretion, with the consent of all
Revolving  Lenders,  or  as  otherwise  provided  herein,  in the event that the
aggregate  principal  amount  of  Exim Revolving Loans and Exim Letter of Credit
Accommodations outstanding exceed (x) the Export-Related Borrowing Base, (y) the
Maximum  Exim  Revolving  Credit  or  (z) the Maximum Revolving Credit minus the
aggregate  amount of outstanding Non-Exim Revolving Loans and Non-Exim Letter of
Credit Accommodations, such event shall not limit, waive or otherwise affect any
rights  of  Agent  or  Revolving  Lenders in such circumstances or on any future
occasions  and  Borrower  shall,  upon demand by Agent, which may be made at any
time  or  from time to time, immediately repay to Agent the entire amount of any
such  excess  for  which  payment  is  demanded.
                                       34
<PAGE>
     2.2     Letter  of  Credit  Accommodations.
     (a)     (i)  Subject to and upon the terms and conditions contained herein,
at the request of Borrower, Agent agrees, for the ratable risk of each Revolving
Lender  according  to  its  Pro  Rata  Share, to provide or arrange for Non-Exim
Letter of Credit Accommodations for the account of Borrower containing terms and
conditions  acceptable to Agent and the issuer thereof.  Any payments made by or
on  behalf of Agent or any Revolving Lender to any issuer thereof and/or related
parties in connection with the Non-Exim Letter of Credit Accommodations provided
to or for the benefit of Borrower shall constitute additional Non-Exim Revolving
Loans  to  Borrower  pursuant  to  this  Section  2.
     (i)     hidden  level
(ii)     Subject  to  and upon the terms and conditions contained herein, at the
request of Borrower, Agent agrees, for the ratable risk of each Revolving Lender
according to its Pro Rata Share, to provide or arrange for Exim Letter of Credit
Accommodations  for  the  account  of  Borrower  containing terms and conditions
acceptable  to  Agent and the issuer thereof.  Any payments made by or on behalf
of Agent or any Revolving Lender to any issuer thereof and/or related parties in
connection  with  the  Letter  of  Credit  Accommodations provided to or for the
benefit of Borrower shall constitute additional Exim Revolving Loans to Borrower
pursuant  to  this  Section  2.
     (b)     In addition to any charges, fees or expenses charged by any bank or
issuer  in  connection  with the Letter of Credit Accommodations, Borrower shall
pay  to Agent, for the benefit of Revolving Lenders, a letter of credit fee at a
rate  equal  to the Interest Rate on the daily outstanding balance of the Letter
of  Credit Accommodations for the immediately preceding month (or part thereof),
payable  in  arrears  as  of the first day of each succeeding month, except that
Agent  may,  and upon the written direction of Required Revolving Lenders shall,
require  Borrower  to  pay to Agent for the ratable benefit of Revolving Lenders
such  letter of credit fee, at a rate equal to the otherwise applicable Interest
Rate  plus  two  (2.0%) percent per annum on such daily outstanding balance for:
(i)  the  period  from  and after the date of termination hereof until Agent and
Revolving  Lenders  have  received  full  and  final  payment of all Obligations
(notwithstanding  entry of a judgment against Borrower) and (ii) the period from
and  after the date of the occurrence of an Event of Default for so long as such
Event  of  Default  is continuing as determined by Agent.  Such letter of credit
fee shall be calculated on the basis of a three hundred sixty (360) day year and
actual days elapsed and the obligation of Borrower to pay such fee shall survive
the  termination  of  this  Agreement.
(c)     Borrower shall give Agent two (2) Business Days' prior written notice of
Borrower's  request  for the issuance of a Letter of Credit Accommodation.  Such
notice  shall  be  irrevocable  and  shall specify whether such Letter of Credit
Accommodation  is an Exim Letter of Credit Accommodation or a Non-Exim Letter of
Credit  Accommodation  the  original  face  amount  of  the  Letter  of  Credit
Accommodation requested, the effective date (which date shall be a Business Day)
of  issuance  of  such  requested  Letter  of Credit Accommodation, whether such
Letter  of  Credit  Accommodations may be drawn in a single or in partial draws,
the  date  on  which  such requested Letter of Credit Accommodation is to expire
(which  date  shall  be  a  Business  Day), the purpose for which such Letter of
Credit  Accommodation  is  to  be  issued,  and the beneficiary of the requested
Letter  of  Credit  Accommodation.  Borrower  shall  attach  to  such notice the
proposed  form  of  the  Letter  of  Credit  Accommodation.
                                       35
<PAGE>
(d)     In  addition  to  being  subject  to  the satisfaction of the applicable
conditions  precedent  contained  in  Section  4  hereof and the other terms and
conditions  contained  herein,  no  Letter  of  Credit  Accommodations  shall be
available  unless each of the following conditions precedent have been satisfied
in  a  manner  satisfactory  to Agent:  (i) Borrower shall have delivered to the
proposed issuer of such Letter of Credit Accommodation at such times and in such
manner  as  such  proposed  issuer  may  require,  an  application,  in form and
substance  satisfactory  to  such proposed issuer and Agent, for the issuance of
the  Letter  of Credit Accommodation and such other documents as may be required
pursuant  to the terms thereof, and the form and terms of the proposed Letter of
Credit  Accommodation  shall  be satisfactory to Agent and such proposed issuer,
(ii)  as  of  the  date  of issuance, no order of any court, arbitrator or other
Governmental  Authority  shall  purport by its terms to enjoin or restrain money
center  banks  generally  from  issuing letters of credit of the type and in the
amount  of  the  proposed  Letter  of  Credit Accommodation, and no law, rule or
regulation  applicable  to  money  center  banks  generally  and  no  request or
directive  (whether  or  not  having  the  force  of  law) from any Governmental
Authority with jurisdiction over money center banks generally shall prohibit, or
request  that the proposed issuer of such Letter of Credit Accommodation refrain
from,  the  issuance  of  letters  of  credit  generally or the issuance of such
Letters  of  Credit  Accommodation;  and  (iii)  the Exim Excess Availability or
Non-Exim Excess Availability, as applicable, of Borrower, prior to giving effect
to  any  Reserves  with  respect to such Letter of Credit Accommodations, on the
date  of  the proposed issuance of any Letter of Credit Accommodations, shall be
equal  to or greater than: (A) if the proposed Letter of Credit Accommodation is
for  the  purpose  of  purchasing  Eligible Inventory or Eligible Export-Related
Inventory,  as  applicable,  and the documents of title with respect thereto are
consigned  to  the  issuer,  the  sum of (1) the percentage equal to one hundred
(100%)  percent  minus  the  then applicable percentage with respect to Eligible
Inventory  or Eligible Export-Related Inventory, as applicable, set forth in the
definition  of  the  term  Borrowing  Base  or Export-Related Borrowing Base, as
applicable,  multiplied  by  the  Value  of  such Eligible Inventory or Eligible
Export-Related Inventory, as applicable, plus (2) freight, taxes, duty and other
amounts  which  Agent  estimates  must be paid in connection with such Inventory
upon  arrival  and  for  delivery  to  one  of Borrower's locations for Eligible
Inventory or Eligible Export-Related Inventory, as applicable, within the United
States  of America and (B) if the proposed Letter of Credit Accommodation is for
any  other  purpose or the documents of title are not consigned to the issuer in
connection  with  a Letter of Credit Accommodation for the purpose of purchasing
Inventory,  an  amount  equal  to  one hundred (100%) percent of the face amount
thereof and all other commitments and obligations made or incurred by Agent with
respect  thereto.  Effective  on  the issuance of each Non-Exim Letter of Credit
Accommodation, a Reserve shall be established in the applicable amount set forth
in  Section  2.2(d)(iii)(A)  or  Section  2.2(d)(iii)(B)  and  effective  on the
issuance  of  each Exim Letter of Credit Accommodation, Agent shall reserve from
the  Export-Related  Borrowing  Base, the applicable amount set forth in Section
2.2(d)(iii)(A)  or  Section  2.2(d)(iii)(B).
(e)     Except in Agent's discretion, with the consent of all Revolving Lenders,
the  amount  of  all  outstanding  Letter of Credit Accommodations and all other
commitments and obligations made or incurred by Agent or any Revolving Lender in
connection  therewith  shall  not  at  any  time  exceed  $15,000,000.
                                       36
<PAGE>
(f)     Borrower  and  Guarantors  shall  indemnify and hold Agent and Revolving
Lenders  harmless  from  and  against  any  and  all  losses,  claims,  damages,
liabilities,  costs  and expenses which Agent or any Revolving Lender may suffer
or  incur  in  connection  with  any  Letter  of  Credit  Accommodations and any
documents, drafts or acceptances relating thereto, including any losses, claims,
damages,  liabilities,  costs and expenses due to any action taken by any issuer
or  correspondent with respect to any Letter of Credit Accommodation, except for
such  losses,  claims, damages, liabilities, costs or expenses that are a direct
result  of  the gross negligence or willful misconduct of Agent or any Revolving
Lender  as  determined  pursuant  to  a final non-appealable order of a court of
competent  jurisdiction.  Borrower  and  each  Guarantor  assumes all risks with
respect  to  the  acts  or  omissions  of the drawer under or beneficiary of any
Letter  of  Credit Accommodation and for such purposes the drawer or beneficiary
shall be deemed Borrower's agent.  Borrower and each Guarantor assumes all risks
for,  and agrees to pay, all foreign, Federal, State and local taxes, duties and
levies  relating  to any goods subject to any Letter of Credit Accommodations or
any  documents,  drafts  or acceptances thereunder.  Borrower and each Guarantor
hereby  releases and holds Agent and Revolving Lenders harmless from and against
any  acts, waivers, errors, delays or omissions, whether caused by Borrower, any
Guarantor,  by  any  issuer  or  correspondent  or  otherwise with respect to or
relating  to any Letter of Credit Accommodation, except for the gross negligence
or willful misconduct of Agent or any Revolving Lender as determined pursuant to
a  final,  non-appealable  order  of  a  court  of  competent jurisdiction.  The
provisions  of  this Section 2.2(f) shall survive the payment of Obligations and
the  termination  of  this  Agreement.
(g)     In  connection  with  Inventory  purchased  pursuant to Letter of Credit
Accommodations,  Borrower and Guarantors shall, at Agent's request, instruct all
suppliers, carriers, forwarders, customs brokers, warehouses or others receiving
or  holding  cash,  checks,  Inventory,  documents or instruments in which Agent
holds  a  security  interest  to deliver them to Agent and/or subject to Agent's
order, and if they shall come into Borrower's or such Guarantor's possession, to
deliver  them,  upon Agent's request, to Agent in their original form.  Borrower
and  Guarantors shall also, at Agent's request, designate Agent as the consignee
on  all  bills  of  lading  and  other  negotiable and non-negotiable documents.
(h)     Borrower  and  each  Guarantor hereby irrevocably authorizes and directs
any  issuer  of  a  Letter  of  Credit  Accommodation  to  name Borrower or such
Guarantor  as the account party therein and to deliver to Agent all instruments,
documents  and  other  writings  and property received by issuer pursuant to the
Letter of Credit Accommodations and to accept and rely upon Agent's instructions
and agreements with respect to all matters arising in connection with the Letter
of Credit Accommodations or the applications therefor.  Nothing contained herein
shall  be  deemed  or  construed to grant Borrower or any Guarantor any right or
authority  to  pledge the credit of Agent or any Revolving Lender in any manner.
Agent  and Revolving Lenders shall have no liability of any kind with respect to
any Letter of Credit Accommodation provided by an issuer other than Agent or any
Revolving Lender unless Agent has duly executed and delivered to such issuer the
application  or  a  guarantee or indemnification in writing with respect to such
Letter  of  Credit Accommodation.  Borrower and Guarantors shall be bound by any
reasonable  interpretation  made  in good faith by Agent, or any other issuer or
correspondent  under or in connection with any Letter of Credit Accommodation or
any  documents,  drafts  or  acceptances  thereunder,  notwithstanding that such
interpretation  may  be  inconsistent  with  any instructions of Borrower or any
Guarantor.  Agent  shall have the sole and exclusive right and authority to, and
Borrower and Guarantors shall not: (i) at any time an Event of Default exists or
has  occurred  and  is  continuing,  (A)  approve  or  resolve  any questions of
non-compliance  of  documents,  (B)  give  any  instructions as to acceptance or
rejection  of any documents or goods or (C) execute any and all applications for
                                       37
<PAGE>
steamship  or airway guaranties, indemnities or delivery orders, and (ii) at all
times  (provided  that  if  no  Event  of  Default has occurred, Agent shall not
exercise  any  of  the  following  unless  agreed to by Borrower), (A) grant any
extensions  of the maturity of, time of payment for, or time of presentation of,
any  drafts,  acceptances,  or  documents,  and  (B)  agree  to  any amendments,
renewals,  extensions,  modifications,  changes  or  cancellations of any of the
terms or conditions of any of the applications, Letter of Credit Accommodations,
or documents, drafts or acceptances thereunder or any letters of credit included
in  the  Collateral.  Agent  may  take such actions either in its own name or in
Borrower's  name  or  in  any  Guarantor's  name.
(i)     Any  rights,  remedies,  duties  or obligations granted or undertaken by
Borrower  or any Guarantor to any issuer or correspondent in any application for
any  Letter  of  Credit  Accommodation,  or  any other agreement in favor of any
issuer or correspondent relating to any Letter of Credit Accommodation, shall be
deemed to have been granted or undertaken by Borrower or such Guarantor to Agent
for  the  ratable  benefit  of  Revolving  Lenders.  Any  duties  or obligations
undertaken  by  Agent  to any issuer or correspondent in any application for any
Letter  of Credit Accommodation, or any other agreement by Agent in favor of any
issuer  or  correspondent  to  the  extent  relating  to  any  Letter  of Credit
Accommodation,  shall  be  deemed  to  have  been  undertaken  by  Borrower  and
Guarantors to Agent for the ratable benefit of Revolving Lenders and to apply in
all  respects  to  Borrower  and  Guarantors.
(j)     Immediately  upon  the  issuance  or  amendment  of any Letter of Credit
Accommodation,  each  Revolving  Lender  shall be deemed to have irrevocably and
unconditionally  purchased  and  received,  without  recourse  or  warranty,  an
undivided  interest  and  participation to the extent of such Revolving Lender's
Pro  Rata  Share  of  the  liability  with  respect  to  such  Letter  of Credit
Accommodation  (including,  without  limitation,  all  Obligations  with respect
thereto).
(k)     Borrower  is  irrevocably  and  unconditionally  obligated,  without
presentment, demand or protest, to pay to Agent any amounts paid by an issuer of
a  Letter  of  Credit  Accommodation  with  respect  to  such  Letter  of Credit
Accommodation (whether through the borrowing of Non-Exim Revolving Loans or Exim
Revolving  Loans  in accordance with Section 2.2(a) or otherwise).  In the event
that  Borrower  fails  to pay Agent on the date of any payment under a Letter of
Credit Accommodation in an amount equal to the amount of such payment, Agent (to
the  extent  it  has actual notice thereof) shall promptly notify each Revolving
Lender  of  the  unreimbursed  amount  of such payment and each Revolving Lender
agrees, upon one (1) Business Day's notice, to fund to Agent the purchase of its
participation  in  such Letter of Credit Accommodation in an amount equal to its
Pro Rata Share of the unpaid amount.  The obligation of each Revolving Lender to
deliver to Agent an amount equal to its respective participation pursuant to the
foregoing  sentence  is  absolute and unconditional and such remittance shall be
made  notwithstanding the occurrence or continuance of any Event of Default, the
failure to satisfy any other condition set forth in Section 4 or any other event
or  circumstance.  If  such  amount  is not made available by a Revolving Lender
when  due,  Agent  shall  be entitled to recover such amount on demand from such
Revolving  Lender  with interest thereon, for each day from the date such amount
was  due  until  the date such amount is paid to Agent at the interest rate then
payable  by  Borrower in respect of Loans that are Prime Rate Loans as set forth
in  Section  3.1(a)  hereof.
                                       38
<PAGE>
     2.3     Term  Loan.
     (a)     Subject  to  and upon the terms and conditions contained herein, in
addition  to  the  Revolving  Loans  and  Letter  of Credit Accommodations under
Sections  2.1 and 2.2 hereof, as a one-time accommodation to Borrower, each Term
Lender  severally  (and not jointly) agrees to fund its Pro Rata Share of a term
loan  to  Borrower  in  the original principal amount of $12,500,000 on the date
hereof  (the  "Term  Loan").  The  Term  Loan is (i) to be repaid, together with
interest  and  other  amounts,  in  accordance with this Agreement and the other
Financing  Agreements  and (ii) secured by all of the Collateral (subject to the
application  of  proceeds  provisions  contained  herein).  The  entire  unpaid
principal  amount  of  the Term Loan and all accrued and unpaid interest thereon
shall be due and payable on the earlier of the Term Loan Termination Date or the
acceleration  of the Obligations.  Except for the making of the Term Loan as set
forth  in this Section, Borrower shall have no right to request and Term Lenders
shall  have  no obligation to make any additional loans or advances to Borrowers
under  this  Section and any repayments of the Term Loan shall not be subject to
any  readvance  to  or  reborrowing  by  Borrower.  The parties hereto agree and
acknowledge  that  proceeds  from  the  making of the Term Loan in the amount of
$12,500,000  shall  be applied to prepay the Revolving Loans initially funded on
the  date  hereof.
(b)     Borrower  may prepay the Term Loan at any time without penalty; provided
that,  (i) each such prepayment of the Term Loan shall be in a minimum principal
amount  of $1,000,000 and integral multiples of $100,000 in excess thereof, (ii)
no Event of Default shall exist immediately before, and immediately after giving
effect  to, such prepayment and (iii) Borrower shall have Excess Availability of
at  least  $10,000,000  after  giving  effect  to  such  prepayment.
(c)     Agent,  on  behalf  of  Borrower,  agrees to record the Term Loan on the
Register referred to in Section 13.6(b).  The Term Loan recorded on the Register
(the "Registered Term Loan") may not be evidenced by promissory notes other than
a  Registered  Term  Note  (as  defined below).  Upon the registration of a Term
Loan,  any  promissory  note  (other than a Registered Term Note) evidencing the
same  shall  be null and void and shall be returned to the Borrowers.  Borrowers
agree,  at  the request of Required Term Lenders, to execute and deliver to Term
Lenders  a  promissory  note in registered form to evidence such Registered Term
Loan  (i.e.,  containing registered note language) and registered as provided in
Section  13.6(b) hereof (a "Registered Term Note"), payable to the order of each
Term  Lender  and  otherwise duly completed.  Once recorded on the Register, the
Obligations  evidenced  by  such  Registered  Note  may  not be removed from the
Register  so  long as it remains outstanding, and a Registered Term Note may not
be  exchanged  for  a  promissory  note  that  is  not  a  Registered Term Note.
     2.4     Fixed  Asset  Amount
     .  The Equipment Sublimit (determined as of the date hereof and as adjusted
pursuant to the last sentence hereof) shall be reduced on the first Business Day
of  each  month,  commencing  on the first Business Day of December, 2003, by an
amount  sufficient  (assuming  a  like  repayment  each  month)  to  reduce such
Equipment  Sublimit  to  zero  ($0) by the first Business Day of November, 2009.
The  Real  Property Sublimit (determined as of the date hereof) shall be reduced
on the first Business Day of each month, commencing on the first Business Day of
                                       39
<PAGE>
December,  2003,  by an amount sufficient (assuming a like repayment each month)
to  reduce such Real Property Sublimit to zero ($0) by the first Business Day of
November, 2010.  Notwithstanding the foregoing, in the event of any disposition,
condemnation  or  casualty of Equipment or Real Property of Borrower pursuant to
Section  9.7  (or in the event of receipt of any condemnation awards or casualty
insurance  proceeds  in  respect  thereof), the value of which Equipment or Real
Property  has  been  included  in the Fixed Asset Amount, the Fixed Asset Amount
shall  be  reduced  on  the  date of such event by an amount equal to a fraction
(expressed  as  a  percentage)  where the numerator is the remaining Fixed Asset
Amount  and the denominator is the original Fixed Asset Amount (determined as of
the date hereof) multiplied by (a) in the case of such Equipment, 80% of the net
orderly  liquidation value of such Equipment (as determined by Agent on the date
hereof)  and  (b)  in  the case of such Real Property, 60% of the appraised fair
market  value of such Real Property (as determined by Agent on the date hereof),
and  such  reduction  shall be allocated to the installment reductions described
above  proportionally.  To  the  extent  any Equipment would be deemed "Eligible
Equipment"  but  for the fact that it is subject to a lease, upon written notice
provided  by  Borrower  to Agent stating that such lease has terminated and that
Borrower  owns such Equipment free and clear of any encumbrances or restrictions
(attaching to such notice applicable documentation evidencing the termination of
such lease and resulting ownership by Borrower), the Equipment Sublimit shall be
increased  by an amount equal to the difference between (x) eighty (80%) percent
of  the  appraised net orderly liquidation value of such Equipment as determined
by  Agent pursuant to the most recently delivered appraisals less (y) the amount
                                                             ----
under clause (x) that would have been amortized had such amount been included in
the  Equipment  Sublimit  on  the  date  hereof.
     2.5     Commitments
     .  The  aggregate  amount  of each Lender's Pro Rata Share of the Loans and
Letter  of  Credit  Accommodations  shall not exceed the amount of such Lender's
Commitment,  as the same may from time to time be amended in accordance with the
provisions  hereof.  If  at  any  time  the  outstanding  Obligations exceed the
Maximum  Credit,  Borrower  shall  immediately  prepay the Revolving Loans by an
amount  equal  to  the  amount  of  such  excess.
     2.6     Maximum  Revolving  Credit  Increases
     .  Borrower  may  elect to increase the Maximum Revolving Credit in minimum
increments  of $5,000,000; provided, that (a) Borrower shall have provided Agent
                           --------
with five (5) Business Days' prior written notice of such election, (b) no Event
of  Default  shall  have  occurred  and  be  continuing  immediately before, and
immediately  after giving effect to, such increase and (c) the Maximum Revolving
Credit  shall  in  no  event  exceed  $75,000,000.  An  election to increase the
Maximum  Revolving  Credit  shall be irrevocable and once increased, the Maximum
Revolving  Credit may not be reduced without the prior written consent of Agent.
SECTION  3.     INTEREST  AND  FEES
                -------------------
     3.1     Interest.
     (a)     Borrower  shall  pay to Agent, for the benefit of Lenders, interest
on  the  outstanding  principal  amount  of the Loans at the Interest Rate.  All
interest  accruing  hereunder  on  and after the date of any Event of Default or
termination  hereof  shall  be  payable  on  demand.
                                       40
<PAGE>
(b)     Borrower  may  from  time  to  time request Eurodollar Rate Loans or may
request  that  Prime  Rate  Loans  (other  than  the  Term Loan) be converted to
Eurodollar Rate Loans or that any existing Eurodollar Rate Loans continue for an
additional Interest Period.  Such request from Borrower shall specify the amount
of  the  Eurodollar  Rate  Loans  or  the  amount  of the Prime Rate Loans to be
converted to Eurodollar Rate Loans or the amount of the Eurodollar Rate Loans to
be  continued (subject to the limits set forth below) and the Interest Period to
be  applicable  to  such  Eurodollar  Rate  Loans.  Subject  to  the  terms  and
conditions  contained  herein, three (3) Business Days after receipt by Agent of
such  a request from Borrower, such Eurodollar Rate Loans shall be made or Prime
Rate  Loans  shall be converted to Eurodollar Rate Loans or such Eurodollar Rate
Loans  shall  continue,  as  the  case may be, provided, that, (i) no Default or
Event  of  Default shall exist or have occurred and be continuing, (ii) no party
hereto  shall  have  sent  any  notice  of  termination of this Agreement, (iii)
Borrower  shall  have complied with such customary procedures as are established
by  Agent  and  specified by Agent to Borrower from time to time for requests by
Borrower for Eurodollar Rate Loans, (iv) no more than eight (8) Interest Periods
may  be  in  effect  at any one time, (v) the aggregate amount of the Eurodollar
Rate Loans must be in an amount not less than $5,000,000 or an integral multiple
of  $1,000,000 in excess thereof, (vi) the maximum amount of the Eurodollar Rate
Loans  in  the  aggregate at any time requested by Borrower shall not exceed the
amount  equal  to  eighty  (80%)  percent  of the lowest principal amount of the
Revolving  Loans  which  it  is  anticipated  will  be  outstanding  during  the
applicable  Interest  Period,  as determined by Agent in good faith (but with no
obligation  of  Agent  or  Revolving  Lenders to make such Revolving Loans), and
(vii)  Agent  and  each Revolving Lender shall have determined that the Interest
Period  or  Adjusted  Eurodollar  Rate  is available to Agent and such Revolving
Lender  and  can  be  readily  determined as of the date of the request for such
Eurodollar  Rate  Loan by Borrower.  Any request by Borrower for Eurodollar Rate
Loans or to convert Prime Rate Loans to Eurodollar Rate Loans or to continue any
existing  Eurodollar  Rate Loans shall be irrevocable.  Notwithstanding anything
to  the  contrary  contained  herein,  Agent  and Revolving Lenders shall not be
required  to  purchase  United  States  Dollar  deposits in the London interbank
market  or  other  applicable Eurodollar Rate market to fund any Eurodollar Rate
Loans,  but  the  provisions  hereof  shall  be  deemed to apply as if Agent and
Revolving Lenders had purchased such deposits to fund the Eurodollar Rate Loans.
(c)     Any  Eurodollar  Rate  Loans  shall  automatically convert to Prime Rate
Loans  upon  the  last  day  of the applicable Interest Period, unless Agent has
received  and  approved a request to continue such Eurodollar Rate Loan at least
three  (3)  Business  Days  prior  to such last day in accordance with the terms
hereof.  Any  Eurodollar  Rate  Loans  shall,  at Agent's option, upon notice by
Agent  to  Borrower,  be subsequently converted to Prime Rate Loans in the event
that  this  Agreement  shall terminate or not be renewed.  Borrower shall pay to
Agent, for the benefit of Revolving Lenders, upon demand by Agent (or Agent may,
at  its  option,  charge  the  loan account of Borrower) any amounts required to
compensate any Lender or Participant for any loss (including loss of anticipated
profits), cost or expense incurred by such person, as a result of the conversion
of  Eurodollar  Rate Loans to Prime Rate Loans pursuant to any of the foregoing.
                                       41
<PAGE>
(d)     Interest  shall  be  payable  by  Borrower  to Agent, for the account of
Lenders,  monthly in arrears not later than the first day of each calendar month
and shall be calculated on the basis of a three hundred sixty (360) day year and
actual  days  elapsed.  The  interest  rate on non-contingent Obligations (other
than  Eurodollar  Rate  Loans)  shall increase or decrease by an amount equal to
each  increase  or  decrease in the Prime Rate effective on the first day of the
month  after  any change in such Prime Rate is announced based on the Prime Rate
in  effect  on the last day of the month in which any such change occurs.  In no
event  shall  charges  constituting  interest  payable  by Borrower to Agent and
Lenders exceed the maximum amount or the rate permitted under any applicable law
or  regulation,  and  if  any  such  part  or  provision of this Agreement is in
contravention  of  any  such  law or regulation, such part or provision shall be
deemed  amended  to  conform  thereto.
     3.2     Fees.
     (a)     Borrower  shall pay to Agent, for the account of Revolving Lenders,
monthly  an unused line fee at a rate equal to one quarter of one (.25%) percent
per  annum calculated upon the amount by which the Maximum Revolving Credit then
in  effect  exceeds  the  average  daily  principal  balance  of the outstanding
Revolving  Loans  and  Letter  of  Credit  Accommodations during the immediately
preceding  month  (or part thereof) while this Agreement is in effect and for so
long thereafter as any of the Obligations (other than Term Loan Obligations) are
outstanding,  which  fee  shall  be  payable  on  the first day of each month in
arrears.
(b)     With  respect  to  amounts,  up to the first $7,500,000, applied to make
Permitted  Bond  Repurchases  in  accordance  with Section 9.23 hereof, Borrower
agrees  to  pay to Ableco a bond repurchase fee equal to two (2%) percent of the
face  amount  of any bonds issued under the Indenture that are repurchased, such
fee  to  be  due  and  payable on the date of the consummation of such purchase.
(c)     Borrower  agrees to pay to Agent the other fees and amounts set forth in
the  Fee  Letter  and  the  Commitment  Letter  in  the amounts and at the times
specified  therein.
(d)     Borrower  agrees to immediately reimburse Agent upon demand for any fees
required to be paid by Agent or any of its affiliates to Exim in connection with
the  Exim  Guarantee  Documents.
     3.3     Changes  in  Laws  and  Increased  Costs  of  Loans.
     (a)     If  after  the  date  hereof,  either  (i) any change in, or in the
interpretation  of,  any  law  or  regulation  is introduced, including, without
limitation,  with  respect  to reserve requirements, applicable to Lender or any
banking  or  financial institution from whom any Lender borrows funds or obtains
credit  (a  "Funding  Bank"), or (ii) a Funding Bank or any Lender complies with
any  future  guideline  or  request  from any central bank or other Governmental
Authority  or (iii) a Funding Bank or any Lender determines that the adoption of
any applicable law, rule or regulation regarding capital adequacy, or any change
therein,  or  any  change in the interpretation or administration thereof by any
Governmental  Authority,  central  bank  or  comparable  agency charged with the
interpretation  or administration thereof has or would have the effect described
below,  or  a  Funding Bank or any Lender complies with any request or directive
regarding  capital adequacy (whether or not having the force of law) of any such
authority,  central  bank or comparable agency, and in the case of any event set
forth  in  this  clause  (iii), such adoption, change or compliance has or would
have  the  direct  or  indirect  effect  of  reducing  the rate of return on any
Lender's  capital as a consequence of its obligations hereunder to a level below
that  which  Lender  could  have  achieved  but  for  such  adoption,  change or
compliance  (taking  into  consideration the Funding Bank's or Lender's policies
with  respect  to  capital  adequacy)  by  an amount deemed by such Lender to be
material,  and  the  result  of any of the foregoing events described in clauses
                                       42
<PAGE>
(i),  (ii)  or  (iii)  is or results in an increase in the cost to any Lender of
funding  or  maintaining  the Loans or the Letter of Credit Accommodations, then
Borrower  and  Guarantors  shall  from  time to time upon demand by Agent pay to
Agent  additional amounts sufficient to indemnify Lenders against such increased
cost  on an after-tax basis (after taking into account applicable deductions and
credits  in  respect of the amount indemnified).  A certificate as to the amount
of  such  increased  cost  shall  be submitted to Borrower by Agent and shall be
conclusive,  absent  manifest  error.
(b)     If  prior  to the first day of any Interest Period, (i) Agent shall have
determined  in  good  faith (which determination shall be conclusive and binding
upon  Borrower  and  Guarantors)  that, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the
Eurodollar  Rate  for  such Interest Period, (ii) Agent has received notice from
the  Required  Revolving  Lenders  that  the Eurodollar Rate determined or to be
determined  for  such Interest Period will not adequately and fairly reflect the
cost  to Revolving Lenders of making or maintaining Eurodollar Rate Loans during
such  Interest  Period, or (iii) Dollar deposits in the principal amounts of the
Eurodollar  Rate Loans to which such Interest Period is to be applicable are not
generally available in the London interbank market, Agent shall give telecopy or
telephonic  notice  thereof  to  Borrower as soon as practicable thereafter, and
will  also give prompt written notice to Borrower when such conditions no longer
exist.  If  such  notice  is given (A) any Eurodollar Rate Loans requested to be
made on the first day of such Interest Period shall be made as Prime Rate Loans,
(B) any Loans that were to have been converted on the first day of such Interest
Period  to  or  continued  as  Eurodollar  Rate  Loans  shall be converted to or
continued  as  Prime  Rate  Loans  and (C) each outstanding Eurodollar Rate Loan
shall be converted, on the last day of the then-current Interest Period thereof,
to  Prime Rate Loans.  Until such notice has been withdrawn by Agent, no further
Eurodollar  Rate  Loans  shall  be made or continued as such, nor shall Borrower
have  the  right  to  convert  Prime  Rate  Loans  to  Eurodollar  Rate  Loans.
(c)     Notwithstanding  any  other  provision herein, if the adoption of or any
change  in  any  law,  treaty,  rule  or  regulation  or  final,  non-appealable
determination  of an arbitrator or a court or other Governmental Authority or in
the  interpretation or application thereof occurring after the date hereof shall
make  it  unlawful  for  Agent  or  any  Revolving  Lender  to  make or maintain
Eurodollar Rate Loans as contemplated by this Agreement, (i) Agent or such shall
promptly  give  written  notice  of such circumstances to Borrower (which notice
shall  be  withdrawn  whenever  such  circumstances  no  longer exist), (ii) the
commitment  of  such  Revolving  Lender hereunder to make Eurodollar Rate Loans,
continue  Eurodollar  Rate  Loans  as  such  and  convert  Prime  Rate  Loans to
Eurodollar  Rate  Loans  shall  forthwith be canceled and, until such time as it
shall  no  longer  be  unlawful  for  such  Revolving Lender to make or maintain
Eurodollar  Rate  Loans, such Revolving Lender shall then have a commitment only
to  make  a  Prime  Rate Loan when a Eurodollar Rate Loan is requested and (iii)
such  Revolving  Lender's  Revolving  Loans  then outstanding as Eurodollar Rate
Loans,  if  any,  shall  be  converted  automatically to Prime Rate Loans on the
respective  last  days of the then current Interest Periods with respect to such
Loans  or within such earlier period as required by law.  If any such conversion
of  a Eurodollar Rate Loan occurs on a day which is not the last day of the then
current  Interest Period with respect thereto, Borrower and Guarantors shall pay
to  such  Revolving  Lender such amounts, if any, as may be required pursuant to
Section  3.3(d)  below.
                                       43
<PAGE>
(d)     Borrower  and Guarantors shall indemnify Agent and each Revolving Lender
and  to  hold  Agent and each Revolving Lender harmless from any loss or expense
which  Agent  or  such Revolving Lender may sustain or incur as a consequence of
(i)  default  by Borrower in making a borrowing of, conversion into or extension
of  Eurodollar  Rate Loans after Borrower has given a notice requesting the same
in  accordance  with  the  provisions  of  this  Loan Agreement, (ii) default by
Borrower  in  making any prepayment of a Eurodollar Rate Loan after Borrower has
given  a notice thereof in accordance with the provisions of this Agreement, and
(iii)  the making of a prepayment of Eurodollar Rate Loans on a day which is not
the  last  day  of  an  Interest  Period  with respect thereto.  With respect to
Eurodollar  Rate  Loans, such indemnification may include an amount equal to the
excess,  if  any,  of (A) the amount of interest which would have accrued on the
amount  so  prepaid,  or  not so borrowed, converted or extended, for the period
from the date of such prepayment or of such failure to borrow, convert or extend
to  the last day of the applicable Interest Period (or, in the case of a failure
to  borrow,  convert or extend, the Interest Period that would have commenced on
the  date  of  such failure) in each case at the applicable rate of interest for
such  Eurodollar  Rate Loans provided for herein over (B) the amount of interest
(as  determined by such Agent or such Revolving Lender) which would have accrued
to  Agent  or such Lender on such amount by placing such amount on deposit for a
comparable  period  with leading banks in the interbank Eurodollar market.  This
covenant  shall survive the termination or non-renewal of this Agreement and the
payment  of  the  Obligations.
SECTION  4.     CONDITIONS  PRECEDENT
                ---------------------
     4.1     Conditions  Precedent  to  Initial  Loans  and  Letter  of  Credit
Accommodations
     .  Each  of  the  following  is  a condition precedent to Agent and Lenders
making  the  initial  Loans  and  providing  the  initial  Letter  of  Credit
Accommodations  hereunder:
     (a)     Agent  shall  have  received, in form and substance satisfactory to
Agent,  all releases, terminations and such other documents as Agent may request
to  evidence  and  effectuate  the  termination by the Existing Lenders of their
respective  financing  arrangements  with  Borrower  and  Guarantors  and  the
termination  and  release  by it or them, as the case may be, of any interest in
and  to  any  assets  and  properties  of  Borrower  and  each  Guarantor,  duly
authorized,  executed  and  delivered  by it or each of them, including, but not
limited  to,  (i)  UCC  termination  statements for all UCC financing statements
previously  filed  by  it or any of them or their predecessors, as secured party
and  Borrower  or  any  Guarantor,  as  debtor;  (ii)  the  replacement,  cash
collateralization  or issuance of a Letter of Credit Accommodation to secure the
Existing  Letters  of  Credit;  and  (iii)  satisfactions  and discharges of any
mortgages,  deeds  of trust or deeds to secure debt by Borrower or any Guarantor
in  favor  of  it  or  any  of  them,  in form acceptable for recording with the
appropriate  Governmental  Authority.
                                       44
<PAGE>
(b)     Agent  shall  have received, in form and substance satisfactory to Agent
and  its counsel, a duly executed copy of this Agreement and the other Financing
Agreements,  together  with such additional documents, instruments, opinions and
certificates  as  Agent  and  its counsel shall reasonably require in connection
therewith  from time to time (including, without limitation, all items set forth
in Exhibit E except to the extent such items are not required to be delivered on
the  date  hereof),  all  in  form  and  substance satisfactory to Agent and its
counsel.
(c)     all  requisite  corporate action and proceedings in connection with this
Agreement  and  the other Financing Agreements shall be satisfactory in form and
substance  to Agent, and Agent shall have received all information and copies of
all  documents,  including records of requisite corporate action and proceedings
which  Agent  may  have  requested in connection therewith, such documents where
requested  by  Agent  or  its  counsel  to be certified by appropriate corporate
officers  or  Governmental Authority (and including a copy of the certificate of
incorporation of Borrower and each Guarantor certified by the Secretary of State
(or  equivalent  Governmental Authority) which shall set forth the same complete
corporate  name  of  Borrower  or such Guarantor as is set forth herein and such
document as shall set forth the organizational identification number of Borrower
or  such  Guarantor,  if  one  is  issued in its jurisdiction of incorporation);
(d)     no  material  adverse change shall have occurred in the assets, business
or  prospects  of Borrower or any Obligor since the date of Agent's latest field
examination  (not  including  for  this  purpose the field review referred to in
clause  (g) below) and no change or event shall have occurred which would impair
the  ability  of Borrower or any Obligor to perform its obligations hereunder or
under  any  of the other Financing Agreements to which it is a party or of Agent
or  any  Lender  to  enforce  the  Obligations  or  realize upon the Collateral;
(e)     Borrower  and  its  Subsidiaries shall be in compliance, in all material
respects, with all applicable foreign and U.S. federal, state and local laws and
regulations,  including  all  applicable  environmental  laws  and  regulations;
(f)     All  necessary  governmental and material third party approvals required
in  connection  with  this  Agreement  shall  have been obtained and shall be in
effect;
(g)     Agent  shall have completed a field review of the Records and such other
information with respect to the Collateral as Agent may require to determine the
amount  of  Loans  available to Borrower (including, without limitation, current
perpetual  inventory  records  and/or  roll-forwards  of  Accounts and Inventory
through  the  date  of  closing  and  test  counts  of the Inventory in a manner
satisfactory  to  Agent,  together  with such supporting documentation as may be
necessary  or  appropriate, and other documents and information that will enable
Agent to accurately identify and verify the Collateral), the results of which in
each  case shall be satisfactory to Agent, not more than seven (7) Business Days
prior  to  the  date  hereof;
(h)     Agent  shall have received, in form and substance satisfactory to Agent,
all  consents,  waivers, acknowledgments and other agreements from third persons
which  Agent  may  deem  necessary  or desirable in order to permit, protect and
perfect its security interests in and liens upon the Collateral or to effectuate
the provisions or purposes of this Agreement and the other Financing Agreements,
including,  without  limitation,  Collateral  Access  Agreements  by  owners and
lessors  of leased premises of Borrower and each Guarantor and by processors and
warehouses  at  which  Collateral  is  located;
(i)     Excess  Availability as determined by Agent (based on the Borrowing Base
and  Export-Related  Borrowing  Base reflected in the most recent Borrowing Base
Certificate  delivered  to Agent on or prior to the date hereof), as of the date
hereof,  shall be not less than $10,000,000 after giving effect to (i) all Loans
made  or  to  be  made  and  the Letter of Credit Accommodations issued or to be
issued  in  connection  with  the closing of the transactions hereunder and (ii)
payment  of all fees and expenses in connection with the transactions under this
Agreement  and  the  other  Financing  Agreements;
                                       45
<PAGE>
(j)     Agent  shall have received, in form and substance satisfactory to Agent,
Deposit  Account  Control  Agreements  by  and  among  Agent,  Borrower and each
Guarantor,  as  the case may be, and each bank where Borrower or such Guarantor,
as  the  case  may  be,  has  a  deposit account, in each case, duly authorized,
executed  and delivered by such bank and Borrower or such Guarantor, as the case
may  be  (or  Agent  shall  be  the bank's customer with respect to such deposit
account  as  Agent  may  specify);
(k)     Agent  shall  have received evidence, in form and substance satisfactory
to  Agent,  that Agent has a valid perfected first priority security interest in
all  of  the  Collateral;
(l)     Agent  shall have received and reviewed lien and judgment search results
for  the  jurisdiction  of  incorporation  of  Borrower  and each Guarantor, the
jurisdiction  of  the  chief executive office of Borrower and each Guarantor and
all  jurisdictions in which assets of Borrower and Guarantors are located, which
search  results  shall  be  in  form  and  substance  satisfactory  to  Agent;
(m)     Agent  shall  have received environmental audits of the Real Property to
be  subject  to  the  Mortgages  conducted  by  an  independent  environmental
engineering  firm  acceptable  to  Agent,  and  in  form,  scope and methodology
satisfactory  to  Agent,  confirming  that (i) Borrower and each Guarantor is in
compliance  with  all  applicable Environmental Laws and (ii) the absence of any
material  environmental  problems;
(n)     Agent  shall have received, in form and substance satisfactory to Agent,
evidence of insurance coverage, including (i) casualty insurance certificates of
Borrower  and Guarantors naming Agent as an additional insured, (ii) mortgagee's
and  lender's  loss  payee  endorsements  in  favor  of Agent as to casualty and
business  interruption  insurance and containing all endorsements, assurances or
affirmative  coverage  requested  by  Agent  for protection of its interests and
(iii)  mortgagee's  title  insurance by a company and agent acceptable to Agent,
(A) insuring the priority, amount and sufficiency of the mortgage, deed of trust
or  deed to secure debt in favor of Agent on each parcel or real estate included
in  the  calculation  of the Borrowing Base, (B) insuring against (except to the
extent  waived  by  Agent)  matters  that  would be disclosed by surveys and (C)
containing  any endorsements and assurances of affirmative coverage requested by
Agent  for  protection  of  its  interests;
(o)     Agent  shall  have  received  originals  of  the  shares  of  the  stock
certificates  representing  (i)  all of the issued and outstanding shares of the
Capital  Stock of each Subsidiary of Borrower organized in the United States and
owned  by  Borrower  or  any  Guarantor  and  (ii)  66  2/3%  of  the issued and
outstanding shares of the Capital Stock of each Subsidiary of Borrower organized
outside the United States (other than Agromarau Industria E Commercio Ltda.) and
directly  owned  by  Borrower or any Guarantor, in each case together with stock
powers  duly  executed  in  blank  with  respect  thereto;
                                       46
<PAGE>
(p)     Agent  shall have received, in form and substance satisfactory to Agent,
such  opinion  letters of counsel to Borrower and Guarantors with respect to the
Financing  Agreements  and  such  other  matters  as  Agent  may  request;
(q)     the  other  Financing  Agreements  and  all  instruments  and  documents
hereunder  and  thereunder shall have been duly executed and delivered to Agent,
in  form  and  substance  satisfactory  to  Agent;
(r)     Agent  and  the  Term  Lenders  shall have received Borrower's financial
statements which confirm that EBITDA for the twelve month period ending July 31,
2003  exceeds  $18,000,000;  and
(s)     Agent  and  Ableco  shall have received payment of all fees and expenses
owing  to  them,  including  with  out limitation those fees due and owing under
Section  3.2.
     4.2     Conditions  Precedent  to  All  Loans  and  Letter  of  Credit
Accommodations
     .  Each  of the following is an additional condition precedent to the Loans
and/or  providing  Letter  of  Credit  Accommodations to Borrower, including the
initial  Loans  and  Letter  of  Credit  Accommodations and any future Loans and
Letter  of  Credit  Accommodations:
     (a)     all  representations  and  warranties  contained  herein and in the
other  financing  Agreements  shall be true and correct in all material respects
with the same effect as though such representations and warranties had been made
on  and  as  of  the date of the making of each such Loan or providing each such
Letter  of  Credit  Accommodation and after giving effect thereto, except to the
extent  that  such  representations and warranties expressly relate solely to an
earlier  date (in which case such representations and warranties shall have been
true  and  accurate  on  and  as  of  such  earlier  date);
(b)     no  law,  regulation,  order,  judgment  or  decree  of any Governmental
Authority  shall  exist,  and  no  action,  suit,  investigation,  litigation or
proceeding  shall be pending or threatened in any court or before any arbitrator
or  Governmental  Authority, which (i) purports to enjoin, prohibit, restrain or
otherwise  affect  (A) the making of the Loans or providing the Letter of Credit
Accommodations,  or  (B)  the  consummation  of  the  transactions  contemplated
pursuant  to  the  terms hereof or the other Financing Agreements or (ii) has or
has  a  reasonable  likelihood  of  having  a  Material  Adverse  Effect;  and
(c)     no  Default  or  Event  of  Default  shall exist or have occurred and be
continuing  on  and  as of the date of the making of such Loan or providing each
such  Letter  of  Credit  Accommodation  and  after  giving  effect  thereto.
     4.3     Additional  Conditions  Precedent  to Exim Revolving Loans and Exim
Letter  of  Credit  Accommodations
     .  Each  of  the following is an additional condition precedent to the Exim
Revolving Loans and/or providing Exim Letter of Credit Accommodations, including
the initial Exim Revolving Loans and initial Letter of Credit Accommodations and
any  future  Exim  Revolving  Loans  and  Exim  Letter of Credit Accommodations:
     (a)     Agent  shall have received a duly executed copy of each of the Exim
Guarantee  Documents,  together  with  such  additional  agreements,  documents,
instruments,  opinions  and  certificates  as  Exim  and  Agent shall require in
connection  therewith  from time to time, all in form and substance satisfactory
to  Exim,  Agent  and  Required  Revolving  Lenders;
                                       47
<PAGE>
(b)     All  other  conditions  and  requirements  for  the  making  of  an Exim
Revolving  Loan  and/or  an Exim Letter of Credit Accommodation, as set forth in
the  Exim Guarantee Documents, shall have been satisfied as determined by Agent;
(c)     Agent  and  the Revolving Lenders shall not otherwise be prohibited from
making  an  Exim  Revolving  Loan  or  providing  an  Exim  Letter  of  Credit
Accommodation  pursuant  to  the  terms  and  conditions  of  the Exim Guarantee
Documents;  and
(d)     Agent  shall  be  satisfied that the Exim Guarantee is in full force and
effect  and  that no defenses exist to the enforcement by Agent of the guarantee
provisions  under  the  Exim  Guarantee.
SECTION  5.     GRANT  AND  PERFECTION  OF  SECURITY  INTEREST
                ----------------------------------------------
     5.1     Grant  of  Security  Interest
     .  To  secure payment and performance of all Obligations, Borrower and each
Guarantor hereby grants to Agent, for itself and the ratable benefit of Lenders,
a  continuing security interest in, a lien upon, and a right of set off against,
and  hereby  assigns to Agent, for itself and the ratable benefit of Lenders, as
security,  all  personal  and  real  property  and fixtures (except for the real
property  and  fixtures located at Illinois Highway 133 in Paris, Illinois), and
interests  in property and fixtures, of Borrower and each Guarantor, whether now
owned or hereafter acquired or existing, and wherever located (together with all
other collateral security for the Obligations at any time granted by Borrower or
any  Obligor  to  or  held or acquired by Agent or any Lender, collectively, the
"Collateral"),  including,  without  limitation:
     (a)     all  Accounts;
(b)     all general intangibles, including, without limitation, all Intellectual
Property;
(c)     all  goods,  including,  without  limitation,  Inventory  and Equipment;
(d)     all  Real  Property  and  fixtures;
(e)     all  chattel  paper,  including,  without  limitation,  all tangible and
electronic  chattel  paper;
(f)     all  instruments,  including,  without limitation, all promissory notes;
(g)     all  documents;
(h)     all  deposit  accounts;
(i)     all  letters of credit, banker's acceptances and similar instruments and
including  all  letter-of-credit  rights;
                                       48
<PAGE>
(j)     all  supporting  obligations  and all present and future liens, security
interests,  rights,  remedies,  title  and  interest  in,  to  and in respect of
Receivables  and  other  Collateral,  including (i) rights and remedies under or
relating  to  guaranties,  contracts of suretyship, letters of credit and credit
and  other  insurance  related  to  the  Collateral,  (ii) rights of stoppage in
transit, replevin, repossession, reclamation and other rights and remedies of an
unpaid  vendor,  lienor  or  secured  party,  (iii) goods described in invoices,
documents,  contracts  or instruments with respect to, or otherwise representing
or  evidencing, Receivables or other Collateral, including returned, repossessed
and  reclaimed  goods,  and  (iv) deposits by and property of account debtors or
other  persons  securing  the  obligations  of  account  debtors;
(k)     all  (i) investment property (including securities, whether certificated
or  uncertificated,  securities  accounts,  security  entitlements,  commodity
contracts  or commodity accounts) and (ii) monies, credit balances, deposits and
other property of Borrower or any Guarantor now or hereafter held or received by
or  in transit to Agent, any Lender or its Affiliates or at any other depository
or  other  institution  from  or  for  the account of Borrower or any Guarantor,
whether for safekeeping, pledge, custody, transmission, collection or otherwise;
(l)     all  commercial  tort  claims,  including,  without  limitation,  those
identified  in  the  Information  Certificate;
(m)     to  the  extent  not  otherwise  described  above,  all  Receivables;
(n)     all  Records;  and
(o)     all  products  and  proceeds  of  the  foregoing, in any form, including
insurance proceeds and all claims against third parties for loss or damage to or
destruction  of  or other involuntary conversion of any kind or nature of any or
all  of  the  other  Collateral.
     Notwithstanding  the foregoing, in no event shall the Collateral consist of
the  Capital  Stock  of  Agromarau  Industria  E.  Commercio  Ltda. or more than
sixty-six and two-thirds (66%) percent of the Capital Stock of any other Foreign
Subsidiary; provided, that in connection with the satisfaction of the conditions
            --------
in  Section 4.3(a) hereof, the Collateral shall consist of one-hundred (100%) of
the  Capital Stock of each Foreign Subsidiary (other than Agromarau Industria E.
Commercio Ltda.) as Agent shall require and Borrower shall, and shall cause each
of  its  applicable  Subsidiaries  to,  execute  and  deliver  such  documents,
agreements,  instruments  and certificates as Agent shall require to cause Agent
to  have  a  first  priority  perfected  security interest in such Capital Stock
enforceable  under  the  laws of the country in which such Foreign Subsidiary is
organized.
     5.2     Perfection  of  Security  Interests.
     (a)     Borrower  and  each  Guarantor  irrevocably  and  unconditionally
authorizes  Agent  (or its agent) to file at any time and from time to time such
financing statements with respect to the Collateral naming Agent or its designee
as  the  secured  party  and  Borrower or such Guarantor as debtor, as Agent may
require,  and  including  any other information with respect to Borrower or such
Guarantor or otherwise required by part 5 of Article 9 of the Uniform Commercial
Code  of  such  jurisdiction as Agent may determine, together with any amendment
and  continuations  with respect thereto, which authorization shall apply to all
financing  statements filed on, prior to or after the date hereof.  Borrower and
each  Guarantor  hereby  ratifies  and  approves all financing statements naming
Agent  or  its  designee as secured party and Borrower or such Guarantor, as the
case  may  be, as debtor with respect to the Collateral (and any amendments with
                                       49
<PAGE>
respect  to  such  financing statements) filed by or on behalf of Agent prior to
the  date  hereof  and  ratifies and confirms the authorization of Agent to file
such financing statements (and amendments, if any).  Borrower and each Guarantor
hereby  authorizes  Agent  to  adopt on behalf of Borrower or such Guarantor any
symbol required for authenticating any electronic filing.  In the event that the
description  of  the  collateral  in any financing statement naming Agent or its
designee  as  the secured party and Borrower or any Guarantor as debtor includes
assets  and  properties  of  Borrower  or such Guarantor that do not at any time
constitute  Collateral,  whether  hereunder,  under  any  of the other Financing
Agreements  or  otherwise,  the  filing  of  such  financing  statement  shall
nonetheless  be deemed authorized by Borrower or such Guarantor to the extent of
the  Collateral  included  in  such  description  and  it  shall  not render the
financing  statement ineffective as to any of the Collateral or otherwise affect
the  financing  statement  as it applies to any of the Collateral.   In no event
shall  Borrower  or  any  Guarantor  at  any time file, or permit or cause to be
filed,  any  correction  statement  or termination statement with respect to any
financing  statement  (or amendment or continuation with respect thereto) naming
Agent or its designee as secured party and Borrower or such Guarantor as debtor.
(b)     Borrower  and  each  Guarantor  does not have any chattel paper (whether
tangible  or  electronic)  or  instruments  as of the date hereof, except as set
forth  in  the  Information  Certificate.  In  the  event  that  Borrower or any
Guarantor  shall be entitled to or shall receive any chattel paper or instrument
after  the  date hereof, Borrower or such Guarantors shall promptly notify Agent
thereof  in  writing.  Promptly  upon  the  receipt  thereof  by Borrower or any
Guarantor (including by any agent or representative), Borrower or such Guarantor
shall deliver, or cause to be delivered to Agent, all tangible chattel paper and
instruments  that  Borrower  or  such  Guarantor has or may at any time acquire,
accompanied by such instruments of transfer or assignment duly executed in blank
as  Agent  may  from  time  to  time  specify,  in each case except as Agent may
otherwise agree.  At Agent's option, Borrower and each Guarantor shall, or Agent
may  at  any  time on behalf of Borrower or any Guarantor, cause the original of
any  such  instrument  or chattel paper to be conspicuously marked in a form and
manner  acceptable to Agent with the following legend referring to chattel paper
or  instruments  as  applicable: "This [chattel paper][instrument] is subject to
the  security interest of Congress Financial Corporation and any sale, transfer,
assignment  or  encumbrance  of  this  [chattel  paper][instrument] violates the
rights  of  such  secured  party."
(c)     In  the  event  that Borrower or any Guarantor shall at any time hold or
acquire an interest in any electronic chattel paper or any "transferable record"
(as  such term is defined in Section 201 of the Federal Electronic Signatures in
Global  and  National  Commerce  Act  or in Section 16 of the Uniform Electronic
Transactions  Act  as  in effect in any relevant jurisdiction), Borrower or such
Guarantor shall promptly notify Agent thereof in writing.  Promptly upon Agent's
request,  Borrower  or  such  Guarantor  shall  take, or cause to be taken, such
actions  as  Agent  may request to give Agent control of such electronic chattel
paper  under  Section  9-105  of the UCC and control of such transferable record
under  Section  201  of the Federal Electronic Signatures in Global and National
Commerce  Act  or,  as  the  case  may  be, Section 16 of the Uniform Electronic
Transactions  Act,  as  in  effect  in  such  jurisdiction.
                                       50
<PAGE>
(d)     Borrower and each Guarantor does not have any deposit accounts as of the
date  hereof,  except as set forth in the Information Certificate.  Borrower and
Guarantors  shall  not,  directly  or  indirectly,  after  the date hereof open,
establish  or  maintain  any  deposit  account  unless  each  of  the  following
conditions  is  satisfied:  (i) Agent shall have received not less than five (5)
Business Days prior written notice of the intention of Borrower or any Guarantor
to  open  or  establish  such  account  which notice shall specify in reasonable
detail and specificity acceptable to Agent the name of the account, the owner of
the  account,  the  name  and address of the bank at which such account is to be
opened  or  established,  the individual at such bank with whom Borrower or such
Guarantor  is  dealing  and the purpose of the account, (ii) the bank where such
account  is  opened  or maintained shall be acceptable to Agent, and (iii) on or
before  the opening of such deposit account, Borrower or such Guarantor shall as
Agent  may  specify  either  (A)  deliver  to  Agent  a  Deposit Account Control
Agreement  with  respect  to  such deposit account duly authorized, executed and
delivered  by  Borrower  or  such  Guarantor  and the bank at which such deposit
account is opened and maintained or (B) arrange for Agent to become the customer
of  the  bank  with  respect  to  the  deposit  account  on terms and conditions
acceptable  to  Agent.  The  terms  of  this  subsection  (d) shall not apply to
deposit  accounts  specifically  and exclusively used for payroll, payroll taxes
and other employee wage and benefit payments to or for the benefit of Borrower's
or  any  Guarantor's  salaried  employees.
(e)     Neither  Borrower  nor  any  Guarantor  owns  or  holds,  directly  or
indirectly, beneficially or as record owner or both, any investment property, as
of  the  date  hereof,  or  have  any  investment  account,  securities account,
commodity  account  or  other  similar  account with any bank or other financial
institution or other securities intermediary or commodity intermediary as of the
date  hereof,  in  each case except as set forth in the Information Certificate.
     (i)     In the event that Borrower or any Guarantor shall be entitled to or
shall  at  any  time  after  the  date  hereof  hold or acquire any certificated
securities,  Borrower  or  such  Guarantor  shall  promptly  endorse, assign and
deliver  the  same  to  Agent,  accompanied  by  such instruments of transfer or
assignment  duly  executed  in blank as Agent may from time to time specify.  If
any  securities,  now  or  hereafter  acquired  by Borrower or any Guarantor are
uncertificated  and  are  issued  to  Borrower  or such Guarantor or its nominee
directly  by  the  issuer  thereof, Borrower or such Guarantor shall immediately
notify Agent thereof and shall as Agent may specify, either (A) cause the issuer
to  agree  to comply with instructions from Agent as to such securities, without
further consent of Borrower or any Guarantor or such nominee, or (B) arrange for
Agent  to  become  the  registered  owner  of  the  securities.
(ii)     Borrower  and  Guarantors  shall not, directly or indirectly, after the
date  hereof  open,  establish  or  maintain  any investment account, securities
account,  commodity  account  or any other similar account (other than a deposit
account)  with any securities intermediary or commodity intermediary unless each
of  the  following  conditions  is satisfied: (A)  Agent shall have received not
less  than  five  (5)  Business  Days  prior  written notice of the intention of
Borrower  or such Guarantor to open or establish such account which notice shall
specify in reasonable detail and specificity acceptable to Agent the name of the
account,  the  owner  of  the  account,  the  name and address of the securities
intermediary  or commodity intermediary at which such account is to be opened or
established,  the  individual  at  such  intermediary with whom Borrower or such
Guarantor  is  dealing  and  the  purpose  of  the  account,  (B) the securities
intermediary  or  commodity intermediary (as the case may be) where such account
is  opened  or maintained shall be acceptable to Agent, and (C) on or before the
opening  of such investment account, securities account or other similar account
                                       51
<PAGE>
with  a  securities  intermediary  or  commodity  intermediary, Borrower or such
Guarantor  shall  as Agent may specify either (1) execute and deliver, and cause
to  be executed and delivered to Agent, an Investment Property Control Agreement
with respect thereto duly authorized, executed and delivered by Borrower or such
Guarantor  and  such  securities  intermediary  or commodity intermediary or (2)
arrange  for  Agent  to  become  the  entitlement  holder  with  respect to such
investment  property  on  terms  and  conditions  acceptable  to  Agent.
     (f)     Borrower  and  Guarantors  are  not  the  beneficiary  or otherwise
entitled to any right to payment under any letter of credit, banker's acceptance
or  similar  instrument  as  of  the  date  hereof,  except  as set forth in the
Information  Certificate.  In  the event that Borrower or any Guarantor shall be
entitled  to  or  shall receive any right to payment under any letter of credit,
banker's acceptance or any similar instrument, whether as beneficiary thereof or
otherwise  after  the  date  hereof,  Borrower  or such Guarantor shall promptly
notify  Agent thereof in writing.  Borrower or such Guarantor shall immediately,
as  Agent  may  specify,  either (i) deliver, or cause to be delivered to Agent,
with  respect  to  any  such  letter  of  credit, banker's acceptance or similar
instrument,  the  written agreement of the issuer and any other nominated person
obligated  to  make  any payment in respect thereof (including any confirming or
negotiating  bank),  in  form and substance satisfactory to Agent, consenting to
the  assignment  of the proceeds of the letter of credit to Agent by Borrower or
such Guarantor and agreeing to make all payments thereon directly to Agent or as
Agent may otherwise direct or (ii) cause Agent to become, at Borrower's expense,
the  transferee  beneficiary  of  the  letter  of credit, banker's acceptance or
similar  instrument  (as  the  case  may  be).
(g)     Borrower and Guarantors do not have any commercial tort claims as of the
date  hereof,  except as set forth in the Information Certificate.  In the event
that  Borrower or any Guarantor shall at any time after the date hereof have any
commercial  tort  claims, Borrower or such Guarantor shall promptly notify Agent
thereof  in  writing,  which notice shall (i) set forth in reasonable detail the
basis  for and nature of such commercial tort claim and (ii) include the express
grant  by  Borrower  or  such  Guarantor to Agent of a security interest in such
commercial tort claim (and the proceeds thereof).  In the event that such notice
does  not  include  such  grant  of  a security interest, the sending thereof by
Borrower  or such Guarantor to Agent shall be deemed to constitute such grant to
Agent.  Upon  the  sending  of  such notice, any commercial tort claim described
therein  shall  constitute  part  of the Collateral and shall be deemed included
therein.  Without limiting the authorization of Agent provided in Section 5.2(a)
hereof  or  otherwise  arising by the execution by Borrower or such Guarantor of
this  Agreement  or  any  of  the  other  Financing  Agreements, Agent is hereby
irrevocably  authorized from time to time and at any time to file such financing
statements  naming  Agent  or its designee as secured party and Borrower or such
Guarantor as debtor, or any amendments to any financing statements, covering any
such  commercial  tort  claim  as  Collateral.  In  addition,  Borrower and each
Guarantor  shall promptly upon Agent's request, execute and deliver, or cause to
be  executed  and  delivered,  to  Agent  such  other  agreements, documents and
instruments  as Agent may require in connection with such commercial tort claim.
                                       52
<PAGE>
(h)     Borrower  and  Guarantors  do  not have any goods, documents of title or
other  Collateral  in  the custody, control or possession of a third party as of
the  date  hereof, except as set forth in the Information Certificate and except
for  goods  located in the United States in transit to a location of Borrower or
Guarantor  permitted  herein  in  the ordinary course of business of Borrower or
such Guarantor in the possession of the carrier transporting such goods.  In the
event  that  any  goods,  documents of title or other Collateral are at any time
after  the date hereof in the custody, control or possession of any other person
not  referred  to  in the Information Certificate or such carriers, Borrower and
Guarantors  shall  promptly  notify  Agent  thereof  in  writing.  Promptly upon
Agent's  request,  Borrower  and  Guarantors shall deliver to Agent a Collateral
Access  Agreement  duly  authorized,  executed  and delivered by such person and
Borrower  or  the  Guarantor  that  is  the  owner  of  such  Collateral.
(i)     Borrower  and  Guarantors  shall  take  any  other  actions  reasonably
requested  by  Agent  from  time to time to cause the attachment, perfection and
first priority of, and the ability of Agent to enforce, the security interest of
Agent  in  any  and  all  of  the Collateral, including, without limitation, (i)
executing,  delivering  and,  where appropriate, filing financing statements and
amendments  relating  thereto  under  the  UCC  or  other applicable law, to the
extent,  if  any,  that  Borrower's or Guarantor's signature thereon is required
therefor,  (ii)  causing  Agent's  name  to  be  noted  as  secured party on any
certificate  of  title  for  a  titled  good  if such notation is a condition to
attachment,  perfection  or  priority  of,  or  ability of Agent to enforce, the
security  interest  of  Agent  in  such  Collateral,  (iii)  complying  with any
provision  of  any  statute, regulation or treaty of the United States as to any
Collateral  if  compliance  with  such  provision  is a condition to attachment,
perfection or priority of, or ability of Agent to enforce, the security interest
of  Agent  in  such Collateral, (iv) obtaining the consents and approvals of any
Governmental  Authority  or  third  party,  including,  without  limitation, any
consent  of  any  licensor,  lessor or other person obligated on Collateral, and
taking  all actions required by any earlier versions of the UCC or by other law,
as  applicable  in  any  relevant  jurisdiction.
(j)     To  the  extent  Borrower  or  any  Guarantor  consigns Inventory to any
consignee,  Borrower  will, prior to such consignment, cause the following to be
delivered to Agent with respect to each consigned location, in each case in form
and  substance  satisfactory  to  Agent:  (i) copies of UCC financing statements
naming  Borrower  or  such Guarantor as consignor and the applicable customer as
consignee  covering such Inventory and naming Agent as assignee thereof, (ii) if
applicable,  a  copy  of  a  notification  letter  executed  by Borrower or such
Guarantor  as delivered to any secured lender of such consignee which has a lien
on  consignee's  Inventory notifying such secured lender of Agent's lien on such
consigned  Inventory;  provided, that, if such Inventory is already consigned to
                       --------  ----
such consignee prior to such secured lender receiving said notice, to the extent
Borrower  desires to include such consigned Inventory within Eligible Inventory,
Agent  shall receive an acknowledgement letter from such secured lender pursuant
to  which such lender waives any lien on such consigned Inventory and recognizes
Agent's  lien  on  such consigned Inventory and (iii) to the extent the Value of
Inventory at any consigned location is in excess of $10,000, a Collateral Access
Agreement  from  such  consignee in favor of Agent plus, at Agent's request upon
                                                   ----
the  occurrence  and  during  the continuation of an Event of Default, copies of
applicable  shipping  and  invoice  documents  evidencing  and  identifying  the
Inventory  delivered  to  such  consigned  location.
                                       53
<PAGE>
SECTION  6.     COLLECTION  AND  ADMINISTRATION
                -------------------------------
     6.1     Borrower's  Loan  Accounts
     .  Agent  shall  maintain one or more loan account(s) on its books in which
shall  be  recorded  (a)  all  Loans,  Letter of Credit Accommodations and other
Obligations  and  the  Collateral,  (b)  all  payments  made  by Borrower or any
Guarantor  and  (c) all other appropriate debits and credits as provided in this
Agreement,  including  fees, charges, costs, expenses and interest.  All entries
in  the  loan  account(s)  shall  be  made  in accordance with Agent's customary
practices  as  in  effect  from  time  to  time.
     6.2     Statements
     .  Agent  shall render to Borrower each month a statement setting forth the
balance  in Borrower's loan account(s) maintained by Agent for Borrower pursuant
to  the provisions of this Agreement, including principal, interest, fees, costs
and  expenses.  Each such statement shall be subject to subsequent adjustment by
Agent  but shall, absent manifest errors or omissions, be considered correct and
deemed  accepted  by  Borrower  and  Guarantors  and  conclusively  binding upon
Borrower  and  Guarantors  as  an account stated except to the extent that Agent
receives  a  written notice from Borrower of any specific exceptions of Borrower
thereto  within thirty (30) days after the date such statement has been received
by Borrower.  Until such time as Agent shall have rendered to Borrower a written
statement  as provided above, the balance in Borrower's loan account(s) shall be
presumptive  evidence  of  the  amounts  due  and  owing to Agent and Lenders by
Borrower  and  Guarantors.
     6.3     Collection  of  Accounts.
     (a)     Borrower  and each Guarantor shall establish and maintain, at their
expense,  blocked  accounts or lockboxes and related blocked accounts (in either
case,  "Blocked  Accounts"),  as  Agent  may  specify,  with  such  banks as are
acceptable  to  Agent  into  which  Borrower  and  each Guarantor shall promptly
deposit  and  direct  their  respective  account  debtors  to directly remit all
payments  on  Receivables and all payments constituting proceeds of Inventory or
other  Collateral in the identical form in which such payments are made, whether
by  cash,  check or other manner.  Borrower and each Guarantor shall deliver, or
cause  to  be  delivered  to  Agent  a Depository Account Control Agreement duly
authorized,  executed  and  delivered  by  each  bank where a Blocked Account is
maintained  as  provided  in  Section 5.2 hereof or at any time and from time to
time  Agent  may  become  the bank's customer with respect to any of the Blocked
Accounts  and  promptly  upon Agent's request, Borrower and each Guarantor shall
execute  and  deliver  such  agreements  and  documents  as Agent may require in
connection therewith.  Borrower and each Guarantor agrees that all payments made
to  such  Blocked Accounts or other funds received and collected by Agent or any
Lender, whether in respect of the Receivables, as proceeds of Inventory or other
Collateral  or  otherwise  shall  be treated as payments to Agent and Lenders in
respect  of the Obligations and therefore shall constitute the property of Agent
and  Lenders  to  the  extent  of  the  then  outstanding  Obligations.
(b)     For  purposes  of  calculating  the  amount  of  the  Loans available to
Borrower,  such  payments will be applied (conditional upon final collection) to
the Obligations on the Business Day of receipt by Agent of immediately available
funds in the Agent Payment Account provided such payments and notice thereof are
received  in  accordance with Agent's usual and customary practices as in effect
from  time  to time and within sufficient time to credit Borrower's loan account
on  such  day,  and  if not, then on the next Business Day.  For the purposes of
                                       54
<PAGE>
calculating  interest  on the Obligations, such payments or other funds received
will  be applied (conditional upon final collection) to the Obligations the next
Business  Day  following  the  date of receipt of immediately available funds by
Agent  in  the  Agent  Payment Account provided such payments or other funds and
notice  thereof  are  received  in  accordance  with Agent's usual and customary
practices  as  in  effect from time to time and within sufficient time to credit
Borrower's  loan account on such day, and if not, then on the next Business Day.
In  the event that at any time or from time to time there are no Revolving Loans
outstanding,  Agent  shall  be entitled to an administrative charge in an amount
equivalent  to  the  interest that would have been payable for such Business Day
had there been Revolving Loans outstanding on such day as calculated by Agent in
accordance  with  its  customary practice. The economic benefit of the timing in
the application of payments (and the administrative charge with respect thereto,
if  applicable)  shall  be  for  the  sole  benefit  of  Agent.
(c)     Borrower  and  each  Guarantor  and  their  respective  shareholders,
directors,  employees, agents, Subsidiaries or other Affiliates shall, acting as
trustee for Agent, receive, as the property of Agent, any monies, checks, notes,
drafts  or  any  other  payment relating to and/or proceeds of Accounts or other
Collateral  which  come  into  their  possession  or  under  their  control  and
immediately  upon  receipt  thereof,  shall  deposit  or  cause  the  same to be
deposited  in  the  Blocked  Accounts, or remit the same or cause the same to be
remitted,  in  kind,  to  Agent.  In  no event shall the same be commingled with
Borrower's  or  Guarantor's  own  funds.  Borrower  and each Guarantor agrees to
reimburse  Agent  on  demand for any amounts owed or paid to any bank at which a
Blocked Account or any other deposit account is established or any other bank or
person involved in the transfer of funds to or from the Blocked Accounts arising
out  of  Agent's  payments  to  or  indemnification of such bank or person.  The
obligation  of  Borrower  and each Guarantor to reimburse Agent for such amounts
pursuant  to  this  Section 6.3 shall survive the termination of this Agreement.
(d)     Notwithstanding  anything  herein to the contrary, all proceeds received
in  the  Agent  Payment  Account  that originated from a Guarantor shall, to the
extent  applied  to  the  Obligations, be deemed (i) if Agent has made demand of
payment  under  such  Guarantor's  guaranty  or an Event of Default has occurred
under  Section 10.1(g) or Section 10.1(h) hereof with respect to such Guarantor,
a  payment  on  such  Guarantor's guaranty in favor of Agent, (ii) to the extent
such  Guarantor  owes  monetary  obligations  to  Borrower and clause (i) is not
otherwise applicable, a repayment of such Guarantor's obligations to Borrower or
(iii)  to  the extent no such monetary obligations are owing from such Guarantor
to  Borrower  and  clause  (i)  is  not  otherwise  applicable, a loan from such
Guarantor  to  Borrower  subject  to  the  terms  of  Section  9.10(g)  hereof.
     6.4     Payments.
     (a)     All  Obligations  shall  be payable to the Agent Payment Account as
provided  in Section 6.3 or such other place as Agent may designate from time to
time  in writing to Borrower.  Agent shall apply payments to the extent received
or  collected  from  any  Borrower  or  any  Obligor  or for the account of such
Borrower  or  such Obligor (including the monetary proceeds of collections or of
realization  upon  any  Collateral)  as follows (provided that payments received
                                       55
<PAGE>
from  the  Exim  Guarantee,  proceeds of Exim Primary Collateral and allocations
among  Exim  Revolving  Loans,  Non-Exim  Revolving Loans, Exim Letter of Credit
Accommodations and Non-Exim Revolving Credit Accommodations shall be applied and
allocated  solely  in  accordance  with  clause  (D)  of  this  Section  6.4):
     (i)     so long as no Priority Event shall have occurred and be continuing,
or  will  result  from  any  of  the  following  payment  applications,
     first, to pay in full all indemnities or expense reimbursements then due to
Agent  from  Borrower  and  Guarantors  (other  than  fees);
second, to pay in full indemnities or expense reimbursements then due to Lenders
from  Borrower  and  Guarantors  (other  than  fees);
third,  to  pay  in  full  all  fees  payable  by  Borrower  under the Financing
Agreements  then  due;
fourth,  to pay in full interest due in respect of the Loans (including interest
payable  in respect of the Revolving Loans, Special Agent Advances, Term Loan or
otherwise);
fifth,  to  pay  or  prepay  principal  in  respect  of  Special Agent Advances;
sixth, to pay the regularly scheduled principal amounts then due and payable, if
any (other than prepayments or payments pursuant to acceleration), in respect of
the  Term  Loan;
seventh,  to  pay  principal  in respect of the Revolving Loans then outstanding
(whether  or  not  then  due)  until  paid  in  full;
eighth,  to  cash collateralize any outstanding Letter of Credit Accommodations,
ninth,  to  pay  the  principal  in  respect  of  the Term Loan then outstanding
(whether  or  not then due) in the inverse order of maturity of the installments
due  thereunder  until  paid  in  full;  and
tenth,  to  pay or prepay any other Obligations whether or not then due, in such
order  and  manner  as  Agent  determines.
provided,  that,  in each instance set forth above in Section 6.4(a)(i), so long
--------   ----
as no Priority Event has occurred and is continuing, Section 6.4(a)(i) shall not
be deemed to apply to any payment by a Borrower specified by such Borrower to be
for  the  payment  of  specific Obligations then due and payable (or prepayable)
under  and  in  accordance  with  any  provision  of  this  Agreement;
     and
     (ii)     from  and  after  the  occurrence  and during the continuance of a
Priority  Event,
                                       56
<PAGE>
     first,  to  pay  in  full  the  expenses  of  Agent  for the collection and
enforcement  of  the  Obligations  and for the protection, preservation or sale,
disposition  or  other  realization upon the Collateral, including all expenses,
liabilities  and  advances  incurred  or  made  by  or  on  behalf  of Agent, in
connection  therewith  (including  attorneys'  fees and legal expenses and other
expenses  of  Agent);
second,  to  the  extent  proceeds  remain after the application pursuant to the
preceding  clause,  to  pay  all  Obligations  (other  than  (i)  the  Term Loan
Obligations,  (ii)  Product  Obligations  and  (iii)  the  early termination fee
payable  under Section 13.1(c)) until paid in full, in cash or other immediately
available funds, in such order and manner as Agent shall elect in its discretion
(including  cash  collateral for any outstanding Letter of Credit Accommodations
in  accordance  with  Section  13.1(a)  hereof);
third,  to  the  extent  proceeds  remain  after the application pursuant to the
preceding  two  clauses,  to  pay  any  outstanding Product Obligations up to an
amount  not  to  exceed  $500,000;
fourth,  to  the  extent  proceeds  remain after the application pursuant to the
preceding  three  clauses,  to pay the Term Loan Obligations until paid in full;
fifth,  to  the  extent  proceeds  remain  after the application pursuant to the
preceding  four  clauses, to pay in full the early termination fee payable under
Sections  13.1(c));  and
sixth,  to  the  extent  proceeds  remain  after the application pursuant to the
preceding  five clauses, ratably to pay in full all other Obligations (including
any  remaining  Product  Obligations  then  outstanding).
Notwithstanding  anything contained in this Section 6.4 or this Agreement to the
contrary,
     (A)     if  the  payment  of  any expenses, costs, scheduled servicing fees
(such servicing fees to consist of scheduled servicing fees existing on the date
hereof along with any increases to such servicing fees which have been consented
to  be  Ableco)  and/or interest (other than default interest charged during the
existence  of  an  Event  of  Default)  to  Agent  for the account of itself and
Revolving  Lenders  would  accrue  and  become  due but for the occurrence of an
Insolvency  Event  and any such amounts are not allowed or allowable in whole or
in  part  (any  such  amounts  are  hereinafter  referred  to  as the "Specified
Amounts"), then Agent and Revolving Lenders shall receive payment in full of the
Specified  Amounts  (but  not  the  items excluded from Specified Amounts above)
before  any  payment of any Term Loan Obligations; provided, that nothing herein
shall  prevent  Agent  or  the  Revolving  Lenders  from  recovering any default
interest  charged  during the existence of an Event of Default from any Borrower
or Obligor not subject to an Insolvency Event, which amounts shall be payable to
Agent  and  Revolving  Lenders  before any payment of any Term Loan Obligations;
(B)     should any payment or distribution on security or instrument or proceeds
thereof  be received by a Lender other than in accordance with this Section 6.4,
such  Lender  shall receive and hold the same in trust, for the benefit of Agent
and  Lenders  and  shall  forthwith deliver the same to Agent (together with any
endorsement  or  assignment  of such Lender where necessary), for application by
Agent  to  the  Obligations  in  accordance  with  the  terms  of  Section  6.4;
                                       57
<PAGE>
(C)     unless  so  directed  by  Borrower,  or  unless a Default or an Event of
Default  shall  exist  or have occurred and be continuing, Agent shall not apply
any  payments  which it receives to any Eurodollar Rate Loans, except (1) on the
expiration  date  of  the Interest Period applicable to any such Eurodollar Rate
Loans  or (2) in the event that there are no outstanding Prime Rate Loans.  With
respect to any Loans to the extent not specified above, Agent may apply payments
to  such  Loans  in  such  order  as  Agent  shall  determine;  and
(D)     unless  otherwise  agreed  to  by  Agent, Required Revolving Lenders and
Exim, (1) all proceeds of Exim Primary Collateral and all payments received from
the  Exim  Guarantee  shall  be  applied  first,  to  reduce  the "Loan Facility
                                          -----
Obligations"  (as  such  term is defined in the Exim Guarantee) in such order as
set  forth in the Exim Guarantee Documents or, if not set forth therein, in such
order  as  Agent  shall  determine,  until paid in full and second, to any other
                                                            ------
Obligations  in  such  order as set forth in the Exim Guarantee Documents or, if
not  set forth therein, in such order as set forth in Section 6.4(a)(i) or (ii),
as applicable, and (2) all proceeds from other Collateral that is required under
Section  6.4(a)(i)  or  (ii)  to  be  applied to the Revolving Loans and to cash
collateralize  the  Letter  of  Credit Accommodations shall be applied first, to
reduce  the  Non-Exim  Revolving  Loans  until  paid  in  full,  second, to cash
collateralize the Non-Exim Letter of Credit Accommodations, third, to reduce the
Exim  Revolving  Loans  until paid in full and fourth, to cash collateralize the
Exim  Letter  of  Credit  Accommodations.
     (b)     At  Agent's  option, all principal, interest, fees, costs, expenses
and  other  charges  provided  for  in  this  Agreement  or  the other Financing
Agreements  may  be  charged  directly  to the loan account(s) of Borrower and a
description  thereof  shall be set forth in the monthly statement provided under
Section  6.2  hereof.  Agent  shall,  upon  the  direction  of the Required Term
Lenders,  charge  the  account(s) of Borrower for all principal, interest, fees,
costs,  expenses  and  other charges provided for in this Agreement or the other
Financing Agreements so long as (i) such amounts are due and payable to the Term
Lenders and (ii) such amounts are paid for by advancing Non-Exim Revolving Loans
and  all conditions to the making of such Non-Exim Revolving Loans under Section
4.2 have been satisfied.  Borrowers shall make all payments to Agent and Lenders
on  the  Obligations free and clear of, and without deduction or withholding for
or  on  account  of,  any  setoff, counterclaim, defense, duties, taxes, levies,
imposts,  fees, deductions, withholding, restrictions or conditions of any kind.
If  after  receipt  of  any payment of, or proceeds of Collateral applied to the
payment of, any of the Obligations, Agent or any Lender is required to surrender
or  return  such  payment  or  proceeds  to  any Person for any reason, then the
Obligations  intended  to  be  satisfied  by  such  payment or proceeds shall be
reinstated  and  continue  and  this  Agreement shall continue in full force and
effect  as  if  such  payment or proceeds had not been received by Agent or such
Lender.  Borrowers  shall be liable to pay to Agent, and do hereby indemnify and
hold  Agent  and  Lenders  harmless  for  the amount of any payments or proceeds
surrendered  or  returned.  This  Section  6.4(b)  shall  remain  effective
notwithstanding any contrary action which may be taken by Agent or any Lender in
reliance  upon  such  payment  or  proceeds.  This Section 6.4 shall survive the
payment  of  the  Obligations  and  the  termination  of  this  Agreement.
                                       58
<PAGE>
     6.5     Authorization  to  Make  Loans
     .  Agent  and  Lenders  are  authorized  to  make the Loans and provide the
Letter  of  Credit  Accommodations  based  upon telephonic or other instructions
received  from  anyone  purporting  to  be  an  officer of Borrower or any other
authorized person or, at the discretion of Agent, if such Loans are necessary to
satisfy  any  Obligations.  All  requests  for  Loans  or  Letter  of  Credit
Accommodations  hereunder  shall  specify  whether such Loan or Letter of Credit
Accommodation  is  an  Exim Revolving Loan, Exim Letter of Credit Accommodation,
Non-Exim  Revolving Loan or Non-Exim Letter of Credit Accommodation, the date on
which  the  requested  advance  is to be made or Letter of Credit Accommodations
established  (which day shall be a Business Day) and the amount of the requested
Loan.  Requests  received  after  11:00  a.m.  Chicago  time on any day shall be
deemed  to  have  been  made  as  of  the opening of business on the immediately
following  Business  Day.  All  Loans  and Letter of Credit Accommodations under
this  Agreement  shall be conclusively presumed to have been made to, and at the
request  of  and for the benefit of, Borrower or any Guarantor when deposited to
the credit of Borrower or any Guarantor or otherwise disbursed or established in
accordance  with  the instructions of Borrower or any Guarantor or in accordance
with  the  terms  and  conditions  of  this  Agreement.
     6.6     Use  of  Proceeds
     .  Borrower  shall use the initial proceeds of the Non-Exim Revolving Loans
provided  by  Revolving  Lenders hereunder only for: (a) payments to each of the
Persons  listed  in  the  disbursement direction letter furnished by Borrower to
Agent on or about the date hereof and (b) costs, expenses and fees in connection
with  the preparation, negotiation, execution and delivery of this Agreement and
the  other  Financing  Agreements.  All  other  Non-Exim Revolving Loans made or
Non-Exim  Letter  of  Credit  Accommodations  provided  to or for the benefit of
Borrower pursuant to the provisions hereof shall be used by Borrower for general
operating,  working  capital and other proper corporate purposes of Borrower not
otherwise  prohibited  by  the  terms  hereof;  provided,  that a portion of the
                                                --------
Non-Exim  Revolving  Loans  may be used to repay Indebtedness existing under the
Indenture  in  accordance  with  Section 9.23.  All Exim Revolving Loans made or
Exim  Letter of Credit Accommodations provided to or for the benefit of Borrower
pursuant  to  the  provisions  hereof  shall  be  used  by Borrower only for the
manufacturing  of,  production  of,  or  purchase and subsequent export sale of,
finished  goods which are intended for export from the United States and as more
particularly described in the Exim Guarantee Documents.  None of the proceeds of
the Loans will be used, directly or indirectly, for the purpose of purchasing or
carrying  any  margin  security  or for the purposes of reducing or retiring any
indebtedness  which  was  originally  incurred  to  purchase or carry any margin
security  or  for  any  other  purpose  which might cause any of the Loans to be
considered a "purpose credit" within the meaning of Regulation U of the Board of
Governors  of  the  Federal  Reserve  System,  as  amended.
     6.7     [Intentionally  Omitted].
6.8     Pro  Rata  Treatment
     .  Except  to  the  extent  otherwise  provided in this Agreement:  (a) the
making  and  conversion  of Loans shall be made among the Lenders based on their
respective  Pro  Rata  Shares as to the applicable Loans and (b) each payment on
account  of  any  Obligations to or for the account of one or more of Lenders in
respect  of any Obligations due on a particular day shall be allocated among the
Lenders  entitled  to such payments based on their respective Pro Rata Shares of
such  Obligations  and  shall  be  distributed  accordingly.
                                       59
<PAGE>
     6.9     Sharing  of  Payments,  Etc.
     (a)     Borrower  and  each  Guarantor  agrees  that,  in  addition to (and
without  limitation of) any right of setoff, banker's lien or counterclaim Agent
or  any  Lender may otherwise have, each Lender shall be entitled, at its option
(but  subject,  as among Agent and Lenders, to the provisions of Section 12.3(b)
hereof),  to  offset  balances  held  by  it for the account of Borrower or such
Guarantor  at  any  of its offices, in dollars or in any other currency, against
any  principal  of  or  interest  on  any Loans owed to such Lender or any other
amount  payable  to such Lender hereunder, that is not paid when due (regardless
of  whether  such balances are then due to Borrower or such Guarantor), in which
case  it  shall promptly notify Borrower and Agent thereof; provided, that, such
Lender's  failure  to  give  such  notice shall not affect the validity thereof.
(b)     If  any  Lender  (including  Agent)  shall  obtain  from Borrower or any
Guarantor  payment  of  any  principal of or interest on any Loan owing to it or
payment  of  any other amount under this Agreement or any of the other Financing
Agreements  through  the  exercise  of  any  right  of  setoff, banker's lien or
counterclaim  or  similar  right or otherwise (other than from Agent as provided
herein),  and, as a result of such payment, such Lender shall have received more
than  its Pro Rata Share of the principal of the Loans or more than its share of
such other amounts then due hereunder or thereunder by Borrower or any Guarantor
to  such  Lender  than  the  percentage thereof received by any other Lender, it
shall  promptly  pay  to  Agent,  for the benefit of Lenders, the amount of such
excess  and  simultaneously  purchase from such other Lenders a participation in
the  Loans  or such other amounts, respectively, owing to such other Lenders (or
such  interest  due  thereon, as the case may be) in such amounts, and make such
other  adjustments  from time to time as shall be equitable, to the end that all
Lenders shall share the benefit of such excess payment (net of any expenses that
may  be  incurred by such Lender in obtaining or preserving such excess payment)
in  accordance  with  their respective Pro Rata Shares or as otherwise agreed by
Lenders.  To  such  end  all  Lenders  shall  make appropriate adjustments among
themselves (by the resale of participation sold or otherwise) if such payment is
rescinded  or  must  otherwise  be  restored.
(c)     Borrower  and  each  Guarantor  agrees  that  any  Lender  purchasing  a
participation  (or direct interest) as provided in this Section may exercise, in
a  manner  consistent  with  this  Section, all rights of setoff, banker's lien,
counterclaim or similar rights with respect to such participation as fully as if
such  Lender were a direct holder of Loans or other amounts (as the case may be)
owing  to  such  Lender  in  the  amount  of  such  participation.
(d)     Nothing  contained herein shall require any Lender to exercise any right
of  setoff,  banker's  lien, counterclaims or similar rights or shall affect the
right of any Lender to exercise, and retain the benefits of exercising, any such
right  with  respect  to any other Indebtedness or obligation of Borrower or any
Guarantor.  If,  under  any  applicable  bankruptcy, insolvency or other similar
law,  any  Lender  receives  a  secured  claim in lieu of a setoff to which this
Section  applies,  such  Lender  shall,  to  the extent practicable, assign such
rights  to  Agent  for  the  benefit  of Lenders and, in any event, exercise its
rights  in  respect of such secured claim in a manner consistent with the rights
of  Lenders entitled under this Section to share in the benefits of any recovery
on  such  secured  claim.
                                       60
<PAGE>
     6.10     Settlement  Procedures.
     (a)     In  order  to administer the Credit Facility in an efficient manner
and to minimize the transfer of funds between Agent and Revolving Lenders, Agent
may,  at  its  option,  subject to the terms of this Section, make available, on
behalf of Revolving Lenders, the full amount of the Revolving Loans requested or
charged  to  Borrower's loan account(s) or otherwise to be advanced by Revolving
Lenders  pursuant  to  the  terms hereof, without requirement of prior notice to
Revolving  Lenders  of  the  proposed  Revolving  Loans.
(b)     With respect to all Revolving Loans made by Agent on behalf of Revolving
Lenders  as  provided in this Section, the amount of each Revolving Lender's Pro
Rata  Share  of  the  outstanding  Revolving Loans shall be computed weekly, and
shall  be  adjusted  upward  or  downward  on  the  basis  of  the amount of the
outstanding  Revolving  Loans  as  of 5:00 p.m. Chicago time on the Business Day
immediately  preceding  the date of each settlement computation; provided, that,
Agent  retains  the  absolute right at any time or from time to time to make the
above  described  adjustments  at intervals more frequent than weekly, but in no
event more than twice in any week.  Agent shall deliver to each of the Revolving
Lenders after the end of each week, or at such lesser period or periods as Agent
shall  determine,  a  summary  statement  of the amount of outstanding Revolving
Loans  for  such period (such week or lesser period or periods being hereinafter
referred  to  as  a  "Settlement  Period").  If the summary statement is sent by
Agent  and received by a Revolving Lender prior to 12:00 p.m. Chicago time, then
such  Revolving  Lender  shall  make  the  settlement transfer described in this
Section  by no later than 3:00 p.m. Chicago time on the same Business Day and if
received  by  a  Revolving  Lender  after  12:00  p.m.  Chicago  time, then such
Revolving  Lender shall make the settlement transfer by not later than 3:00 p.m.
Chicago  time on the next Business Day following the date of receipt.  If, as of
the  end  of  any Settlement Period, the amount of a Revolving Lender's Pro Rata
Share  of  the  outstanding Revolving Loans is more than such Revolving Lender's
Pro  Rata Share of the outstanding Revolving Loans as of the end of the previous
Settlement  Period,  then such Revolving Lender shall forthwith (but in no event
later  than  the  time set forth in the preceding sentence) transfer to Agent by
wire  transfer  in  immediately  available  funds  the  amount  of the increase.
Alternatively,  if  the  amount  of  a  Revolving Lender's Pro Rata Share of the
outstanding  Revolving Loans in any Settlement Period is less than the amount of
such  Revolving  Lender's  Pro Rata Share of the outstanding Revolving Loans for
the previous Settlement Period, Agent shall forthwith transfer to such Revolving
Lender  by  wire  transfer  in  immediately  available  funds  the amount of the
decrease.  The  obligation  of  each  of  the Revolving Lenders to transfer such
funds  and  effect  such  settlement  shall be irrevocable and unconditional and
without  recourse  to  or  warranty  by  Agent.  Agent and each Revolving Lender
agrees  to  mark  its  books and records at the end of each Settlement Period to
show  at  all  times  the dollar amount of its Pro Rata Share of the outstanding
Revolving  Loans  and  Letter  of  Credit Accommodations.  Each Revolving Lender
shall  only  be  entitled  to  receive  interest  on  its  Pro Rata Share of the
Revolving  Loans  to  the  extent  such Revolving Loans have been funded by such
Revolving Lender.  Because Agent on behalf of Revolving Lenders may be advancing
and/or  may  be  repaid Revolving Loans prior to the time when Revolving Lenders
will  actually  advance  and/or  be  repaid  such Revolving Loans, interest with
respect  to  Revolving  Loans shall be allocated by Agent in accordance with the
amount  of  Revolving  Loans  actually  advanced by and repaid to each Revolving
Lender  and  Agent  and  shall accrue from and including the date such Revolving
Loans  are so advanced to but excluding the date such Revolving Loans are either
repaid  by  Borrower or actually settled with the applicable Revolving Lender as
described  in  this  Section.
                                       61
<PAGE>
(c)     To  the  extent  that  Agent has made any such amounts available and the
settlement  described  above  shall not yet have occurred, upon repayment of any
Revolving Loans by Borrower, Agent may apply such amounts repaid directly to any
amounts  made available by Agent pursuant to this Section.  In lieu of weekly or
more  frequent  settlements,  Agent may, at its option, at any time require each
Revolving  Lender to provide Agent with immediately available funds representing
its Pro Rata Share of each Revolving Loan, prior to Agent's disbursement of such
Revolving  Loan  to  Borrower.  In  such  event,  all Revolving Loans under this
Agreement  shall  be  made  by  the  Revolving  Lenders  simultaneously  and
proportionately  to  their  Pro  Rata  Shares.  No  Revolving  Lender  shall  be
responsible for any default by any other Revolving Lender in the other Revolving
Lender's  obligation  to make a Revolving Loan requested hereunder nor shall the
Revolving  Commitment  of  any  Revolving  Lender be increased or decreased as a
result  of  the  default  by  any  other Revolving Lender in the other Revolving
Lender's  obligation  to  make  a  Revolving  Loan  hereunder.
(d)     If Agent is not funding a particular Revolving Loan to Borrower pursuant
to  this  Section  on  any day, Agent may assume that each Revolving Lender will
make  available to Agent such Revolving Lender's Pro Rata Share of the Revolving
Loan  requested  or otherwise made on such day and Agent may, in its discretion,
but shall not be obligated to, cause a corresponding amount to be made available
to  or  for  the  benefit  of  Borrower  on  such  day.  If  Agent  makes  such
corresponding  amount available to Borrower and such corresponding amount is not
in  fact  made  available  to  Agent  by  such  Revolving Lender, Agent shall be
entitled  to  recover  such  corresponding  amount on demand from such Revolving
Lender  together  with  interest thereon for each day from the date such payment
was  due  until  the date such amount is paid to Agent at the Federal Funds Rate
for each day during such period (as published by the Federal Reserve Bank of New
York  or  at  Agent's option based on the arithmetic mean determined by Agent of
the  rates for the last transaction in overnight Federal funds arranged prior to
9:00  a.m. (New York City time) on that day by each of the three leading brokers
of  Federal  funds  transactions in New York City selected by Agent) and if such
amounts  are  not  paid  within three (3) days of Agent's demand, at the highest
Interest  Rate  provided  for  in  Section  3.1  hereof applicable to Prime Rate
Revolving  Loans consisting of Revolving Loans.  During the period in which such
Revolving  Lender  has  not  paid  such  corresponding  amount  to  Agent,
notwithstanding  anything  to the contrary contained in this Agreement or any of
the  other  Financing Agreements, the amount so advanced by Agent shall, for all
purposes  hereof,  be  a  Loan made by Agent for its own account.  Upon any such
failure  by  a  Revolving  Lender  to pay Agent, Agent shall promptly thereafter
notify Borrower of such failure and Borrower shall pay such corresponding amount
to Agent for its own account within five (5) Business Days of Borrower's receipt
of such notice.  A Revolving Lender who fails to pay Agent its Pro Rata Share of
any  Revolving  Loans made available by Agent on such Revolving Lender's behalf,
or  any Revolving Lender who fails to pay any other amount owing by it to Agent,
is a "Defaulting Revolving Lender".  Agent shall not be obligated to transfer to
a  Defaulting Revolving Lender any payments received by Agent for the Defaulting
Revolving  Lender's benefit, nor shall a Defaulting Revolving Lender be entitled
to  the  sharing of any payments hereunder (including any principal, interest or
fees).  Amounts  payable  to a Defaulting Revolving Lender shall instead be paid
to  or  retained  by  Agent.  Agent  may  hold and, in its discretion, relend to
Borrower  the  amount  of  all  such payments received or retained by it for the
account  of  such  Defaulting  Revolving  Lender.  For  purposes  of  voting  or
consenting  to  matters  with  respect to this Agreement and the other Financing
Agreements  and  determining  Pro  Rata Shares, such Defaulting Revolving Lender
shall  be  deemed  not  to  be  a "Revolving Lender" and such Revolving Lender's
Revolving  Commitment shall be deemed to be zero (0).  This Section shall remain
effective  with  respect  to a Defaulting Revolving Lender until such default is
cured.  The  operation  of  this  Section  shall not be construed to increase or
otherwise affect the Revolving Commitment of any Revolving Lender, or relieve or
excuse  the  performance  by  Borrower  or  any  Obligor  of  their  duties  and
obligations  hereunder.
                                       62
<PAGE>
(e)     Nothing  in  this  Section  or  elsewhere in this Agreement or the other
Financing Agreements shall be deemed to require Agent to advance funds on behalf
of  any  Revolving Lender or to relieve any Revolving Lender from its obligation
to  fulfill  its  Revolving Commitment hereunder or to prejudice any rights that
Borrower may have against any Revolving Lender as a result of any default by any
Revolving  Lender  hereunder  in  fulfilling  its  Revolving  Commitment.
     6.11     Obligations  Several;  Independent  Nature  of  Lenders'  Rights
     .  The  obligation of each Lender hereunder is several, and no Lender shall
be  responsible  for the obligation or commitment of any other Lender hereunder.
Nothing contained in this Agreement or any of the other Financing Agreements and
no  action  taken  by  the Lenders pursuant hereto or thereto shall be deemed to
constitute  the  Lenders to be a partnership, an association, a joint venture or
any  other  kind  of  entity.  The amounts payable at any time hereunder to each
Lender  shall  be  a  separate and independent debt, and subject to Section 12.3
hereof,  each Lender shall be entitled to protect and enforce its rights arising
out  of  this Agreement and it shall not be necessary for any other Lender to be
joined  as  an  additional  party  in  any  proceeding  for  such  purpose.
SECTION  7.     COLLATERAL  REPORTING  AND  COVENANTS
                -------------------------------------
     7.1     Collateral  Reporting.
     (a)     Borrower shall provide Agent with the following documents in a form
satisfactory  to  Agent:
     (i)     as  soon as possible after the end of each Fiscal Month (but in any
event  within ten (10) Business Days after the end thereof), a monthly Borrowing
Base  Certificate  in the form of Exhibit D hereto setting forth the calculation
of  the  Borrowing  Base  and  the  Export-Related Borrowing Base as of the last
Business  Day  of  the immediately preceding Fiscal Month (or more frequently as
Agent  shall  require  if  a  Trigger  Event  exists  and  is continuing), which
Borrowing  Base  Certificate  shall  be  complete  and  accurate in all material
respects  as  determined  by  Agent;
(ii)     on  a  regular  basis  as  required  by Agent, schedules of sales made,
credits  issued  and  cash  received;
                                       63
<PAGE>
(iii)     as  soon  as  possible  after the end of each Fiscal Month (but in any
event  within  ten (10) Business Days after the end thereof), on a monthly basis
or more frequently as Agent may request after the occurrence of a Trigger Event,
(A) perpetual inventory reports,  (B) inventory reports by location and category
(and  including  the  amounts  of  Inventory and the value thereof at any leased
locations and at premises of warehouses, processors or other third parties), (C)
agings  of  accounts  receivable (together with a reconciliation to the previous
month's  aging  and  general  ledger)  and  (D)  agings of accounts payable (and
including  information  indicating  the  amounts  owing to owners and lessors of
leased  premises,  warehouses,  processors  and other third parties from time to
time  in  possession  of  any  Collateral);
(iv)     upon  Agent's  request,  (A)  copies  of customer statements and credit
memos,  remittance  advices  and  reports,  and copies of deposit slips and bank
statements,  (B)  copies  of  shipping and delivery documents, and (C) copies of
purchase  orders,  invoices  and  delivery documents for Inventory and Equipment
acquired  by  Borrower  or  any  Guarantor;
(v)     such other reports as to the Collateral as Agent shall request from time
to  time.
     (b)     During  the existence of a Trigger Event, Borrower shall provide to
Agent  on  a regularly scheduled basis as required by Agent, schedules in a form
satisfactory to Agent reflecting sales made, credits issued, cash or other items
of  payment  received  and other data relating to the current calculation of the
Borrowing  Base  and  the Export-Related Borrowing Base, as well as the level of
intercompany  loan  balances  as  Agent  shall  request.
(c)     If  Borrower's  or  Guarantor's records or reports of the Collateral are
prepared  or  maintained  by an accounting service, contractor, shipper or other
agent,  Borrower  and such Guarantor hereby irrevocably authorizes such service,
contractor,  shipper  or  agent  to  deliver  such records, reports, and related
documents  to  Agent  and to follow Agent's instructions with respect to further
services  at  any  time  that  an Event of Default exists or has occurred and is
continuing.
All  documents  delivered pursuant to this Section shall include the U.S. dollar
equivalent  of  any  values  stated  in  a  currency  other  than  U.S. dollars.
     7.2     Accounts  Covenants.
     (a)     Borrower  shall notify Agent promptly of: (i) any material delay in
Borrower's  or  any  of  its Subsidiaries performance of any of their respective
material  obligations  to  any  account  debtor or the assertion of any material
claims,  offsets,  defenses  or  counterclaims  by  any  account  debtor, or any
material  disputes  with  account  debtors,  or  any  settlement,  adjustment or
compromise  thereof,  (ii) all material adverse information known to Borrower or
any  Guarantor  relating  to  the  financial condition of any account debtor and
(iii)  any event or circumstance which, to the best of Borrower's or Guarantor's
knowledge, would cause Agent to consider any then existing Accounts as no longer
constituting  Eligible  Accounts or Eligible Export-Related Accounts Receivable.
No  credit,  discount,  allowance  or  extension  or  agreement  for  any of the
foregoing shall be granted to any account debtor without Agent's consent, except
in  the  ordinary  course  of Borrower's or a Guarantor's business in accordance
with  practices and policies previously disclosed in writing to Agent and except
as  set  forth  in  the  schedules delivered to Agent pursuant to Section 7.1(a)
above.  So long as no Event of Default exists or has occurred and is continuing,
Borrower  and  Guarantors  shall settle, adjust or compromise any claim, offset,
counterclaim  or  dispute with any account debtor.  At any time that an Event of
Default  exists  or  has occurred and is continuing, Agent shall, at its option,
have  the  exclusive  right  to  settle, adjust or compromise any claim, offset,
counterclaim  or dispute with account debtors or grant any credits, discounts or
allowances.
                                       64
<PAGE>
(b)     With  respect  to  each  Account:  (i)  the amounts shown on any invoice
delivered  to  Agent  or  schedule  thereof delivered to Agent shall be true and
complete,  (ii)  no  payments  shall be made thereon except payments immediately
delivered  to  Agent  pursuant  to the terms of this Agreement, (iii) no credit,
discount,  allowance or extension or agreement for any of the foregoing shall be
granted  to  any  account  debtor except as reported to Agent in accordance with
this  Agreement and except for credits, discounts, allowances or extensions made
or  given  in  the  ordinary  course  of  Borrower's business in accordance with
practices  and  policies  previously  disclosed to Agent, (iv) there shall be no
setoffs,  deductions,  contras,  defenses, counterclaims or disputes existing or
asserted with respect thereto except as reported to Agent in accordance with the
terms  of  this Agreement, (v) none of the transactions giving rise thereto will
violate any applicable foreign, Federal, State or local laws or regulations, all
documentation  relating  thereto  will be legally sufficient under such laws and
regulations and all such documentation will be legally enforceable in accordance
with  its  terms.
(c)     Agent  shall  have the right at any time or times, in Agent's name or in
the  name  of  a  nominee  of Agent, to verify the validity, amount or any other
matter  relating  to  any  Receivables  or other Collateral, by mail, telephone,
facsimile  transmission  or  otherwise.
     7.3     Inventory  Covenants
     .  With  respect to the Inventory: (a) Borrower and each Guarantor shall at
all  times  maintain inventory records reasonably satisfactory to Agent, keeping
correct  and  accurate  records itemizing and describing the kind, type, quality
and  quantity  of  Inventory,  Borrower's  or such Guarantor's cost therefor and
daily  withdrawals  therefrom and additions thereto; (b) Borrower and Guarantors
shall  conduct cycle counts of the Inventory at least once each year which shall
include  counts  of  at  least  85% of the Borrower's and Guarantors' Inventory;
provided  that  Borrower  and  Guarantors  shall conduct a physical count of the
    ----
Inventory  at  any  time  or  times as Agent may request on or after an Event of
Default,  and  promptly  following  such  cycle  count  or  physical  count,  as
applicable,  shall  supply  Agent  with  a  report  in  the  form  and with such
specificity  as may be satisfactory to Agent concerning such count; (c) Borrower
and  Guarantors  shall  not remove any Inventory from the locations set forth or
permitted  herein,  without the prior written consent of Agent, except for sales
of Inventory in the ordinary course of its business and except to move Inventory
directly  from  one  location  set  forth  or  permitted  herein to another such
location  and  except  for  Inventory  shipped  from the manufacturer thereof to
Borrower  or  such  Guarantor  which is in transit to the locations set forth or
permitted  herein;  (d) upon Agent's request, Borrower shall, at its expense, no
more  than  once  during  any fiscal year, but at any time or times as Agent may
request  on  or  after  an Event of Default, deliver or cause to be delivered to
Agent  written  appraisals  as  to  the Inventory in form, scope and methodology
acceptable  to Agent and by an appraiser acceptable to Agent, addressed to Agent
and  Lenders  and  upon which Agent and Lenders are expressly permitted to rely;
(e) Borrower and Guarantors shall produce, use, store and maintain the Inventory
with all reasonable care and caution and in accordance with applicable standards
of  any  insurance  and  in  conformity  with  applicable  laws  (including  the
requirements of the Federal Fair Labor Standards Act of 1938, as amended and all
rules,  regulations  and  orders  related thereto); (f) none of the Inventory or
                                       65
<PAGE>
other Collateral constitutes farm products or the proceeds thereof; (g) Borrower
and  each  Guarantor  assumes  all  responsibility and liability arising from or
relating to the production, use, sale or other disposition of the Inventory; (h)
Borrower and Guarantors shall not sell Inventory to any customer on approval, or
any  other  basis which entitles the customer to return or may obligate Borrower
or any Guarantor to repurchase such Inventory except for returns and repurchases
in  connection  with  any  warranties  issued  on such Inventory in the ordinary
course  of  business  and  upon  accepting  any return or making any repurchase,
Borrower shall provide Agent with prompt notice thereof to the extent any return
or  repurchase  involves  Inventory with a Value in excess of $100,000 and Agent
may  adjust  the  Borrowing  Base  accordingly  to  reflect  such  returned  or
repurchased  Inventory  and  the  related  Accounts; (i) Borrower and Guarantors
shall  keep the Inventory in good and marketable condition; and (j) Borrower and
Guarantors  shall  not,  without  prior  written notice to Agent or the specific
identification  of  such  Inventory in a report with respect thereto provided by
Borrower  to  Agent  pursuant  to  Section  7.1(a) hereof, acquire or accept any
Inventory  on  consignment  or  approval.
     7.4     Equipment  and  Real  Property  Covenants
     .  With  respect  to  the  Equipment  and  Real Property:  (a) upon Agent's
request,  Borrower  and  Guarantors  shall,  at their expense, no more than once
during  each  fiscal  year,  but at any time or times as Agent may request on or
after  an  Event  of  Default, deliver or cause to be delivered to Agent written
appraisals  as  to  the  Equipment  and/or  the Real Property in form, scope and
methodology  acceptable  to  Agent  and  by  an  appraiser  acceptable to Agent,
addressed  to  Agent  and  upon  which Agent is expressly permitted to rely; (b)
Borrower  and Guarantors shall keep the Equipment in good order, repair, running
and  marketable  condition  (ordinary  wear and tear excepted); (c) Borrower and
Guarantors  shall  use  the Equipment and Real Property with all reasonable care
and  caution and in accordance with applicable standards of any insurance and in
conformity  with  all applicable laws; (d) the Equipment is and shall be used in
the  business of Borrower and Guarantors and not for personal, family, household
or  farming use; (e) Borrower and Guarantors shall not remove any Equipment from
the  locations  set forth or permitted herein, except to the extent necessary to
have any Equipment repaired or maintained in the ordinary course of its business
or to move Equipment directly from one location set forth or permitted herein to
another  such  location and except for the movement of motor vehicles used by or
for  the  benefit  of  Borrower  or  such  Guarantor  in  the ordinary course of
business;  (f)  the  Equipment  is  now  and  shall remain personal property and
Borrower  and Guarantors shall not permit any of the Equipment to be or become a
part  of or affixed to real property unless such real property is subject to one
of the Mortgages; and (g) Borrower and each Guarantor assumes all responsibility
and  liability  arising  from  the  use  of  the  Equipment  and  Real Property.
     7.5     Power  of  Attorney
     .  Borrower  and  each Guarantor hereby irrevocably designates and appoints
Agent  (and  all persons designated by Agent) as Borrower's and such Guarantor's
true  and  lawful  attorney-in-fact,  and  authorizes Agent, in Borrower's, such
Guarantor's  or  Agent's name, to: (a) at any time an Event of Default exists or
has  occurred  and  is  continuing  (i)  demand  payment on Receivables or other
Collateral,  (ii)  enforce  payment  of  Receivables  by  legal  proceedings  or
otherwise,  (iii)  exercise  all  of  Borrower's  or such Guarantor's rights and
                                       66
<PAGE>
remedies  to collect any Receivable or other Collateral, (iv) sell or assign any
Receivable  upon  such terms, for such amount and at such time or times as Agent
deems  advisable,  (v)  settle,  adjust, compromise, extend or renew an Account,
(vi)  discharge  and  release  any  Receivable,  (vii)  prepare,  file  and sign
Borrower's or such Guarantor's name on any proof of claim in bankruptcy or other
similar  document  against  an account debtor or other obligor in respect of any
Receivables  or  other  Collateral, (viii) notify the post office authorities to
change  the  address  for  delivery of remittances from account debtors or other
obligors in respect of Receivables or other proceeds of Collateral to an address
designated  by  Agent, and open and dispose of all mail addressed to Borrower or
Guarantor  and handle and store all mail relating to the Collateral; and (ix) do
all  acts  and  things which are necessary, in Agent's determination, to fulfill
Borrower's  or  such  Guarantor's obligations under this Agreement and the other
Financing  Agreements  and  (b) at any time to (i) take control in any manner of
any  item  of  payment  in  respect of Receivables or constituting Collateral or
otherwise  received  in  or  for  deposit  in  the Blocked Accounts or otherwise
received  by  Agent or any Lender, (ii) have access to any lockbox or postal box
into  which  remittances  from  account  debtors or other obligors in respect of
Receivables  or other proceeds of Collateral are sent or received, (iii) endorse
Borrower's  or  such  Guarantor's  name  upon any items of payment in respect of
Receivables  or  constituting  Collateral or otherwise received by Agent and any
Lender  and  deposit  the  same  in  Agent's  account  for  application  to  the
Obligations,  (iv)  endorse Borrower's or such Guarantor's name upon any chattel
paper,  document, instrument, invoice, or similar document or agreement relating
to  any  Receivable  or  any  goods  pertaining thereto or any other Collateral,
including  any  warehouse  or  other  receipts,  or  bills  of  lading and other
negotiable  or  non-negotiable  documents,  (v)  clear Inventory the purchase of
which  was financed with Letter of Credit Accommodations through U.S. Customs or
foreign  export  control  authorities  in  Borrower's  or such Guarantor's name,
Agent's name or the name of Agent's designee, and to sign and deliver to customs
officials  powers  of  attorney  in Borrower's or such Guarantor's name for such
purpose,  and to complete in Borrower's or such Guarantor's or Agent's name, any
order,  sale  or  transaction,  obtain  the  necessary  documents  in connection
therewith  and  collect  the  proceeds thereof, and (vi) sign Borrower's or such
Guarantor's  name  on  any  verification  of  Receivables and notices thereof to
account  debtors or any secondary obligors or other obligors in respect thereof.
Borrower  and  each  Guarantor  hereby  releases  Agent  and  Lenders  and their
respective  officers,  employees and designees from any liabilities arising from
any act or acts under this power of attorney and in furtherance thereof, whether
of  omission  or  commission, except as a result of Agent's or any Lender' s own
gross  negligence  or  willful  misconduct  as  determined  pursuant  to a final
non-appealable  order  of  a  court  of  competent  jurisdiction.
     7.6     Right  to  Cure
     .  Agent  may, at its option, upon notice to Borrower, (a) cure any default
by  Borrower  or  any  Guarantor under any material agreement with a third party
that  affects the Collateral, its value or the ability of Agent to collect, sell
or  otherwise  dispose  of the Collateral or the rights and remedies of Agent or
any  Lender  therein  or the ability of Borrower or any Guarantor to perform its
obligations hereunder or under any of the other Financing Agreements, (b) pay or
bond  on  appeal  any  judgment  entered  against Borrower or any Guarantor, (c)
discharge  taxes,  liens,  security  interests or other encumbrances at any time
levied  on  or existing with respect to the Collateral and pay any amount, incur
                                       67
<PAGE>
any  expense  or  perform  any  act  which, in Agent's judgment, is necessary or
appropriate  to  preserve,  protect,  insure  or maintain the Collateral and the
rights  of Agent and Lenders with respect thereto.  Agent may add any amounts so
expended to the Obligations and charge Borrower's account therefor, such amounts
to  be  repayable  by  Borrower  on demand.  Agent and Lenders shall be under no
obligation  to  effect such cure, payment or bonding and shall not, by doing so,
be  deemed  to  have  assumed  any  obligation  or  liability of Borrower or any
Guarantor.  Any  payment made or other action taken by Agent or any Lender under
this  Section  shall  be  without  prejudice  to any right to assert an Event of
Default  hereunder  and  to  proceed  accordingly.
     7.7     Access  to  Premises
     .  From  time  to  time  as  requested by Agent, at the cost and expense of
Borrower,  (a)  Agent  or  its  designee  shall  have  complete access to all of
Borrower's  and  Guarantor's  premises  during  normal  business hours and after
notice to Borrower, or at any time and without notice to Borrower if an Event of
Default  exists  or  has  occurred  and  is  continuing,  for  the  purposes  of
inspecting,  verifying  and  auditing  the  Collateral and all of Borrower's and
Guarantor's  books and records, including the Records, and (b) Borrower and each
Guarantor  shall promptly furnish to Agent such copies of such books and records
or  extracts  therefrom as Agent may request, and Agent or any Lender or Agent's
designee may use during normal business hours such of Borrower's and Guarantor's
personnel,  equipment,  supplies and premises as may be reasonably necessary for
the  foregoing  and  if  an  Event  of  Default  exists  or  has occurred and is
continuing  for  the  collection  of  Receivables  and  realization  of  other
Collateral;  provided  that,  so  long  as  no  Event  of  Default exists and is
continuing  and  Excess  Availability  is  at least $10,000,000, Agent shall not
conduct  such  inspections,  verifications  and audits more than three (3) times
during  any  twelve-month  period.
SECTION  8.     REPRESENTATIONS  AND  WARRANTIES
                --------------------------------
     Borrower  and  each  Guarantor  hereby represents and warrants to Agent and
Lenders  the  following  (which shall survive the execution and delivery of this
Agreement),  the  truth  and accuracy of which are a continuing condition of the
making  of  Loans  and  providing  Letter  of Credit Accommodations to Borrower:
     8.1     Corporate  Existence,  Power  and  Authority
     .  Borrower  and each Guarantor is a corporation duly organized and in good
standing under the laws of its state of incorporation and is duly qualified as a
foreign  corporation  and  in good standing in all states or other jurisdictions
where the nature and extent of the business transacted by it or the ownership of
assets  makes  such  qualification  necessary, except for those jurisdictions in
which  the  failure  to  so  qualify would not have a material adverse effect on
Borrower's or Guarantor' s financial condition, results of operation or business
or  the rights of Agent in or to any of the Collateral.  The execution, delivery
and  performance  of  this  Agreement,  the  other  Financing Agreements and the
transactions contemplated hereunder and thereunder (a) are all within Borrower's
and  Guarantor's corporate powers, (b) have been duly authorized, (c) are not in
contravention  of law or the terms of Borrower's or such Guarantor's certificate
of  incorporation,  by-laws,  or  other  organizational  documentation,  or  any
indenture,  agreement  or  undertaking  to  which Borrower or any Guarantor is a
party  or  by  which Borrower or any Guarantor or its property are bound and (d)
will not result in the creation or imposition of, or require or give rise to any
obligation  to  grant,  any lien, security interest, charge or other encumbrance
upon  any  property  of Borrower or any Guarantor.  This Agreement and the other
Financing  Agreements  to  which Borrower or any Guarantor is a party constitute
legal,  valid  and binding obligations of Borrower or such Guarantor enforceable
in  accordance  with  their  respective  terms.
                                       68
<PAGE>
     8.2     Name;  State  of  Organization;  Chief Executive Office; Collateral
Locations.
     (a)     The exact legal name of Borrower and each Guarantor is as set forth
on  the  signature  page  of  this Agreement and in the Information Certificate.
Neither  Borrower  nor any Guarantor has, during the past five years, been known
by  or used any other corporate or fictitious name or been a party to any merger
or  consolidation,  or  acquired  all  or substantially all of the assets of any
Person,  or acquired any of its property or assets out of the ordinary course of
business,  except  as  set  forth  in  the  Information  Certificate.
(b)     Borrower and each Guarantor is an organization of the type and organized
in  the  jurisdiction set forth in the Information Certificate.  The Information
Certificate  accurately  sets  forth the organizational identification number of
Borrower and each Guarantor or accurately states that Borrower or such Guarantor
has none and accurately sets forth the federal employer identification number of
Borrower  and  each  Guarantor.
(c)     The  chief  executive  office  and  mailing address of Borrower and each
Guarantor and Borrower's and Guarantor's Records concerning Accounts are located
only  at  the  address  identified  as  such  in Schedule 8.2 to the Information
Certificate  and  its only other places of business and the only other locations
of  Collateral,  if  any,  are  the  addresses  set forth in Schedule 8.2 to the
Information  Certificate,  subject to the rights of Borrower or any Guarantor to
establish  new  locations in accordance with Section 9.2 below.  The Information
Certificate  correctly  identifies  any of such locations which are not owned by
Borrower  or  Guarantor  and  sets  forth  the  owners and/or operators thereof.
     8.3     Financial  Statements;  No  Material  Adverse  Change
     .  All  financial  statements  relating  to Borrower or any Guarantor which
have  been  or  may hereafter be delivered by Borrower or any Guarantor to Agent
and Lenders have been prepared in accordance with GAAP (except as to any interim
financial  statements,  to  the  extent  such  statements  are subject to normal
year-end  adjustments  and  do  not include any notes) and fairly present in all
material  respects  the  financial  condition  and  the  results of operation of
Borrower  and  such  Guarantor  as  at  the  dates and for the periods set forth
therein.  Except  as  disclosed in any interim financial statements furnished by
Borrower  and Guarantors to Agent prior to the date of this Agreement, there has
been  no act, condition or event which has had or is reasonably likely to have a
Material  Adverse  Effect  since  the  date of the most recent audited financial
statements  of  Borrower or any Guarantor furnished by Borrower or any Guarantor
to  Agent  prior  to  the  date  of  this  Agreement.
     8.4     Priority  of  Liens;  Title  to  Properties
     .  The  security  interests and liens granted to Agent under this Agreement
and the other Financing Agreements constitute valid and perfected first priority
liens  and  security  interests  in  and upon the Collateral subject only to the
liens  indicated  on  Schedule  8.4 to the Information Certificate and the other
liens  permitted under Section 9.8 hereof.  Borrower and each Guarantor has good
and  marketable  fee  simple title to or valid leasehold interests in all of its
Real  Property  and  good,  valid  and  merchantable  title  to all of its other
properties  and  assets  subject  to  no  liens,  mortgages,  pledges,  security
interests,  encumbrances  or  charges of any kind, except those granted to Agent
and  such  others  as are specifically listed on Schedule 8.4 to the Information
Certificate  or  permitted  under  Section  9.8  hereof.
                                       69
<PAGE>
     8.5     Tax  Returns
     .  Borrower  and  each  Guarantor  has  filed,  or caused to be filed, in a
timely manner all tax returns, reports and declarations which are required to be
filed  by  it.  All information in such tax returns, reports and declarations is
complete and accurate in all material respects.  Borrower and each Guarantor has
paid  or  caused to be paid all taxes due and payable or claimed due and payable
in  any  assessment received by it, except taxes the validity of which are being
contested  in  good  faith  by  appropriate  proceedings  diligently pursued and
available  to  Borrower  or  such  Guarantor  and with respect to which adequate
reserves have been set aside on its books.  Adequate provision has been made for
the payment of all accrued and unpaid Federal, State, county, local, foreign and
other  taxes  whether  or  not  yet due and payable and whether or not disputed.
     8.6     Litigation
     .  Except  as set forth on Schedule 8.6 to the Information Certificate, (a)
there  is no investigation by any Governmental Authority pending, or to the best
of Borrower's or Guarantor's knowledge threatened, against or affecting Borrower
or  any  Guarantor,  its or their assets or business and (b) there is no action,
suit, proceeding or claim by any Person pending, or to the best of Borrower's or
Guarantor's  knowledge  threatened,  against Borrower or any Guarantor or its or
their  assets or goodwill, or against or affecting any transactions contemplated
by  this Agreement, in each case, which if adversely determined against Borrower
or such Guarantor has or could reasonably be expected to have a Material Adverse
Effect.
     8.7     Compliance  with  Other  Agreement  and  Applicable  Laws.
     (a)     Borrower and Guarantors are not in default in any respect under, or
in  violation  in any respect of the terms of, any material agreement, contract,
instrument,  lease  or other commitment to which it is a party or by which it or
any of its assets are bound.  Borrower and Guarantors are in compliance with the
requirements  of  all  applicable  laws,  rules,  regulations  and orders of any
Governmental  Authority  relating  to  their  respective  businesses, including,
without  limitation,  those  set  forth  in  or  promulgated  pursuant  to  the
Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards
Act  of  1938,  as  amended,  ERISA,  the  Code,  as  amended, and the rules and
regulations  thereunder,  and  all  Environmental  Laws.
(b)     Borrower  and  Guarantors  have obtained all material permits, licenses,
approvals,  consents, certificates, orders or authorizations of any Governmental
Authority  required for the lawful conduct of its business (the "Permits").  All
of the Permits are valid and subsisting and in full force and effect.  There are
no  actions,  claims  or  proceedings  pending  or  to the best of Borrower's or
Guarantor's  knowledge,  threatened  that  seek  the  revocation,  cancellation,
suspension  or  modification  of  any  of  the  Permits.
     8.8     Environmental  Compliance.
     (a)     Except as set forth on Schedule 8.8 to the Information Certificate,
Borrower,  Guarantors and its Subsidiaries of Borrower or any Guarantor have not
generated,  used, stored, treated, transported, manufactured, handled, produced,
released or disposed of any Hazardous Materials, on or off its premises (whether
or not owned by it) in any manner which at any time violates or has violated any
applicable  Environmental  Law  or  Permit,  and  the  operations  of  Borrower,
Guarantors  and  its  Subsidiaries  of Borrower or any Guarantor complies in all
material  respects  with  all  Environmental  Laws  and  all  Permits.
                                       70
<PAGE>
(b)     Except  as  set  forth  on  Schedule 8.8 to the Information Certificate,
there has been no investigation by any Governmental Authority or any proceeding,
complaint,  order,  directive,  claim,  citation  or  notice by any Governmental
Authority  or any other person nor is any pending or threatened, with respect to
any  non-compliance  with  or violation of the requirements of any Environmental
Law by Borrower or any Guarantor and any Subsidiary of Borrower or any Guarantor
or  the  release,  spill  or  discharge,  threatened or actual, of any Hazardous
Material  or  the  generation,  use,  storage,  treatment,  transportation,
manufacture,  handling, production or disposal of any Hazardous Materials or any
other  environmental,  health or safety matter, which adversely affects or could
reasonably  be  expected to adversely affect in any material respect Borrower or
any  Guarantor  or its or their business, operations or assets or any properties
at  which  Borrower or such Guarantor has transported, stored or disposed of any
Hazardous  Materials.
(c)     Except  as  set  forth  on  Schedule 8.8 to the Information Certificate,
Borrower,  Guarantors  and  their  Subsidiaries  have  no  material  liability
(contingent  or  otherwise)  in  connection  with a release, spill or discharge,
threatened  or  actual,  of  any  Hazardous  Materials  or  the generation, use,
storage,  treatment,  transportation,  manufacture,  handling,  production  or
disposal  of  any  Hazardous  Materials.
(d)     Borrower, Guarantors and their Subsidiaries have all Permits required to
be  obtained  or  filed  in  connection  with  the  operations  of  Borrower and
Guarantors  under  any Environmental Law and all of such licenses, certificates,
approvals  or  similar  authorizations  and  other Permits are valid and in full
force  and  effect.
(e)     No  conditions exist at any property, whether or not owned or previously
owned  by  Borrower,  which  could  reasonably  be  expected to give rise to any
liability  under  any  Environmental  Laws.
     8.9     Employee  Benefits.
     (a)     Each  Plan  is  in  compliance  in  all  material respects with the
applicable  provisions  of ERISA, the Code and other Federal or State law.  Each
Plan  which is intended to qualify under Section 401(a) of the Code has received
a  favorable  determination  letter from the Internal Revenue Service and to the
best  of  Borrower's  or Guarantor's knowledge, nothing has occurred which would
cause  the  loss  of such qualification.  Borrower and its ERISA Affiliates have
made  all required contributions to any Plan subject to Section 412 of the Code,
and  no  application  for  a  funding waiver or an extension of any amortization
period  pursuant  to  Section  412 of the Code has been made with respect to any
Plan.
(b)     There  are  no  pending,  or  to  the  best of Borrower's or Guarantor's
knowledge, threatened claims, actions or lawsuits, or action by any Governmental
Authority,  with  respect to any Plan.  There has been no prohibited transaction
or  violation  of  the  fiduciary responsibility rules with respect to any Plan.
(c)     (i)  No  ERISA  Event  has  occurred or is reasonably expected to occur;
(ii)  the current value of each Plan's assets (determined in accordance with the
assumptions  used for funding such Plan pursuant to Section 412 of the Code) are
not  less than such Plan's liabilities under Section 4001(a)(16) of ERISA; (iii)
                                       71
<PAGE>
Borrower  and  each Guarantor, and their ERISA Affiliates, have not incurred and
do  not  reasonably  expect to incur, any liability under Title IV of ERISA with
respect  to  any  Plan (other than premiums due and not delinquent under Section
4007  of  ERISA);  (iv) Borrower and each Guarantor, and their ERISA Affiliates,
have  not  incurred and do not reasonably expect to incur, any liability (and no
event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Section 4201 or 4243 of ERISA with respect
to  a  Multiemployer  Plan; and (v) Borrower and each Guarantor, and their ERISA
Affiliates,  have  not engaged in a transaction that would be subject to Section
4069  or  4212(c)  of  ERISA.
     8.10     Bank  Accounts
     .  All  of  the  deposit accounts, investment accounts or other accounts in
the name of or used by Borrower or any Guarantor maintained at any bank or other
financial  institution  are  set  forth  on  Schedule  8.10  to  the Information
Certificate,  subject  to  the right of Borrower and each Guarantor to establish
new  accounts  in  accordance  with  Section  5.2  hereof.
     8.11     Intellectual  Property
     .  Borrower  and each Guarantor owns or licenses or otherwise has the right
to  use all Intellectual Property necessary for the operation of its business as
presently  conducted  or  proposed  to  be  conducted.  As  of  the date hereof,
Borrower  and  Guarantors  do  not have any Intellectual Property registered, or
subject  to  pending  applications,  in  the  United States Patent and Trademark
Office  or any similar office or agency in the United States, any State thereof,
any  political  subdivision  thereof  or  in any other country, other than those
described  in  Schedule  8.11 to the Information Certificate and has not granted
any  licenses  with  respect thereto other than as set forth in Schedule 8.11 to
the  Information  Certificate.  No  event  has  occurred  which permits or would
permit  after  notice  or passage of time or both, the revocation, suspension or
termination  of  such  rights.  To  the  best  of  Borrower's  and  Guarantor's
knowledge,  (a) no slogan or other advertising device, product, process, method,
substance  or  other  Intellectual  Property  or  goods  bearing  or  using  any
Intellectual  Property  presently  contemplated  to  be  sold  by or employed by
Borrower  or  any  Guarantor  infringes  any  patent,  trademark,  servicemark,
tradename,  copyright, license or other Intellectual Property owned by any other
Person  presently and no claim or litigation is pending or threatened against or
affecting Borrower or any Guarantor contesting its right to sell or use any such
Intellectual  Property  and  (b) no third party has infringed or misappropriated
any  Intellectual Property owned or used by Borrower or any Guarantor.  Schedule
8.11  to  the  Information Certificate sets forth all of the agreements or other
arrangements  of  Borrower  and  each  Guarantor  pursuant  to which Borrower or
Guarantor  has  a  license or other right to use any trademarks, logos, designs,
representations  or  other  Intellectual  Property owned by another person as in
effect  on the date hereof and the dates of the expiration of such agreements or
other arrangements of Borrower or such Guarantor as in effect on the date hereof
(collectively,  together  with  such  agreements or other arrangements as may be
entered  into  by Borrower or any Guarantor after the date hereof, collectively,
the  "License  Agreements"  and  individually,  a  "License  Agreement").  No
trademark,  servicemark,  copyright  or  other Intellectual Property at any time
used  by Borrower or any Guarantor which is owned by another person, or owned by
Borrower  or  such  Guarantor  is  (i)  subject  to any security interest, lien,
collateral  assignment, pledge or other encumbrance in favor of any person other
than  Agent, or (ii) affixed to any Eligible Inventory, except (x) to the extent
permitted  under  the  term of the license agreements listed on Schedule 8.11 to
the Information Certificate and (y) to the extent the sale of Inventory to which
such  Intellectual  Property  is  affixed is permitted to be sold by Borrower or
such  Guarantor  under applicable law (including the United States Copyright Act
of  1976).
                                       72
<PAGE>
     8.12     Subsidiaries;  Affiliates;  Capitalization;  Solvency.
     (a)     Borrower  and  each  Guarantor does not have any direct or indirect
Subsidiaries  or  Affiliates  and  is  not  engaged  in  any  joint  venture  or
partnership except as set forth in Schedule 8.12 to the Information Certificate.
(b)     Borrower and each Guarantor is the record and beneficial owner of all of
the  issued  and outstanding shares of Capital Stock of each of the Subsidiaries
listed  on  Schedule  8.12  to  the  Information  Certificate  as being owned by
Borrower  or  such Guarantor and there are no proxies, irrevocable or otherwise,
with  respect to such shares and no equity securities of any of the Subsidiaries
are  or  may  become  required  to be issued by reason of any options, warrants,
rights to subscribe to, calls or commitments of any kind or nature and there are
no  contracts,  commitments,  understandings  or  arrangements  by  which  its
Subsidiaries  is  or  may  become bound to issue additional shares of it Capital
Stock  or  securities  convertible  into  or  exchangeable  for  such  shares.
(c)     The  issued and outstanding shares of Capital Stock of Borrower and each
Guarantor  are directly and beneficially owned and held by the persons indicated
in  the  Information  Certificate, and in each case all of such shares have been
duly  authorized  and  are  fully paid and non-assessable, free and clear of all
claims,  liens,  pledges  and  encumbrances  of any kind, except as disclosed in
writing  to  Agent  prior  to  the  date  hereof.
(d)     Borrower  and  each Guarantor is Solvent and will continue to be Solvent
after  the  creation of the Obligations, the security interests of Agent and the
other  transaction  contemplated  hereunder.
     8.13     Labor  Disputes.
     (a)     Set forth on Schedule 8.13 to the Information Certificate is a list
(including  dates  of  termination)  of  all  collective  bargaining  or similar
agreements  between  or applicable to Borrower and each Guarantor and any union,
labor  organization  or  other  bargaining  agent in respect of the employees of
Borrower  or  any  Guarantor  on  the  date  hereof.
(b)     There  is  (i)  no  significant  unfair labor practice complaint pending
against  Borrower  or any Guarantor or, to the best of Borrower's or Guarantor's
knowledge, threatened against it, before the National Labor Relations Board, and
no significant grievance or significant arbitration proceeding arising out of or
under  any collective bargaining agreement is pending on the date hereof against
Borrower  or  any Guarantor or, to best of Borrower's or Guarantor' s knowledge,
threatened  against  it, and (ii) no significant strike, labor dispute, slowdown
or  stoppage  is  pending  against  Borrower or any Guarantor or, to the best of
Borrower's  or  Guarantor's  knowledge,  threatened  against  Borrower  or  any
Guarantor.
     8.14     Restrictions  on  Subsidiaries
     .  Except  for  restrictions  contained  in  this  Agreement  or  any other
agreement  with  respect  to Indebtedness of Borrower or any Guarantor permitted
hereunder  as  in  effect  on  the  date  hereof,  there  are  no contractual or
                                       73
<PAGE>
consensual  restrictions on Borrower or any Guarantor or any of its Subsidiaries
which  prohibit  or  otherwise restrict (a) the transfer of cash or other assets
(i)  between  Borrower  or any Guarantor and any of its or their Subsidiaries or
(ii) between any Subsidiaries of Borrower or any Guarantor or (b) the ability of
Borrower  or  any  Guarantor  or  any  of  its  or  their  Subsidiaries to incur
Indebtedness  or  grant  security  interests  to  Agent  or  any  Lender  in the
Collateral.
     8.15     Material  Contracts
     .  Schedule  8.15  to  the  Information Certificate sets forth all Material
Contracts  to  which  Borrower or any Guarantor is a party or is bound as of the
date  hereof.  Borrower and Guarantors have delivered true, correct and complete
copies  of  such  Material  Contracts  to  Agent  on  or before the date hereof.
Borrower  and Guarantors are not in breach or in default in any material respect
of  or  under  any  Material  Contract  and  have not received any notice of the
intention  of  any  other  party  thereto  to  terminate  any Material Contract.
     8.16     Payable  Practices
     .  Borrower  and  each  Guarantor  have not made any material change in the
historical  accounts  payable  practices  from  those  in  effect at the time of
Agent's  most  recent  field  examination  conducted  prior  to the date hereof.
     8.17     Accuracy  and  Completeness  of  Information
     .  All  information  furnished  by  Borrower or any Guarantor in writing to
Agent  or  any  Lender  in  connection  with  this Agreement or any of the other
Financing  Agreements  or  any  transaction  contemplated  hereby  or  thereby,
including  all information on the Information Certificate is true and correct in
all  material  respects  on  the  date  as of which such information is dated or
certified  and  does  not omit any material fact necessary in order to make such
information not misleading.  No event or circumstance has occurred which has had
or could reasonably be expected to have a Material Adverse Affect, which has not
been  fully  and  accurately  disclosed  to  Agent  in writing prior to the date
hereof.
     8.18     Senior  Indebtedness
     .  All  the  Obligations  constitute "Senior Indebtedness", as such term is
defined  in  the  Indenture.
     8.19     Single  Economic  Enterprise
     .  Borrower  and  Guarantors  make  up  a  related  organization of various
entities constituting a single economic and business enterprise so that Borrower
and  Guarantors share an identity of interests such that any benefit received by
any  one  of  them  benefits the others.  Borrower and Guarantors render certain
services  to  or  for  the  benefit  of  each other, purchase or sell and supply
certain  goods to or from or for the benefit of the others, make loans, advances
and provide certain other financial accommodations to or for the benefit of each
other  (including,  inter  alia,  the  payment  by  Borrower  and  Guarantors of
creditors  of  each  other  and  guarantees  by  Borrower  and Guarantors of the
indebtedness  of  each  other)  and  provide  certain administrative, marketing,
payroll  and  management  services  to  or  for  the  benefit  of  each  other.
     8.20     Survival  of  Warranties;  Cumulative
     .  All representations and warranties contained in this Agreement or any of
the  other Financing Agreements shall survive the execution and delivery of this
Agreement  and  shall  be deemed to have been made again to Agent and Lenders on
the  date  of  each additional borrowing or other credit accommodation hereunder
and  shall  be conclusively presumed to have been relied on by Agent and Lenders
regardless  of  any  investigation made or information possessed by Agent or any
Lender.  The representations and warranties set forth herein shall be cumulative
and in addition to any other representations or warranties which Borrower or any
Guarantor  shall  now  or  hereafter give, or cause to be given, to Agent or any
Lender.
                                       74
<PAGE>
SECTION  9.     AFFIRMATIVE  AND  NEGATIVE  COVENANTS
                -------------------------------------
     9.1     Maintenance  of  Existence.
     (a)     Borrower  and each of its Subsidiaries shall at all times preserve,
renew  and  keep in full force and effect its corporate existence and rights and
franchises  with  respect  thereto  and  maintain  in  full force and effect all
licenses,  trademarks,  tradenames, approvals, authorizations, leases, contracts
and  Permits  necessary  to carry on the business as presently or proposed to be
conducted,  except  as  to  any  Subsidiary  as permitted in Section 9.7 hereto.
(b)     Neither  Borrower  nor  any  of  its  Subsidiaries shall change its name
unless  each  of  the  following  conditions  is satisfied: (i) Agent shall have
received  not  less  than thirty (30) days prior written notice from Borrower of
such  proposed  change  in its corporate name, which notice shall accurately set
forth  the  new name; and (ii) Agent shall have received a copy of the amendment
to the Certificate of Incorporation of Borrower or such Subsidiary providing for
the  name  change  certified  by  the  Secretary of State of the jurisdiction of
incorporation  or  organization  of Borrower or such Subsidiary as soon as it is
available.
(c)     Neither  Borrower  nor  any  of  its Subsidiaries shall change its chief
executive  office or its mailing address or organizational identification number
(or  if  it  does  not  have one, shall not acquire one) unless Agent shall have
received  not  less than thirty (30) days' prior written notice from Borrower of
such proposed change, which notice shall set forth such information with respect
thereto  as  Agent  may require and Agent shall have received such agreements as
Agent  may reasonably require in connection therewith.  Neither Borrower nor any
of  its  Subsidiaries  shall  change  its  type of organization, jurisdiction of
organization  or  other  legal  structure.
     9.2     New  Collateral  Locations
     .  Borrower  and  each Subsidiary may only open any new location within the
continental  United  States provided Borrower or such Subsidiary (a) gives Agent
thirty  (30)  days  prior written notice of the intended opening of any such new
location  and (b) executes and delivers, or causes to be executed and delivered,
to  Agent  such  agreements,  documents,  and  instruments  as  Agent  may  deem
reasonably  necessary or desirable to protect its interests in the Collateral at
such  location.
     9.3     Compliance  with  Laws,  Regulations,  Etc.
     (a)     Borrower and each Guarantor shall, and shall cause its Subsidiaries
to,  at  all  times,  comply  in  all  material  respects  with all laws, rules,
regulations,  licenses, approvals, orders and other Permits applicable to it and
duly  observe  all  requirements  of  any  foreign,  Federal,  State  or  local
Governmental  Authority,  including ERISA, the Code, the Occupational Safety and
Health  Act  of  1970,  as  amended,  the  Fair  Labor Standards Act of 1938, as
amended,  and all statutes, rules, regulations, orders, permits and stipulations
relating  to  environmental  pollution and employee health and safety, including
all  of  the  Environmental  Laws.
                                       75
<PAGE>
(b)     Borrower  and each Guarantor shall, and shall cause its Subsidiaries to,
give  written  notice  to  Agent immediately upon Borrower's or such Guarantor's
receipt  of any notice of, or Borrower's or such Guarantor's otherwise obtaining
knowledge  of,  (i)  the occurrence of any event involving the release, spill or
discharge,  threatened  or  actual,  of  any  Hazardous  Material  or  (ii)  any
investigation,  proceeding,  complaint,  order,  directive,  claims, citation or
notice  with  respect  to:  (A)  any  non-compliance  with  or  violation of any
Environmental  Law  by  Borrower  or such Guarantor or (B) the release, spill or
discharge,  threatened  or  actual,  of any Hazardous Material other than in the
ordinary  course  of  business  and other than as permitted under any applicable
Environmental  Law.  Copies  of  all environmental surveys, audits, assessments,
feasibility  studies  and  results  of remedial investigations shall be promptly
furnished,  or  caused  to  be  furnished,  by  Borrower or Guarantors to Agent.
Borrower  and each Guarantor shall take prompt action to respond to any material
non-compliance  with any of the Environmental Laws and shall regularly report to
Agent  on  such  response.
(c)     Without  limiting  the  generality  of  the  foregoing,  whenever  Agent
reasonably  determines  that  there  is  non-compliance,  or any condition which
requires  any  action  by  Borrower  or  any  Guarantor  in  order  to avoid any
non-compliance,  with  any Environmental Law, Borrower shall, at Agent's request
and  Borrower's  expense:  (i)  cause  an  independent  environmental  engineer
reasonably  acceptable  to  Agent  to  conduct  such  tests  of  the  site where
non-compliance  or  alleged  non-compliance  with  such  Environmental  Laws has
occurred  as to such non-compliance and prepare and deliver to Agent a report as
to  such non-compliance setting forth the results of such tests, a proposed plan
for  responding to any environmental problems described therein, and an estimate
of  the  costs  thereof  and (ii) provide to Agent a supplemental report of such
engineer  whenever  the  scope  of  such  non-compliance,  or Borrower's or such
Guarantor's response thereto or the estimated costs thereof, shall change in any
material  respect.
(d)     Borrower  and each Guarantor shall, jointly and severally, indemnify and
hold  harmless  Agent  and  Lenders  and  their  respective directors, officers,
employees,  agents,  invitees, representatives, successors and assigns, from and
against  any  and  all losses, claims, damages, liabilities, costs, and expenses
(including  reasonable  attorneys'  fees  and  expenses)  directly or indirectly
arising  out  of  or  attributable  to  the  use,  generation,  manufacture,
reproduction,  storage,  release, threatened release, spill, discharge, disposal
or  presence  of  a  Hazardous  Material, including the costs of any required or
necessary repair, cleanup or other remedial work with respect to any property of
Borrower or any Guarantor and the preparation and implementation of any closure,
remedial  or  other  required plans.  All representations, warranties, covenants
and  indemnifications  in  this  Section  9.3  shall  survive the payment of the
Obligations  and  the  termination  of  this  Agreement.
     9.4     Payment  of  Taxes  and  Claims
     .  Borrower  and each Guarantor shall, and shall cause its Subsidiaries to,
duly  pay  and  discharge all taxes, assessments, contributions and governmental
charges  upon  or  against  it or its properties or assets, except for taxes the
validity  of  which are being contested in good faith by appropriate proceedings
diligently pursued and available to Borrower, such Guarantor or such Subsidiary,
as  the  case  may be, and with respect to which adequate reserves have been set
aside  on its books.  Borrower and each Guarantor shall be liable for any tax or
penalties  imposed  on  Agent  or  any  Lender  as  a  result  of  the financing
arrangements  provided  for  herein  and  Borrower  and each Guarantor agrees to
indemnify and hold Agent harmless with respect to the foregoing, and to repay to
                                       76
<PAGE>
Agent,  for the benefit of Lenders, on demand the amount thereof, and until paid
by  Borrower or such Guarantor such amount shall be added and deemed part of the
Loans,  provided,  that,  nothing contained herein shall be construed to require
Borrower  or  any Guarantor to pay any income or franchise taxes attributable to
the income of Lenders from any amounts charged or paid hereunder to Lenders. The
foregoing  indemnity  shall  survive  the  payment  of  the  Obligations and the
termination  of  this  Agreement.
     9.5     Insurance
     .  Borrower  and each Guarantor shall, and shall cause its Subsidiaries to,
at  all  times, maintain with financially sound and reputable insurers insurance
with respect to the Collateral against loss or damage and all other insurance of
the  kinds  and  in  the  amounts  customarily  insured  against  or  carried by
corporations of established reputation engaged in the same or similar businesses
and  similarly  situated.  Said  policies  of  insurance  shall  be  reasonably
satisfactory  to  Agent as to form, amount and insurer.  Borrower and Guarantors
shall  furnish  certificates,  policies  or endorsements to Agent as Agent shall
reasonably require as proof of such insurance, and, if Borrower or any Guarantor
fails  to do so, Agent is authorized, but not required, to obtain such insurance
at the expense of Borrower.  All policies shall provide for at least thirty (30)
days  prior written notice to Agent of any cancellation or reduction of coverage
and that Agent may act as attorney for Borrower and each Guarantor in obtaining,
and  at  any  time an Event of Default exists or has occurred and is continuing,
adjusting,  settling,  amending  and  canceling  such  insurance.  Borrower  and
Guarantors  shall  cause  Agent  to  be  named as a loss payee and an additional
insured  (but  without  any  liability  for  any  premiums) under such insurance
policies  and Borrower and any Guarantors shall obtain non-contributory lender's
loss  payable  endorsements  to  all  insurance  policies  in form and substance
satisfactory  to  Agent.  Such lender 's loss payable endorsements shall specify
that  the  proceeds of such insurance shall be payable to Agent as its interests
may  appear  and further specify that Agent and Lenders shall be paid regardless
of any act or omission by Borrower, Guarantor or any of its or their Affiliates.
At  its  option, Agent may apply any insurance proceeds received by Agent at any
time  to  the  cost of repairs or replacement of Collateral and/or to payment of
the  Obligations,  whether  or  not then due, in any order and in such manner as
Agent  may  determine  or  hold  such  proceeds  as  cash  collateral  for  the
Obligations.
     9.6     Financial  Statements  and  Other  Information.
     (a)     Borrower and each Guarantor shall, and shall cause its Subsidiaries
to,  keep  proper  books and records in which true and complete entries shall be
made of all dealings or transactions of or in relation to the Collateral and the
business  of  Borrower,  such  Guarantor  and such Subsidiary in accordance with
GAAP.  Borrower  and  Guarantors shall promptly furnish to Agent and Lenders all
such  financial and other information as Agent shall reasonably request relating
to  the  Collateral  and  the  assets,  business  and operations of Borrower and
Guarantors,  and  to  notify  the  auditors  and  accountants  of  Borrower  and
Guarantors  that  Agent  is  authorized to obtain such information directly from
them.  Without  limiting the foregoing, Borrower and Guarantors shall furnish or
cause to be furnished to Agent, the following: (i) within thirty (30) days after
the end of each Fiscal Month (or, for the Fiscal Month which is the final Fiscal
Month in Borrower's fiscal quarter, within forty-five (45) days after the end of
such  Fiscal  Month),  monthly  unaudited consolidated financial statements, and
unaudited  consolidating  financial  statements  (including in each case balance
                                       77
<PAGE>
sheets,  statements of income and loss, statements of cash flow (which cash flow
statements  may  be  on  a  consolidated basis), and statements of shareholders'
equity),  all in reasonable detail, fairly presenting the financial position and
the  results of the operations of Borrower and its Subsidiaries as of the end of
and  through  such  Fiscal Month, certified to be correct by the chief financial
officer of Borrower, subject to normal year-end adjustments and no footnotes and
accompanied  by  a compliance certificate substantially in the form of Exhibit C
hereto,  along  with  a  schedule  in  a  form  satisfactory  to  Agent  of  the
calculations  used  in  determining,  as  of  the end of such month, (x) whether
Borrower  and  Guarantors  are  in  compliance  with  the covenants set forth in
Sections  9.17, 9.22, 9.23 and 9.25 of this Agreement for such month and (y) the
DMC Sublimit as of the end of such month, (ii) within forty-five (45) days after
the  end  of  each  fiscal  quarter,  quarterly unaudited consolidated financial
statements,  and unaudited consolidating financial statements (including in each
case  balance  sheets,  statements  of  income and loss, statements of cash flow
(which  cash  flow statements may be on a consolidated basis), and statements of
shareholders' equity), all in reasonable detail, fairly presenting the financial
position  and  the results of the operations of Borrower and its Subsidiaries as
of  the  end  of and through such fiscal quarter, certified to be correct by the
chief  financial officer of Borrower, subject to normal year-end adjustments and
the absence of footnotes and (iii) within ninety (90) days after the end of each
fiscal  year,  audited  consolidated  financial  statements  and  unaudited
consolidating  financial  statements of Borrower and its Subsidiaries (including
in  each  case balance sheets, statements of income and loss, statements of cash
flow,  and  statements  of  shareholders'  equity),  and  the accompanying notes
thereto,  all in reasonable detail, fairly presenting the financial position and
the  results of the operations of Borrower and its Subsidiaries as of the end of
and  for  such fiscal year, together with the unqualified opinion of independent
certified  public accountants with respect to the audited consolidated financial
statements,  which  accountants  shall  be  BKD,  LLP  or  another  independent
accounting  firm selected by Borrower and acceptable to Agent, that such audited
consolidated  financial  statements  have been prepared in accordance with GAAP,
and present fairly the results of operations and financial condition of Borrower
and  its  Subsidiaries  as  of  the  end  of and for the fiscal year then ended.
(b)     Borrower  and  Guarantors  shall promptly notify Agent in writing of the
details  of  (i)  any  loss,  damage, investigation, action, suit, proceeding or
claim  relating  to  Collateral having a value of more than $500,000 or which if
adversely  determined  would result in any material adverse change in Borrower's
or  any  Guarantor's  business,  properties,  assets,  goodwill  or  condition,
financial  or  otherwise, (ii) any Material Contract being terminated or amended
or  any  new  Material  Contract  entered  into  (in  which  event  Borrower and
Guarantors shall provide Agent with a copy of such Material Contract), (iii) any
order,  judgment or decree in excess of $500,000 shall have been entered against
Borrower  or any Guarantor or any of its or their properties or assets, (iv) any
notification of a material violation of laws or regulations received by Borrower
or any Guarantor, (v) any ERISA Event, and (vi) the occurrence of any Default or
Event  of  Default.
(c)     Borrower  and  Guarantors  shall  promptly  after  the sending or filing
thereof  furnish  or  cause to be furnished to Agent copies of all reports which
Borrower  or any Guarantor sends to its stockholders generally and copies of all
reports  and  registration statements which Borrower or any Guarantor files with
the  Securities and Exchange Commission, any national securities exchange or the
National  Association  of  Securities  Dealers,  Inc.
                                       78
<PAGE>
(d)     Borrower  and Guarantors shall furnish or cause to be furnished to Agent
such  budgets,  forecasts,  projections  and  other  information  respecting the
Collateral  and the business of Borrower and Guarantors, as Agent may, from time
to time, reasonably request (including, without limitation, an annually prepared
monthly  budget  within  thirty (30) days of the start of Borrower's fiscal year
indicating  line  items  for  budgeted  Borrowing  Base  levels  and  credit
utilization).  Agent  is  hereby  authorized  to deliver a copy of any financial
statement  or  any  other  information  relating to the business of Borrower and
Guarantors  to  any  court  or  other Governmental Authority or to any Lender or
Participant  or prospective Lender or Participant or any Affiliate of any Lender
or  Participant.  Borrower  and each Guarantor hereby irrevocably authorizes and
directs  all accountants or auditors to deliver to Agent, at Borrower's expense,
copies  of the financial statements of Borrower and Guarantor and any reports or
management  letters  prepared  by  such  accountants  or  auditors  on behalf of
Borrower  or any Guarantor and to disclose to Agent and Lenders such information
as  they  may  have  regarding  the  business  of  Borrower  and Guarantor.  Any
documents,  schedules, invoices or other papers delivered to Agent or any Lender
may  be  destroyed or otherwise disposed of by Agent or such Lender one (1) year
after  the  same  are  delivered  to  Agent  or such Lender, except as otherwise
designated  by  Borrower  to  Agent  or  such  Lender  in  writing.
(e)     Borrower shall furnish to Agent on the first Business Day of December of
each  fiscal  year (commencing on December 1, 2005) a revised Schedule 6 to this
Agreement  setting  forth  each  of  the  twelve  (12)  Fiscal  Months  for  the
immediately  following  fiscal  year  of  Borrower.
     9.7     Sale  of  Assets,  Consolidation,  Merger,  Dissolution,  Etc
     .  Borrower  and  each Guarantor shall not, and shall not permit any of its
Subsidiaries (other than Agromarau Industria E. Commercio Ltda.) to, directly or
indirectly,
     (a)     merge  into  or with or consolidate with any other Person or permit
any  other  Person  to merge into or with or consolidate with it except that any
wholly-owned  domestic  Subsidiary  of  Borrower  may  merge  with  and  into or
consolidate  with  any other wholly-owned domestic Subsidiary of Borrower or any
wholly-owned  foreign  Subsidiary  of  Borrower  may  merge  with  and  into  or
consolidate  with  any  other  wholly-owned  foreign  Subsidiary  of  Borrower,
provided,  that,  each of the following conditions is satisfied as determined by
Agent  in  good  faith:  (i)  Agent  shall  have received not less than ten (10)
Business  Days' prior written notice of the intention of such Subsidiaries to so
merge  or  consolidate,  which  notice  shall  set  forth  in  reasonable detail
satisfactory  to  Agent,  the  persons  that are merging or consolidating, which
person  will be the surviving entity, the locations of the assets of the persons
that  are  merging  or  consolidating, and the material agreements and documents
relating  to  such  merger or consolidation, (ii) Agent shall have received such
other  information  with  respect  to  such merger or consolidation as Agent may
reasonably  request,  (iii)  as  of  the  effective  date  of  the  merger  or
consolidation  and  after  giving effect thereto, no Default or Event of Default
shall  exist or have occurred, (iv) Agent shall have received, true, correct and
complete  copies  of  all agreements, documents and instruments relating to such
merger  or  consolidation,  including,  but  not  limited to, the certificate or
certificates  of  merger  to  be  filed with each appropriate Secretary of State
(with a copy as filed promptly after such filing), (v) the surviving corporation
shall  expressly  confirm,  ratify  and assume the Obligations and the Financing
Agreements to which it is a party in writing, in form and substance satisfactory
to  Agent,  and  Borrower  and  Guarantors  shall execute and deliver such other
agreements,  documents  and  instruments  as  Agent  may  request  in connection
therewith;
                                       79
<PAGE>
(b)     sell,  assign,  lease,  transfer,  abandon  or  otherwise dispose of any
Capital  Stock  or  Indebtedness to any other Person or any of its assets to any
other  Person,  except  for
     (i)     sales  of  Inventory  in  the  ordinary  course  of  business,
(ii)     the  sale  or  other disposition of Equipment in the ordinary course of
business  (including  worn-out or obsolete Equipment or Equipment no longer used
or  useful  in  the  business  of Borrower or any Guarantor) so long as (A) such
sales  or  other  dispositions do not involve Equipment having an aggregate fair
market  value  in  excess  of $250,000 for all such Equipment disposed of in any
fiscal  year  of  Borrower or as Agent may otherwise agree and (B) to the extent
such  Equipment  to  be sold is Eligible Equipment, Borrower provides Agent with
prior  written  notice  identifying  such  Equipment  to  be  sold,  and
(iii)     the  issuance  and sale by Borrower of Capital Stock of Borrower after
the date hereof; provided, that, (A) Agent shall have received not less than ten
(10)  Business Days' prior written notice of such issuance and sale by Borrower,
which  notice  shall specify the parties to whom such shares are to be sold, the
terms  of  such  sale, the total amount which it is anticipated will be realized
from  the  issuance and sale of such stock and the net cash proceeds which it is
anticipated  will be received by Borrower from such sale, (B) Borrower shall not
be required to pay any cash dividends or repurchase or redeem such Capital Stock
or  make any other payments in respect thereof, except as otherwise permitted in
Section  9.11  hereof,  (C)  the  terms of such Capital Stock, and the terms and
conditions  of  the  purchase and sale thereof, shall not include any terms that
include  any  limitation on the right of Borrower to request or receive Loans or
Letter  of Credit Accommodations or the right of Borrower to amend or modify any
of  the  terms  and  conditions  of this Agreement or any of the other Financing
Agreements  or  otherwise  in  any  way  relate to or affect the arrangements of
Borrower  with  Agent  and  Lenders  or  are  more  restrictive or burdensome to
Borrower  than  the terms of any Capital Stock in effect on the date hereof, (D)
except  as Agent may otherwise agree in writing, all of the proceeds of the sale
and issuance of such Capital Stock shall be paid to Agent for application to the
Obligations  in  such  order  and  manner  as  Agent may determine or at Agent's
option, to be held as cash collateral for the Obligations and (E) as of the date
of  such  issuance and sale and after giving effect thereto, no Default or Event
of  Default  shall  exist  or  have  occurred,
(iv)     the  issuance  of  Capital Stock of Borrower consisting of common stock
pursuant  to  an employee stock option or grant or similar equity plan or 401(k)
plans  of Borrower or such Guarantor for the benefit of its employees, directors
and consultants, provided, that, in no event shall Borrower or such Guarantor be
required  to  issue,  or  shall  Borrower or such Guarantor issue, Capital Stock
pursuant  to  such stock plans or 401(k) plans which would result in a Change of
Control  or  other  Event  of  Default,
     (c)     wind  up,  liquidate or dissolve except that any Guarantor may wind
up,  liquidate and dissolve, provided, that, each of the following conditions is
satisfied,  (i)  the  winding  up, liquidation and dissolution of such Guarantor
shall  not  violate  any  law  or  any  order  or  decree  of any court or other
Governmental  Authority  in  any material respect and shall not conflict with or
                                       80
<PAGE>
result in the breach of, or constitute a default under, any indenture, mortgage,
deed  of  trust,  or  any other agreement or instrument to which Borrower or any
Guarantor  is  a  party  or  may  be bound, (ii) such winding up, liquidation or
dissolution  shall be done in accordance with the requirements of all applicable
laws  and  regulations,  (iii)  effective  upon  such winding up, liquidation or
dissolution,  all  of  the assets and properties of such Guarantor shall be duly
and  validly  transferred and assigned to Borrower, free and clear of any liens,
restrictions or encumbrances other than the security interest and liens of Agent
(and  Agent  shall have received such evidence thereof as Agent may require) and
Agent  shall  have received such deeds, assignments or other agreements as Agent
may  request  to  evidence  and  confirm  the transfer of such assets to of such
Guarantor  to  Borrower,  (iv)  Agent  shall  have  received  all  documents and
agreements  that  Borrower  or  any  Guarantor  has  filed with any Governmental
Authority  or  as  are  otherwise  required  to  effectuate  such  winding  up,
liquidation  or dissolution, (v) neither Borrower nor any Guarantor shall assume
any  Indebtedness,  obligations  or  liabilities as a result of such winding up,
liquidation  or  dissolution,  or  otherwise  become  liable  in  respect of any
obligations  or  liabilities  of  the  entity that is winding up, liquidating or
dissolving, unless such Indebtedness is otherwise expressly permitted hereunder,
(vi)  Agent  shall  have  received  not  less  than ten (10) Business Days prior
written  notice  of  the  intention  of  such Guarantor to wind up, liquidate or
dissolve,  and  (vii)  as  of  the  date  of  such  winding  up,  liquidation or
dissolution  and  after  giving  effect  thereto, no Default or Event of Default
shall  exist  or  have  occurred;  or
(d)     agree to do any of the foregoing which are otherwise prohibited pursuant
to  Sections  9.7(a),  9.7(b)  or  9.7(c)  hereof.
     9.8     Encumbrances
     .  Borrower  and  each Guarantor shall not, and shall not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any security interest,
mortgage,  pledge, lien, charge or other encumbrance of any nature whatsoever on
any  of  its  assets  or  properties,  including  the  Collateral,  except:
     (a)     the  security  interests  and  liens  of  Agent  for itself and the
benefit  of  Lenders;
(b)     liens  securing  the payment of taxes, assessments or other governmental
charges  or  levies  either  not  yet overdue or the validity of which are being
contested  in  good  faith  by  appropriate  proceedings  diligently pursued and
available to Borrower, such Guarantor or such Subsidiary, as the case may be and
with  respect  to  which  adequate  reserves  have  been set aside on its books;
(c)     non-consensual statutory liens (other than liens securing the payment of
taxes)  arising  in  the ordinary course of Borrower's, such Guarantor's or such
Subsidiary's business to the extent: (i) such liens secure Indebtedness which is
not  overdue  or  (ii)  such  liens  secure  Indebtedness  relating to claims or
liabilities  which  are  fully  insured  and being defended at the sole cost and
expense  and at the sole risk of the insurer or being contested in good faith by
appropriate  proceedings  diligently  pursued  and  available  to Borrower, such
Guarantor  or  such  Subsidiary,  in  each  case  prior  to  the commencement of
foreclosure  or  other  similar  proceedings  and with respect to which adequate
reserves  have  been  set  aside  on  its  books;
                                       81
<PAGE>
(d)     zoning  restrictions,  easements,  licenses,  covenants  and  other
restrictions  affecting  the  use of Real Property which do not interfere in any
material  respect  with the use of such Real Property or ordinary conduct of the
business  of  Borrower, such Guarantor or such Subsidiary as presently conducted
thereon or materially impair the value of the Real Property which may be subject
thereto;
(e)     purchase  money  security  interests  in  Equipment  (including  Capital
Leases)  and  purchase  money  mortgages on Real Property to secure Indebtedness
permitted  under  Section  9.9(b)  hereof;
(f)     pledges and deposits of cash by Borrower or any Guarantor after the date
hereof  in  the  ordinary  course  of  business  in  connection  with  workers'
compensation, unemployment insurance and other types of social security benefits
consistent  with  the  current practices of Borrower or such Guarantor as of the
date  hereof;
(g)     pledges and deposits of cash by Borrower or any Guarantor after the date
hereof  to  secure  the  performance  of  tenders, bids, leases, trade contracts
(other  than for the repayment of Indebtedness), statutory obligations and other
similar  obligations  in each case in the ordinary course of business consistent
with  the current practices of Borrower or such Guarantor as of the date hereof;
provided,  that,  in connection with any performance bonds issued by a surety or
other person, the issuer of such bond shall have waived in writing any rights in
or  to, or other interest in, any of the Collateral in an agreement, in form and
substance  satisfactory  to  Agent;
(h)     liens  arising  from  (i)  operating  leases  and  the precautionary UCC
financing  statement  filings  in  respect  thereof  and (ii) equipment or other
materials  which  are  not  owned  by  Borrower  or any Guarantor located on the
premises  of  Borrower or such Guarantor (but not in connection with, or as part
of,  the financing thereof) from time to time in the ordinary course of business
and  consistent  with  current  practices  of Borrower or such Guarantor and the
precautionary  UCC  financing  statement  filings  in  respect  thereof;
(i)     judgments  and  other  similar  liens  arising  in connection with court
proceedings that do not constitute an Event of Default, provided, that, (i) such
liens  are  being  contested  in  good  faith  and  by  appropriate  proceedings
diligently  pursued,  (ii)  adequate reserves or other appropriate provision, if
any,  as  are  required  by  GAAP  have  been  made  therefor,  (iii)  a stay of
enforcement  of  any  such  liens  is  in  effect and (iv) Agent may establish a
Reserve  with  respect  thereto;
(j)     the  security  interests  and  liens  set  forth  on Schedule 8.4 to the
Information  Certificate;  and
(k)     the  security  interests and liens on the assets of a Foreign Subsidiary
securing Indebtedness of such Foreign Subsidiary to the extent such Indebtedness
is  permitted  under  Section  9.9  hereof.
     9.9     Indebtedness
     .  Borrower  and  each Guarantor shall not, and shall not permit any of its
Subsidiaries  to,  incur, create, assume, become or be liable in any manner with
respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse,
or  otherwise become responsible for (directly or indirectly), the Indebtedness,
performance,  obligations  or  dividends  of  any  other  Person,  except:
                                                                   ------
                                       82
<PAGE>
     (a)     the  Obligations;
(b)     purchase  money  Indebtedness  (including  Capital  Leases but excluding
operating  leases)  arising  after  the  date  hereof  to  the extent secured by
purchase  money  security  interests in Equipment (including Capital Leases) and
purchase  money  mortgages  on  Real  Property  not  to  exceed  $500,000 in the
aggregate  at  any  time  outstanding  so  long  as  such security interests and
mortgages  do  not  apply  to  any  property of Borrower, such Guarantor or such
Subsidiary  other  than  the  Equipment  or  Real  Property so acquired, and the
Indebtedness  secured  thereby does not exceed the cost of the Equipment or Real
Property  so  acquired,  as  the  case  may  be;
(c)     guarantees  by Borrower or any Guarantor of the Obligations of the other
Borrower  or  such  Guarantors  in  favor  of  Agent for the benefit of Lenders;
(d)     the  Indebtedness  of  Borrower  or any Guarantor arising after the date
hereof  pursuant  to  loans by Borrower or any Guarantor permitted under Section
9.10(g)  hereof;
(e)     unsecured  Indebtedness of Borrower arising after the date hereof to any
third  person (but not to Borrower or any other Guarantor), provided, that, each
of  the  following  conditions  is  satisfied  as  determined by Agent: (i) such
Indebtedness  shall  be  on  terms  and conditions acceptable to Agent, Required
Revolving  Lenders  and  Ableco and shall be subject and subordinate in right of
payment  to  the  right  of  Agent and Lenders to receive the prior indefeasible
payment  and  satisfaction in full payment of all of the Obligations pursuant to
the  terms  of an intercreditor agreement between Agent and such third party, in
form  and  substance  satisfactory  to Agent, (ii) Agent shall have received not
less  than  ten  (10)  days prior written notice of the intention of Borrower or
such  Guarantor  to  incur  such  Indebtedness,  which notice shall set forth in
reasonable  detail  satisfactory  to  Agent the amount of such Indebtedness, the
person or persons to whom such Indebtedness will be owed, the interest rate, the
schedule  of  repayments  and  maturity date with respect thereto and such other
information  as  Agent  may request with respect thereto, (iii) Agent shall have
received  true,  correct  and  complete  copies of all agreements, documents and
instruments evidencing or otherwise related to such Indebtedness, (iv) except as
Agent  may otherwise agree in writing, all of the proceeds of the loans or other
accommodations  giving  rise  to  such  Indebtedness  shall be paid to Agent for
application  to  the Obligations in such order and manner as Agent may determine
or  at Agent's option, to be held as cash collateral for the Obligations, (v) as
of  the  date of incurring such Indebtedness and after giving effect thereto, no
Default or Event of Default shall exist or have occurred, (vi) Borrower and such
Guarantor  shall not, directly or indirectly, (A) amend, modify, alter or change
the  terms of such Indebtedness or any agreement, document or instrument related
thereto,  except that Borrower or such Guarantor may, after prior written notice
to  Agent,  amend, modify, alter or change the terms thereof so as to extend the
maturity  thereof, or defer the timing of any payments in respect thereof, or to
forgive  or  cancel  any  portion  of  such Indebtedness (other than pursuant to
payments  thereof),  or  to  reduce  the interest rate or any fees in connection
therewith,  or  (B)  redeem, retire, defease, purchase or otherwise acquire such
Indebtedness (except pursuant to regularly scheduled payments permitted herein),
or set aside or otherwise deposit or invest any sums for such purpose, and (vii)
Borrower  and  Guarantors  shall  furnish  to  Agent  all  notices or demands in
connection  with  such Indebtedness either received by Borrower or any Guarantor
or  on its behalf promptly after the receipt thereof, or sent by Borrower or any
Guarantor  or  on  its behalf concurrently with the sending thereof, as the case
may  be;
                                       83
<PAGE>
(f)     the  Indebtedness  set  forth  on  Schedule  9.9  to  the  Information
Certificate  (including,  without limitation, Indebtedness under the Indenture);
provided,  that,  (i)  Borrower and Guarantors may only make regularly scheduled
payments of principal and interest in respect of such Indebtedness in accordance
with  the terms of the agreement or instrument evidencing or giving rise to such
Indebtedness  as  in effect on the date hereof; provided, that Borrower may make
Permitted Bond Repurchases in accordance with Section 9.23 hereof, (ii) Borrower
and  Guarantors  shall  not, directly or indirectly, (A) amend, modify, alter or
change  the  terms of such Indebtedness or any agreement, document or instrument
related  thereto  as  in  effect  on  the  date hereof, except that Borrower and
Guarantors  may,  after  prior  written notice to Agent, amend, modify, alter or
change  the  terms  thereof  so  as to extend the maturity thereof, or defer the
timing  of  any payments in respect thereof, or to forgive or cancel any portion
of such Indebtedness (other than pursuant to payments thereof), or to reduce the
interest  rate  or  any  fees  in  connection  therewith, or (B) redeem, retire,
defease,  purchase  or  otherwise  acquire  such  Indebtedness,  or set aside or
otherwise  deposit  or  invest any sums for such purpose, and (iii) Borrower and
Guarantors shall furnish to Agent all notices or demands in connection with such
Indebtedness  either  received  by  Borrower  or any Guarantor or on its behalf,
promptly  after  the receipt thereof, or sent by Borrower or any Guarantor or on
its  behalf,  concurrently  with  the  sending  thereof,  as  the  case  may be;
(g)     Indebtedness  consisting  of  unsecured  loans made by J. Craig Sloan to
Borrower  from  time to time; provided, that, (i) the aggregate principal amount
                              --------  ----
of  such  loans  outstanding  at  any time shall not exceed $2,500,000, (ii) the
interest  rate  applicable  to such loans shall never exceed the then applicable
Interest  Rate  with respect to Prime Rate loans that are Revolving Loans, (iii)
all  proceeds  of  such  loans  shall  be  paid  to Agent for application to the
Obligations in such order as Agent shall determine, (iv) Borrower shall not make
any  interest  or  principal payments on such loans at any time when an Event of
Default has occurred and is continuing or would result from any such payment and
(v)  Borrower shall not make any interest or principal payments on such loans if
immediately before, and immediately after giving effect to, such payment, Excess
Availability  is  less  than  $5,000,000;  and
(h)     Indebtedness  incurred  after the date hereof by a Foreign Subsidiary to
any  Person  (other  than  to Borrower or any Subsidiary of Borrower); provided,
                                                                       --------
that, (i) at the time of incurring such Indebtedness, such Foreign Subsidiary is
   -
not  an  Obligor  with  respect to the Exim Revolving Loans and is not otherwise
subject to the Exim Guarantee Documents, (ii) recourse for any such Indebtedness
shall  only  be  against such Foreign Subsidiary and the terms and conditions of
such  Indebtedness shall not restrict or in any manner affect the obligations of
Borrower  and  the  Guarantors under the Financing Agreements, (iii) at the time
and  after giving effect to such incurrence of Indebtedness, no Event of Default
shall  have  occurred  and  be  continuing,  (iv)  the  aggregate amount of such
Indebtedness  that  may  be  outstanding at any time to all Foreign Subsidiaries
(other  than Agromarau Industria E. Commercio Ltda.) shall not exceed $6,000,000
and  (v) the proceeds of all such Indebtedness incurred under this clause (h) in
excess  of  $1,000,000 at any time outstanding shall be used to prepay the Loans
by  (A)  applying 50% of such excess proceeds (or such greater percentage to the
                                       84
<PAGE>
extent  the outstanding amount of Revolving Loans is or will become paid in full
after  the  application in clause (B) below) to prepay the outstanding principal
amount  of  the Term Loan and (B) applying the other 50% of such excess proceeds
(or  such  greater  percentage  to  the  extent  the Term Loan is or will become
prepaid  in  full  after  the  application  in  clause A above) against the then
outstanding  Fixed  Asset  Amount, in inverse order of maturity until reduced to
$0,  then  to  the  remaining  outstanding  principal amount of Revolving Loans.
     9.10     Loans,  Investments,  Etc
     .  Borrower  and  each  Guarantor  shall  not,  and  shall  not  permit its
Subsidiaries  to,  directly  or  indirectly,  make  any  loans  or advance money
(including  trade  credit  outstanding to any Foreign Subsidiary) or property to
any  person,  or  invest  in (by capital contribution, dividend or otherwise) or
purchase or repurchase the Capital Stock or Indebtedness or all or a substantial
part  of  the  assets  or  property  of  any  person,  or  form  or  acquire any
Subsidiaries,  or  agree  to  do  any  of  the  foregoing,  except:
     (a)     the  endorsement  of  instruments  for collection or deposit in the
ordinary  course  of  business;
(b)     investments  in  cash  or Cash Equivalents, provided, that, (i) no Loans
are  then  outstanding  and  (ii) the terms and conditions of Section 5.2 hereof
shall  have  been  satisfied  with  respect  to  the deposit account, investment
account  or  other  account  in  which  such  cash or Cash Equivalents are held;
(c)     the existing equity investments of Borrower and each Guarantor as of the
date  hereof  in  its  Subsidiaries,  provided,  that,  neither Borrower nor any
Guarantor  shall have any further obligations or liabilities to make any capital
contributions  or other additional investments or other payments to or in or for
the  benefit  of  any  of  such  Subsidiaries;
(d)     loans and advances by Borrower or any Guarantor to employees of Borrower
or  such  Guarantor  not  to  exceed  the  principal  amount  of $250,000 in the
aggregate at any time outstanding for: (i) reasonably and necessary work-related
travel  or  other  ordinary business expenses to be incurred by such employee in
connection  with  their  work for Borrower or such Guarantor and (ii) reasonable
and  necessary  relocation  expenses  of such employees (including home mortgage
financing  for  relocated  employees);
(e)     stock  or  obligations issued to Borrower or any Guarantor by any Person
(or the representative of such Person) in respect of Indebtedness of such Person
owing  to  Borrower  or  such  Guarantor  in  connection  with  the  insolvency,
bankruptcy,  receivership  or  reorganization of such Person or a composition or
readjustment  of  the  debts of such Person; provided, that, the original of any
such stock or instrument evidencing such obligations shall be promptly delivered
to  Agent,  upon  Agent's request, together with such stock power, assignment or
endorsement  by  Borrower  or  such  Guarantor  as  Agent  may  request;
(f)     obligations of account debtors to Borrower or any Guarantor arising from
Accounts  which are past due evidenced by a promissory note made by such account
debtor  payable to Borrower or such Guarantor; provided, that, promptly upon the
receipt  of  the  original  of  any  such  promissory  note  by Borrower or such
Guarantor,  such  promissory  note  shall  be  endorsed to the order of Agent by
Borrower  or  such  Guarantor  and  promptly  delivered to Agent as so endorsed;
                                       85
<PAGE>
(g)     loans  by  Borrower  or any Guarantor to Borrower or any other Guarantor
after  the  date  hereof,  provided,  that,
     (i)     as  to all of such loans, (A) within thirty (30) days after the end
of  each  Fiscal  Month,  Borrower  shall  provide to Agent a report in form and
substance  satisfactory  to  Agent of the outstanding amount of such loans as of
the  last  day  of the immediately preceding month and indicating any loans made
and  payments  received  during  the  immediately  preceding  month,  (B)  the
Indebtedness  arising  pursuant  to  any  such  loan shall not be evidenced by a
promissory  note or other instrument, unless the single original of such note or
other instrument is promptly delivered to Agent upon its request to hold as part
of  the Collateral, with such endorsement and/or assignment by the payee of such
note  or  other  instrument as Agent may require, (C) as of the date of any such
loan  (except for Loans deemed made pursuant to Section 6.3(d) hereof) and after
giving  effect  thereto,  Borrower  or  any  Guarantor making such loan shall be
Solvent,  and  (D) as of the date of any such loan (except for Loans deemed made
pursuant  to  Section 6.3(d) hereof) and after giving effect thereto, no Default
or  Event  of  Default  shall  exist  or  have  occurred  and  be  continuing,
(ii)     as  to  loans  by a Guarantor to Borrower, (A) the Indebtedness arising
pursuant  to  such loan shall be subject to, and subordinate in right of payment
to,  the  right  of  Agent  and  Lenders  to receive the prior final payment and
satisfaction  in  full  of  all  of  the  Obligations  on  terms  and conditions
acceptable  to  Agent,  (B)  promptly  upon  Agent's  request,  Agent shall have
received a subordination agreement, in form and substance satisfactory to Agent,
providing  for  the  terms  of  the  subordination  in  right of payment of such
Indebtedness  of Borrower to the prior final payment and satisfaction in full of
all  of  the  Obligations,  duly  authorized,  executed  and  delivered  by such
Guarantor and Borrower, and (C) Borrower shall not, directly or indirectly make,
or  be  required  to make, any payments in respect of such Indebtedness prior to
the  end  of  the  then  current  term  of  this  Agreement;
(iii)     as  to  loans by a Borrower to a Guarantor, as of the date of any such
loan  and after giving effect thereto, (A) Excess Availability shall be not less
than  $5,000,000  and (B) the aggregate amount of loans made to Guarantors which
are  outstanding  at  any  time  shall  not  exceed  $3,000,000;
     (h)     loans  by Borrower after the date hereof to any Foreign Subsidiary;
provided,  that,  (i)  as  to  any  such  loan,  Borrower  complies with all the
--------   ----
conditions  set  forth  in  clause  (g)(i)  of  this  Section  9.10, (ii) Excess
--------
Availability  shall be no less than $5,000,000 after giving effect to such loan,
--------
(iii) the aggregate amount of loans made to such Foreign Subsidiaries (excluding
Agromarau  Industria E. Commercio Ltda.) which are outstanding at any time shall
not  exceed  $500,000  and  (iv) the aggregate amount of loans made to Agromarau
Industria  E. Commercio Ltda. which are outstanding at any time shall not exceed
$500,000;
(i)     the  loans  and  advances  set forth on Schedule 9.10 to the Information
Certificate;  provided,  that,  as  to  such  loans  and  advances, Borrower and
              --------   ----
Guarantors shall not, directly or indirectly, amend, modify, alter or change the
terms  of  such  loans  and  advances  or  any agreement, document or instrument
                                       86
<PAGE>
related  thereto  and Borrower and Guarantors shall furnish to Agent all notices
or  demands  in  connection  with  such  loans  and  advances either received by
Borrower  or any Guarantor or on its behalf, promptly after the receipt thereof,
or  sent  by  Borrower  or any Guarantor or on its behalf, concurrently with the
sending  thereof,  as  the  case  may  be;
(j)     the making of Permitted Bond Repurchases in accordance with Section 9.23
hereof;  and
(k)     intercompany  advances  which  consist  of  the  deferred  and/or unpaid
balance  of  the  purchase price of goods, materials and/or services provided by
Borrower  to any Foreign Subsidiary; provided, that the aggregate amount of such
                                     --------
advances does not exceed (i) $5,000,000 outstanding at any time in the aggregate
for all Foreign Subsidiaries (other than Agromarau Industria E. Commercio Ltda.)
and  (ii)  $500,000  outstanding  at  any  time  in  the aggregate for Agromarau
Industria  E.  Commercio  Ltda.
     9.11     Dividends  and  Redemptions
     .  Borrower  and  each Guarantor shall not, directly or indirectly, declare
or  pay  any dividends on account of any shares of class of any Capital Stock of
Borrower  or  such  Guarantor  now  or  hereafter  outstanding,  or set aside or
otherwise  deposit  or  invest  any  sums  for  such purpose, or redeem, retire,
defease,  purchase or otherwise acquire any shares of any class of Capital Stock
(or  set aside or otherwise deposit or invest any sums for such purpose) for any
consideration  or apply or set apart any sum, or make any other distribution (by
reduction  of capital or otherwise) in respect of any such shares or agree to do
any  of  the  foregoing,  except  that:
     (a)     Borrower  or  any  Guarantor  may declare and pay such dividends or
redeem,  retire,  defease, purchase or otherwise acquire any shares of any class
of  Capital  Stock  for  consideration in the form of shares of common stock (so
long  as  after  giving  effect thereto no Change of Control or other Default or
Event  of  Default  shall  exist  or  occur);
(b)     any Subsidiary of Borrower or a Guarantor may pay dividends to Borrower;
(c)     so  long  as  Borrower remains a Subchapter S Corporation under the Code
for  any fiscal year, Borrower may make distributions to its shareholders in the
amounts  of state and federal income tax payments (including estimated payments)
to  the extent then due and attributable to income of Borrower, determined using
the highest state and federal income tax rates applicable to the shareholders of
Borrower  (herein  "Tax Distributions"); provided, that, (i) prior to the making
                                         --------  ----
of  Tax  Distributions  in  any  fiscal quarter, Borrower shall have provided to
Agent  (A)  a  schedule  prepared  by  Borrower's  tax accountants detailing the
calculations  of estimated Tax Distributions for such fiscal quarter and (B) any
such  additional  information as Agent may reasonably request pertaining to such
Tax Distributions; (ii) Agent has provided its prior written consent to such Tax
Distributions  which  consent  shall  not be unreasonably withheld or delayed so
long  as  (A)  Agent  is satisfied that the amount of such Tax Distributions has
been  properly  ascertained  and  (B)  no  Event  of Default has occurred and is
continuing;  and  (iii) in the event that aggregate Tax Distributions in respect
of  any  fiscal  year  exceed  the actual state and federal income taxes of such
shareholders  attributable  to  the income of Borrower in respect of such fiscal
year,  Borrower  shall  demand  a  repayment  of such excess from the applicable
shareholders and, to the extent not repaid, shall offset such excess against any
future  Tax  Distributions  to  such  shareholders;
                                       87
<PAGE>
(d)     Borrower  may  pay dividends, to the extent permitted by applicable law,
in  an aggregate amount of up to $83,333 in any calendar month so long as no (i)
Event  of  Default  has  occurred  and  is  continuing  immediately  before, and
immediately  after  giving  effect  to,  such  dividend  and (ii) Borrower is in
compliance  with Section 10.12 of the Indenture at the time of, and after giving
effect  to,  such  dividend;  and
(e)     Borrower  and  Guarantors  may  repurchase  Capital  Stock consisting of
common  stock  held  by  employees pursuant to any employee stock ownership plan
thereof  upon  the  termination,  retirement  or  death  of any such employee in
accordance  with  the  provisions  of  such plan, provided, that, as to any such
repurchase, each of the following conditions is satisfied: (i) as of the date of
the  payment  for such repurchase and after giving effect thereto, no Default or
Event  of  Default  shall  exist  or  have occurred and be continuing, (ii) such
repurchase  shall  be  paid  with  funds  legally available therefor, (iii) such
repurchase  shall  not  violate  any  law  or  regulation  or  the  terms of any
indenture,  agreement  or  undertaking  to which Borrower or such Guarantor is a
party or by which Borrower or such Guarantor or its or their property are bound,
and  (iv)  the  aggregate  amount  of  all  payments for such repurchases in any
calendar  year  shall  not  exceed  $100,000.
     9.12     Transactions  with  Affiliates
     .  Borrower  and  each  Guarantor  shall  not,  directly  or  indirectly:
     (a)     purchase,  acquire or lease any property from, or sell, transfer or
lease  any  property to, any officer, director or other Affiliate of Borrower or
such  Guarantor, except in the ordinary course of and pursuant to the reasonable
requirements of Borrower's or Guarantor's business (as the case may be) and upon
fair  and  reasonable terms no less favorable to Borrower or such Guarantor than
Borrower or such Guarantor would obtain in a comparable arm's length transaction
with  an  unaffiliated  person;  provided that, in any event, Borrower may lease
                                 -------- ----
real  estate  and equipment from RAD Properties, Inc. and from Jerry Collins for
rents  not  to  exceed  an  aggregate  amount  of  $450,000  per fiscal year; or
(b)     make  any  payments  (whether  by fees, advances, loans or otherwise) of
management,  consulting  or other fees for management or similar services, or of
any  Indebtedness  owing  to any officer, employee, shareholder, director or any
other  Affiliate  of  Borrower  or  such  Guarantor,  except  (i)  reasonable
compensation  to  officers,  employees  and  directors  for services rendered to
Borrower or such Guarantor in the ordinary course of business, and (ii) payments
by  Borrower  or  any  Guarantor to Borrower for actual and necessary reasonable
out-of-pocket  legal  and  accounting, insurance, marketing, payroll and similar
types  of services paid for by Borrower on behalf of Borrower or such Guarantor,
in  the  ordinary  course  of  their  respective businesses, provided, that, the
                                                             --------  ----
aggregate  amount  of  all  such  payments  in  any fiscal year shall not exceed
$250,000.
     9.13     Compliance  with  ERISA
     .  Borrower  and  each  Guarantor  shall, and shall cause each of its ERISA
Affiliates,  to:  (a)  maintain each Plan in compliance in all material respects
with  the  applicable  provisions of ERISA, the Code and other Federal and State
                                       88
<PAGE>
law;  (b) cause each Plan which is qualified under Section 401(a) of the Code to
maintain  such qualification; (c) not terminate any of such Plans so as to incur
any  material  liability  to  the  Pension Benefit Guaranty Corporation; (d) not
allow  or suffer to exist any prohibited transaction involving any of such Plans
or  any  trust created thereunder which would subject Borrower or such Guarantor
to  a  material  tax  or  penalty  or other liability on prohibited transactions
imposed  under  Section  4975  of  the  Code  or  ERISA;  (e)  make all required
contributions  to  any  Plan  which  it is obligated to pay under Section 302 of
ERISA,  Section  412  of  the  Code  or the terms of such Plan; (f) not allow or
suffer  to exist any accumulated funding deficiency, whether or not waived, with
respect  to  any  such Plan; or (g) allow or suffer to exist any occurrence of a
reportable  event or any other event or condition which presents a material risk
of termination by the Pension Benefit Guaranty Corporation of any such Plan that
is  a  single  employer  plan,  which  termination  could result in any material
liability  to  the  Pension  Benefit  Guaranty  Corporation.
     9.14     End  of  Fiscal  Years;  Fiscal  Quarters
     .  Borrower  and  each  Guarantor  shall, for financial reporting purposes,
cause  its, and each of its Subsidiaries' (a) fiscal years to end on December 31
of  each  year  and (b) fiscal quarters to end on dates which are thirteen (13),
twenty-six  (26),  thirty-nine (39) and fifty-two (52) weeks following the prior
fiscal  year  end.
     9.15     Change  in  Business
     .  Borrower  and  each  Guarantor  shall  not,  and  shall  not  permit its
Subsidiaries  to,  engage  in  any business other than the business of Borrower,
such Guarantor or such Subsidiary on the date hereof and any business reasonably
related,  ancillary  or  complimentary  to  the business in which Borrower, such
Guarantor  or  such  Subsidiary  is  engaged  on  the  date  hereof.
     9.16     Limitation  of  Restrictions  Affecting  Subsidiaries
     .  Borrower  and  each Guarantor shall not, directly, or indirectly, create
or  otherwise  cause  or  suffer  to  exist any encumbrance or restriction which
prohibits  or  limits  the  ability  of  its  Subsidiaries  of  Borrower or such
Guarantor  to  (a)  pay  dividends  or  make  other  distributions  or  pay  any
Indebtedness  owed to Borrower or such Guarantor or its Subsidiaries of Borrower
or  such  Guarantor; (b) make loans or advances to Borrower or such Guarantor or
its  Subsidiaries  of  Borrower  or  such  Guarantor,  (c)  transfer  any of its
properties  or  assets  to  Borrower  or  such  Guarantor or its Subsidiaries of
Borrower  or such Guarantor; or (d) create, incur, assume or suffer to exist any
lien  upon  any  of  its  property,  assets  or  revenues,  whether now owned or
hereafter  acquired,  other than encumbrances and restrictions arising under (i)
applicable  law,  (ii)  this  Agreement,  (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of Borrower
or  such  Guarantor  or  its  Subsidiaries  of  Borrower or such Guarantor, (iv)
customary  restrictions  on  dispositions  of  real  property interests found in
reciprocal easement agreements of Borrower or such Guarantor or its Subsidiaries
of  Borrower  or  such  Guarantor,  (v)  any  agreement  relating  to  permitted
Indebtedness incurred by a Subsidiary of Borrower or such Guarantor prior to the
date  on  which  such  Subsidiary was acquired by Borrower or such Guarantor and
outstanding  on  such  acquisition  date,  (vi)  any  agreement  relating  to
Indebtedness  permitted under Section 9.9(h) hereof so long as such encumbrances
and  restrictions  are  imposed  only  on  the Foreign Subsidiary incurring such
Indebtedness  and (vii) the extension or continuation of contractual obligations
in  existence  on  the  date  hereof;  provided,  that, any such encumbrances or
                                       --------   ----
restrictions  contained  in such extension or continuation are no less favorable
to  Agent and Lenders than those encumbrances and restrictions under or pursuant
to  the  contractual  obligations  so  extended  or  continued.
                                       89
<PAGE>
     9.17     Secured  Indebtedness  to  EBITDA  Ratio
     .  At any time any amount of the Term Loan is outstanding, Borrower and its
Subsidiaries  on  a  consolidated  basis shall, at the end of each Fiscal Month,
have a ratio of Secured Funded Debt to EBITDA for the twelve Fiscal Month period
then  ended  of  not  more  than  3:00  to  1:00.
     9.18     License  Agreements.
     (a)     Borrower  and  each  Guarantor  shall  (i)  promptly and faithfully
observe  and  perform  all  of  the  material  terms,  covenants, conditions and
provisions  of  the  material  License  Agreements  to which it is a party to be
observed  and  performed by it, at the times set forth therein, if any, (ii) not
do,  permit,  suffer  or  refrain  from  doing anything that could reasonably be
expected  to  result  in  a  default  under or breach of any of the terms of any
material License Agreement, (iii) not cancel, surrender, modify, amend, waive or
release  any  material  License  Agreement  in any material respect or any term,
provision  or  right  of  the  licensee  thereunder  in any material respect, or
consent  to  or  permit  to occur any of the foregoing; except, that, subject to
Section  9.19(b)  below,  Borrower  or  such  Guarantor may cancel, surrender or
release any material License Agreement in the ordinary course of the business of
Borrower  or  such Guarantor; provided, that, Borrower or such Guarantor (as the
case  may  be)  shall  give  Agent  not less than thirty (30) days prior written
notice  of  its  intention to so cancel, surrender and release any such material
License Agreement, (iv) give Agent prompt written notice of any material License
Agreement  entered  into  by  Borrower  or such Guarantor after the date hereof,
together  with  a  true,  correct  and  complete  copy  thereof  and  such other
information  with  respect  thereto  as Agent may request, (v) give Agent prompt
written  notice of any material breach of any obligation, or any default, by any
party  under any material License Agreement, and deliver to Agent (promptly upon
the  receipt  thereof  by  Borrower or such Guarantor in the case of a notice to
Borrower or such Guarantor and concurrently with the sending thereof in the case
of  a  notice  from Borrower or such Guarantor) a copy of each notice of default
and every other notice and other communication received or delivered by Borrower
or  such  Guarantor  in  connection  with  any  material License Agreement which
relates  to  the  right  of  Borrower  or  such Guarantor to continue to use the
property  subject to such License Agreement, and (vi) furnish to Agent, promptly
upon the request of Agent, such information and evidence as Agent may reasonably
require  from time to time concerning the observance, performance and compliance
by  Borrower  or  such  Guarantor or the other party or parties thereto with the
material  terms,  covenants  or  provisions  of  any material License Agreement.
(b)     Borrower  and each Guarantor will either exercise any option to renew or
extend  the  term  of  each material License Agreement to which it is a party in
such  manner  as  will  cause  the term of such material License Agreement to be
effectively  renewed or extended for the period provided by such option and give
prompt  written  notice thereof to Agent or give Agent prior written notice that
Borrower  or  such  Guarantor does not intend to renew or extend the term of any
such  material  License  Agreement  or  that the term thereof shall otherwise be
expiring,  not  less  than  sixty  (60)  days  prior  to  the  date  of any such
non-renewal  or  expiration.  In  the  event  of the failure of Borrower or such
Guarantor  to  extend  or  renew any material License Agreement to which it is a
party,  Agent  shall  have,  and  is  hereby  granted, the irrevocable right and
authority,  at  its option, to renew or extend the term of such material License
Agreement,  whether  in  its own name and behalf, or in the name and behalf of a
designee  or  nominee  of  Agent  or  in the name and behalf of Borrower or such
Guarantor,  as  Agent shall determine at any time that an Event of Default shall
exist  or have occurred and be continuing.  Agent may, but shall not be required
to,  perform  any or all of such obligations of Borrower or such Guarantor under
any of the License Agreements, including, but not limited to, the payment of any
or all sums due from Borrower or such Guarantor thereunder.  Any sums so paid by
Agent  shall  constitute  part  of  the  Obligations.
                                       90
<PAGE>
     9.19     After  Acquired  Real  Property
     .  If  Borrower  or  any  Guarantor  hereafter  acquires any Real Property,
fixtures  or  any  other property that is of the kind or nature described in the
Mortgages and such Real Property, fixtures or other property at any one location
has  a fair market value in an amount equal to or greater than $250,000 (or if a
Default  or Event of Default exists, then regardless of the fair market value of
such  assets)  (but  excluding  any such Real Property and fixtures subject to a
purchase  money  mortgage  to secure Indebtedness incurred to purchase such Real
Property  and fixtures under Section 9.9(b) unless the fair market value of such
Real Property and fixtures exceeds such purchase money Indebtedness by an amount
equal  to  or  greater than $250,000 and the mortgage holder does not prohibit a
second  lien  in  favor of Agent), without limiting any other rights of Agent or
any Lender, or duties or obligations of Borrower or any Guarantor, promptly upon
Agent's request, Borrower or such Guarantor shall execute and deliver to Agent a
mortgage,  deed of trust or deed to secure debt, as Agent may determine, in form
and  substance  substantially  similar to the Mortgages and as to any provisions
relating  to  specific  state laws satisfactory to Agent and in form appropriate
for  recording in the real estate records of the jurisdiction in which such Real
Property  or  other  property is located granting to Agent a first and only lien
and  mortgage  on and security interest in such Real Property, fixtures or other
property  (except  as Borrower or such Guarantor would otherwise be permitted to
incur  hereunder  or under the Mortgages or as otherwise consented to in writing
by  Agent)  and  such  other  agreements, documents and instruments as Agent may
require  in  connection  therewith.
     9.20     Costs  and  Expenses
     .  Borrower  and  Guarantors  shall  pay to Agent and Lenders on demand all
costs,  expenses,  filing  fees and taxes paid or payable in connection with the
preparation,  negotiation,  execution,  delivery,  recording,  administration,
collection,  liquidation,  enforcement  and  defense of the Obligations, Agent's
rights in the Collateral, this Agreement, the other Financing Agreements and all
other documents related hereto or thereto, including any amendments, supplements
or  consents  which  may  hereafter be contemplated (whether or not executed) or
entered  into  in  respect  hereof  and  thereof,  including:  (a) all costs and
expenses  of  filing  or  recording (including Uniform Commercial Code financing
statement  filing  taxes  and  fees,  documentary  taxes,  intangibles taxes and
mortgage  recording  taxes  and fees, if applicable); (b) costs and expenses and
fees  for insurance premiums, appraisal fees and search fees, costs and expenses
of  remitting  loan  proceeds, collecting checks and other items of payment, and
establishing  and  maintaining  the  Blocked  Accounts,  together  with  Agent's
customary  charges  and fees with respect thereto; (c) charges, fees or expenses
charged  by  any  bank  or  issuer  in  connection  with  the  Letter  of Credit
Accommodations;  (d)  costs  and  expenses  of  preserving  and  protecting  the
Collateral; (e) costs and expenses paid or incurred in connection with obtaining
payment of the Obligations, enforcing the security interests and liens of Agent,
selling  or otherwise realizing upon the Collateral, and otherwise enforcing the
provisions of this Agreement and the other Financing Agreements or defending any
claims  made  or  threatened  against  Agent  or  any  Lender arising out of the
transactions  contemplated  hereby  and  thereby (including preparations for and
consultations  concerning  any such matters); (f) all out-of-pocket expenses and
costs  heretofore  and from time to time hereafter incurred by Agent and Lenders
during  the  course  of  periodic  field  examinations  of  the  Collateral  and
Borrower's or such Guarantor's operations, plus a per diem charge at the rate of
$800  per  person per day for Agent's examiners in the field and office; and (g)
the  fees and disbursements of counsel (including legal assistants) to Agent and
Lenders  in  connection  with  any  of  the  foregoing.
                                       91
<PAGE>
     9.21     Further  Assurances
     .  At  the request of Agent at any time and from time to time, Borrower and
Guarantors  shall,  at  their  expense, duly execute and deliver, or cause to be
duly executed and delivered, such further agreements, documents and instruments,
and  do  or  cause to be done such further acts as may be necessary or proper to
evidence,  perfect, maintain and enforce the security interests and the priority
thereof in the Collateral and to otherwise effectuate the provisions or purposes
of  this  Agreement  or any of the other Financing Agreements.  Agent may at any
time  and from time to time request a certificate from an officer of Borrower or
any  Guarantor representing that all conditions precedent to the making of Loans
and  providing  Letter  of Credit Accommodations contained herein are satisfied.
In the event of such request by Agent, Agent and Lenders may, at Agent's option,
cease  to  make  any  further  Loans  or  provide  any  further Letter of Credit
Accommodations until Agent has received such certificate and, in addition, Agent
has  determined  that  such  conditions  are  satisfied.
     9.22     Fixed  Charge  Coverage  Ratio
     .  At  any  time when a Trigger Event exists, Borrower and its Subsidiaries
on  a consolidated basis shall, at the end of each Fiscal Month (including as of
the  end of the Fiscal Month immediately prior to the occurrence of such Trigger
Event),  have  a  Fixed Charge Coverage Ratio for the twelve Fiscal Month period
then  ended  of  not  less  than  1:00  to  1:00.
     9.23     Permitted  Bond  Repurchases
     .  Borrower  and  Guarantors  shall  not  and  shall  not  permit  their
Subsidiaries  to  prepay,  repurchase or defease any Indebtedness existing under
the  Indenture  (a  "Bond Repurchase") except that Borrower may make one or more
Bond  Repurchases  (each, a "Permitted Bond Repurchase") so long as (a) Borrower
provides  Agent  with  prior  written notice of its proposal to engage in a Bond
Repurchase specifying (i) the date of such Bond Repurchase, (ii) the face amount
of  the  Indebtedness  subject  to  such Bond Repurchase and (iii) the amount of
Non-Exim  Revolving Loans to be advanced to pay for such Bond Repurchase, (b) no
Default  or  Event of Default has occurred and is continuing immediately before,
and  immediately  after giving effect to, such Bond Repurchase, and (c) Borrower
has  Excess Availability immediately before, and immediately after giving effect
to,  such  Bond  Repurchase in an amount equal to at least (i) $5,000,000 at any
time  when the aggregate amount of Bond Repurchases (including the proposed Bond
Repurchase)  made  by  Borrower  since  the date hereof is less than or equal to
$12,500,000  or  (ii)  the greater of (A) $10,000,000 or (B) the amount equal to
one  hundred twenty-five (125%) percent of the then outstanding principal amount
of  the  Term  Loan  at  any  time when the aggregate amount of Bond Repurchases
(including the proposed Bond Repurchases) made by Borrower since the date hereof
is  greater  than  $12,500,000.  Upon  an advance of Non-Exim Revolving Loans to
effectuate a Bond Repurchase, the Bond Repurchase Reserve shall be automatically
reduced  on  a  dollar  for  dollar  basis.
                                       92
<PAGE>
     9.24     Sale  Leasebacks
     .  Neither  Borrower  nor  any  of  its  Subsidiaries  shall enter into any
arrangement, directly or indirectly, whereby Borrower or any of its Subsidiaries
shall sell or transfer any property owned by it to a Person (other than Borrower
or  any  of its Subsidiaries) in order then or thereafter to lease such property
or lease other property which Borrower or any of its Subsidiaries intends to use
for  substantially  the  same purpose as the property being sold or transferred.
     9.25     Excess  Availability
     .  If  Borrower's  fiscal  year  certified  audited  financial  statements
delivered  pursuant  to Section 9.6(a) report a loss of net income (before taxes
and  excluding extraordinary gains but including extraordinary losses), Borrower
shall  maintain  Excess  Availability  (calculated  without giving effect to any
limitation  imposed  by the Maximum Revolving Credit under clause (a)(ii) of the
definition  of Excess Availability) at all times of no less than an amount equal
to  six  (6)  months of aggregate amortization of the Equipment Sublimit and the
Real  Property  Sublimit.
     9.26     Exim  Covenants
     .  Borrower  and  each Guarantor shall comply with all the covenants, terms
and conditions set forth in the Exim Guarantee Documents, which covenants, terms
and  conditions  are  incorporated  into  this  Section  9.26(a)  by  reference.
     9.27     Bank  Accounts
     .  With  respect  to  each  of  the  deposit  accounts  set  forth  on  the
Information  Certificate  as  of  the date hereof (other than those accounts for
which  Agent  has  received a Deposit Account Control Agreement), Borrower shall
not,  and  shall not cause any Guarantor to, maintain in excess of $7,500 in any
such  deposit  account(except  that Borrower may maintain up to $75,000 at Flora
Bank  &  Trust).  At  the  request  of  Agent, Borrower shall deliver to Agent a
Deposit  Account  Control  Agreement  in  respect  of  any such deposit account.
SECTION  10.     EVENTS  OF  DEFAULT  AND  REMEDIES
                 ----------------------------------
     10.1     Events  of  Default
     .  The  occurrence  or existence of any one or more of the following events
are  referred  to herein individually as an "Event of Default", and collectively
as  "Events  of  Default":
     (a)     (i)  Borrower  fails to pay any of the Obligations when due or (ii)
Borrower  or  any  Obligor  fails  to  perform any of the covenants contained in
Sections  9.3,  9.4,  9.13, 9.14, 9.15, 9.16 and 9.18 of this Agreement and such
failure  shall  continue  for  ten  (10) days; provided, that, such ten (10) day
period  shall  not  apply  in  the  case of: (A) any failure to observe any such
covenant  which is not capable of being cured at all or within such ten (10) day
period  or  which has been the subject of a prior failure within a six (6) month
period  or  (B)  an  intentional  breach  by Borrower or any Obligor of any such
covenant  or  (iii)  Borrower  or any Obligor fails to perform any of the terms,
covenants,  conditions  or  provisions contained in this Agreement or any of the
other Financing Agreements other than those described in Sections 10.1(a)(i) and
10.1(a)(ii)  above;
(b)     any  representation,  warranty  or statement of fact made by Borrower or
any  Obligor  to  Agent in this Agreement, the other Financing Agreements or any
other  written  agreement,  schedule, confirmatory assignment or otherwise shall
when  made  or  deemed  made  be  false  or  misleading in any material respect;
                                       93
<PAGE>
(c)     any  Obligor revokes or terminates or purports to revoke or terminate or
fails  to  perform  any of the terms, covenants, conditions or provisions of any
guarantee, endorsement or other agreement of such party in favor of Agent or any
Lender;
(d)     any  judgment  for  the payment of money is rendered against Borrower or
any  Obligor  in excess of $1,000,000 in any one case or in excess of $1,000,000
in  the  aggregate (to the extent not covered by insurance where the insurer has
assumed  responsibility  in  writing  for  such  judgment)  and  shall  remain
undischarged  or  unvacated  for  a  period  in  excess  of  thirty (30) days or
execution  shall  at  any  time not be effectively stayed, or any judgment other
than  for  the  payment  of  money,  or  injunction,  attachment, garnishment or
execution  is  rendered against Borrower or any Obligor or any of the Collateral
having  a  value  in  excess  of  $1,000,000;
(e)     any  Obligor  (being a natural person or a general partner of an Obligor
which is a partnership) dies or Borrower or any Obligor, which is a partnership,
limited  liability  company,  limited  liability  partnership  or a corporation,
dissolves  or  suspends  or  discontinues  doing  business;
(f)     Borrower  or  any  Obligor  makes  an  assignment  for  the  benefit  of
creditors,  makes  or  sends notice of a bulk transfer or calls a meeting of its
creditors  or  principal creditors in connection with a moratorium or adjustment
of  the  Indebtedness  due  to  them;
(g)     a  case  or proceeding under the bankruptcy laws of the United States of
America  now  or  hereafter  in  effect or under any insolvency, reorganization,
receivership, readjustment of debt, dissolution or liquidation law or statute of
any  jurisdiction  now  or  hereafter in effect (whether at law or in equity) is
filed  against  Borrower or any Obligor or all or any part of its properties and
such  petition or application is not dismissed within thirty (30) days after the
date of its filing or Borrower or any Obligor shall file any answer admitting or
not  contesting  such  petition  or  application  or  indicates  its consent to,
acquiescence  in  or  approval  of,  any such action or proceeding or the relief
requested  is  granted  sooner;
(h)     a  case  or proceeding under the bankruptcy laws of the United States of
America  now  or  hereafter  in  effect or under any insolvency, reorganization,
receivership, readjustment of debt, dissolution or liquidation law or statute of
any  jurisdiction  now  or  hereafter  in effect (whether at a law or equity) is
filed  by  Borrower  or  any  Obligor  or  for  all or any part of its property;
(i)     any  default  in  respect of any Indebtedness of Borrower or any Obligor
(other  than  Indebtedness owing to Agent and Lenders hereunder), in any case in
an  amount  in  excess  of  $500,000,  which default continues for more than the
applicable  cure period, if any, with respect thereto or any default by Borrower
or  any  Obligor  under  any Material Contract, which default continues for more
than  the  applicable  cure  period,  if any, with respect thereto and/or is not
waived  in  writing  by  the  other  parties  thereto;
(j)     any  material  provision  hereof  or  of  any  of  the  other  Financing
Agreements  shall for any reason cease to be valid, binding and enforceable with
respect to any party hereto or thereto (other than Agent) in accordance with its
terms,  or  any such party shall challenge the enforceability hereof or thereof,
or  shall assert in writing, or take any action or fail to take any action based
on  the  assertion  that  any  provision hereof or of any of the other Financing
                                       94
<PAGE>
Agreements has ceased to be or is otherwise not valid, binding or enforceable in
accordance  with  its  terms, or any security interest provided for herein or in
any  of  the  other Financing Agreements shall cease to be a valid and perfected
first  priority  security  interest  in  any  of  the Collateral purported to be
subject  thereto  (except  as  otherwise  permitted  herein  or  therein);
(k)     an  ERISA  Event  shall  occur  which  results in or could reasonably be
expected  to result in liability of Borrower in an aggregate amount in excess of
$500,000;
(l)     any  Change  of  Control;
(m)     the indictment by any Governmental Authority, or as Agent may reasonably
and  in  good  faith  determine,  the  threatened indictment by any Governmental
Authority  of  Borrower  or  any  Obligor  of  which  Borrower, Obligor or Agent
receives  notice,  in either case, as to which there is a reasonable possibility
of an adverse determination, in the good faith determination of Agent, under any
criminal  statute,  or  commencement  or  threatened commencement of criminal or
civil  proceedings against Borrower or any Obligor, pursuant to which statute or
proceedings  the penalties or remedies sought or available include forfeiture of
(i) any of the Collateral having a value in excess of $250,000 or (ii) any other
property  of  Borrower  or  any  Guarantor which is necessary or material to the
conduct  of  its  business;
(n)     there  shall  be  a  material  adverse change in the business, assets or
prospects  of  Borrower  or  any  Obligor  after  the  date  hereof;
(o)     there  shall  be  an  event  of default under any of the other Financing
Agreements  or  any  of  the  Exim  Guarantee  Documents;  or
(p)     Exim  revokes  or  terminates,  or  purports  to revoke or terminate, or
otherwise  contests or fails to honor its obligations to make payment under, the
Exim Guarantee; provided, that the foregoing shall not be an Event of Default to
                --------
the  extent  no Exim Revolving Loans or Exim Letter of Credit Accommodations are
outstanding  and  the  Exim  Guarantee  Documents  have  been  terminated.
     10.2     Remedies.
     (a)     At  any  time  an  Event  of  Default exists or has occurred and is
continuing,  Agent  and  Lenders  shall have all rights and remedies provided in
this  Agreement,  the  other  Financing Agreements, the UCC and other applicable
law,  all  of  which  rights  and remedies may be exercised without notice to or
consent  by  Borrower  or  any  Obligor,  except  as  such  notice or consent is
expressly  provided  for  hereunder  or required by applicable law.  All rights,
remedies  and  powers  granted  to Agent and Lenders hereunder, under any of the
other Financing Agreements, the UCC or other applicable law, are cumulative, not
exclusive  and  enforceable, in Agent's discretion, alternatively, successively,
or  concurrently  on  any  one  or  more  occasions,  and shall include, without
limitation,  the  right  to  apply  to  a  court  of equity for an injunction to
restrain  a  breach  or  threatened  breach  by  Borrower or any Obligor of this
Agreement  or  any  of  the  other  Financing Agreements.  Subject to Section 12
hereof  and  Section  10.2(k)  hereof,  Agent  may,  and at the direction of the
Required  Lenders shall, at any time or times, proceed directly against Borrower
or  any  Obligor  to  collect  the  Obligations  without  prior  recourse to the
Collateral.
                                       95
<PAGE>
(b)     Without  limiting  the foregoing, at any time an Event of Default exists
or  has  occurred  and is continuing, Agent may, in its discretion, and upon the
direction of the Required Lenders, shall, subject to Section 10.2(k) hereof, (i)
accelerate  the  payment  of  all  or  a  portion  of the Obligations and demand
immediate  payment  thereof  to  Agent  for  itself  and  the ratable benefit of
Lenders,  (provided, that, upon the occurrence of any Event of Default described
in  Sections  10.1(g)  and  10.1(h),  all Obligations shall automatically become
immediately  due  and payable), (ii) with or without judicial process or the aid
or  assistance  of  others,  enter  upon  any premises on or in which any of the
Collateral  may  be  located  and  take possession of the Collateral or complete
processing,  manufacturing  and  repair of all or any portion of the Collateral,
(iii)  require  Borrower  or any Obligor, at Borrower's expense, to assemble and
make  available to Agent any part or all of the Collateral at any place and time
designated  by  Agent, (iv) collect, foreclose, receive, appropriate, setoff and
realize  upon  any  and  all Collateral, (v) remove any or all of the Collateral
from  any  premises  on  or  in which the same may be located for the purpose of
effecting  the  sale,  foreclosure or other disposition thereof or for any other
purpose, (vi) sell, lease, transfer, assign, deliver or otherwise dispose of any
and  all  Collateral  (including  entering  into contracts with respect thereto,
public  or private sales at any exchange, broker's board, at any office of Agent
or  elsewhere)  at  such prices or terms as Agent may deem reasonable, for cash,
upon  credit or for future delivery, with Agent having the right to purchase the
whole  or  any  part  of  the  Collateral  at  any  such public sale, all of the
foregoing  being  free from any right or equity of redemption of Borrower or any
Obligor,  which  right  or  equity  of redemption is hereby expressly waived and
released by Borrower and Obligors and/or (vii) terminate this Agreement.  If any
of  the  Collateral  is  sold or leased by Agent upon credit terms or for future
delivery, the Obligations shall not be reduced as a result thereof until payment
therefor  is finally collected by Agent.  If notice of disposition of Collateral
is  required by law, ten (10) days prior notice by Agent to Borrower designating
the  time  and place of any public sale or the time after which any private sale
or other intended disposition of Collateral is to be made, shall be deemed to be
reasonable  notice thereof and Borrower and Obligors waive any other notice.  In
the event Agent institutes an action to recover any Collateral or seeks recovery
of any Collateral by way of prejudgment remedy, Borrower and each Obligor waives
the  posting of any bond which might otherwise be required. At any time an Event
of  Default  exists  or  has  occurred  and is continuing, upon Agent's request,
Borrower  will  either,  as  Agent shall specify, furnish cash collateral to the
issuer  to  be  used to secure and fund Agent's reimbursement obligations to the
issuer  in  connection  with any Letter of Credit Accommodations or furnish cash
collateral  to  Agent  for  the  Letter  of  Credit  Accommodations.  Such  cash
collateral shall be in the amount equal to one hundred ten (110%) percent of the
amount  of  the  Letter of Credit Accommodations plus the amount of any fees and
expenses  payable  in  connection  therewith  through  the  end  of  the  latest
expiration  date  of  such  Letter  of  Credit  Accommodations.
(c)     At any time or times that an Event of Default exists or has occurred and
is  continuing, subject to Section 10.2(k) hereof, Agent may, in its discretion,
and  upon the direction of the Required Lenders, Agent shall, enforce the rights
of  Borrower  or  any  Obligor  against any account debtor, secondary obligor or
other  obligor  in respect of any of the Accounts or other Receivables.  Without
                                       96
<PAGE>
limiting  the  generality  of  the foregoing, subject to Section 10.2(k) hereof,
Agent  may,  in  its discretion, and upon the direction of the Required Lenders,
Agent  shall,  at  such  time  or  times  (i) notify any or all account debtors,
secondary  obligors  or  other  obligors in respect thereof that the Receivables
have  been  assigned to Agent and that Agent has a security interest therein and
Agent  may  direct  any  or  all  accounts debtors, secondary obligors and other
obligors  to make payment of Receivables directly to Agent, (ii) extend the time
of  payment  of,  compromise,  settle  or  adjust  for  cash,  credit, return of
merchandise  or  otherwise,  and  upon  any  terms  or  conditions,  any and all
Receivables  or  other  obligations  included  in  the  Collateral  and  thereby
discharge  or  release  the  account  debtor  or any secondary obligors or other
obligors  in  respect  thereof  without affecting any of the Obligations,  (iii)
demand, collect or enforce payment of any Receivables or such other obligations,
but without any duty to do so, and Agent and Lenders shall not be liable for any
failure  to collect or enforce the payment thereof nor for the negligence of its
agents  or  attorneys  with  respect thereto and (iv) take whatever other action
Agent  may  deem  necessary or desirable for the protection of its interests and
the  interests  of  Lenders.  At any time that an Event of Default exists or has
occurred and is continuing, at Agent's request, all invoices and statements sent
to  any  account debtor shall state that the Accounts and such other obligations
have  been  assigned  to  Agent  and  are payable directly and only to Agent and
Borrower  and  Obligors  shall  deliver  to  Agent  such  originals of documents
evidencing  the sale and delivery of goods or the performance of services giving
rise  to  any  Accounts  as  Agent may require.  In the event any account debtor
returns  Inventory  when  an  Event  of  Default  exists  or has occurred and is
continuing, Borrower shall, upon Agent's request, hold the returned Inventory in
trust  for  Agent,  segregate  all  returned  Inventory  from  all  of its other
property,  dispose  of  the  returned  Inventory  solely  according  to  Agent's
instructions,  and  not  issue any credits, discounts or allowances with respect
thereto  without  Agent's  prior  written  consent.
(d)     Notwithstanding  anything  to  the contrary contained herein, subject to
Section  10.2(k)  hereof,  Agent  shall  demand  payment  of the Obligations and
commence  and  pursue  such  other Enforcement Actions, in each case as Agent in
good  faith  deems  appropriate  upon  the  expiration of any Standstill Period;
provided,  that,  (i)  the  applicable  Specified Default has not been waived or
cured,  (ii)  in  the  good  faith determination of Agent, taking an Enforcement
Action  is permitted under the terms of this Agreement and applicable law, (iii)
taking  an  Enforcement  Action  shall  not  result in any liability of Agent to
Borrower,  any  Obligor  or any other Person and (iv) Agent shall be entitled to
all  of  the  benefits  of  Section  12  hereof.
(e)     If  Agent  determines at any time that any amount received by Agent must
be  returned  to Borrower or any Obligor or paid to any other person pursuant to
any  insolvency  law  or  otherwise,  then,  notwithstanding  any  other term or
condition  of this Agreement or any other Financing Agreement, Agent will not be
required  to  distribute  any  portion thereof to any Lender.  In addition, each
Lender  will  repay to Agent on demand any portion of such amount that Agent has
distributed  to  such  Lender, together with interest at such rate, if any, that
Agent  is  required  to  pay  to  Borrower  or  any Obligor or such other person
(without  setoff,  counterclaim  or  deduction  of  any  kind).
(f)     Anything in this Agreement or otherwise to the contrary notwithstanding,
each  Lender  hereby agrees with each other Lender that no Lender shall take any
action  (other  than  actions  against Agent for violating its obligations under
                                       97
<PAGE>
this  Agreement)  to protect or enforce its rights arising out of this Agreement
or  one  or  more Financing Agreements without first obtaining the prior written
consent of Agent, it being the intent of Lenders that any such action to protect
or enforce rights under this Agreement or one or more Financing Agreements shall
be  taken  in  concert  and at the direction or with the consent of Agent.  Each
Lender  agrees  and acknowledges that Agent may exercise all rights and remedies
provided  to  Agent  under,  and  in accordance with, the terms of the Financing
Agreements  and  applicable  law (including, without limitation, with respect to
the  liens  granted  to  Agent).
(g)     To  the extent that applicable law imposes duties on Agent or any Lender
to exercise remedies in a commercially reasonable manner (which duties cannot be
waived under such law), Borrower and each Guarantor acknowledges and agrees that
it is not commercially unreasonable for Agent or any Lender (i) to fail to incur
expenses  reasonably  deemed  significant  by  Agent  or  any  Lender to prepare
Collateral  for  disposition  or  otherwise  to complete raw material or work in
process  into finished goods or other finished products for disposition, (ii) to
fail  to obtain third party consents for access to Collateral to be disposed of,
or to obtain or, if not required by other law, to fail to obtain consents of any
Governmental Authority or other third party for the collection or disposition of
Collateral  to be collected or disposed of, (iii) to fail to exercise collection
remedies  against account debtors, secondary obligors or other persons obligated
on  Collateral  or  to  remove  liens  or  encumbrances on or any adverse claims
against Collateral, (iv) to exercise collection remedies against account debtors
and  other  persons  obligated  on  Collateral  directly  or  through the use of
collection  agencies  and  other  collection  specialists,  (v)  to  advertise
dispositions of Collateral through publications or media of general circulation,
whether  or not the Collateral is of a specialized nature, (vi) to contact other
persons,  whether  or not in the same business as Borrower or any Guarantor, for
expressions of interest in acquiring all or any portion of the Collateral, (vii)
to  hire  one  or  more professional auctioneers to assist in the disposition of
Collateral,  whether or not the collateral is of a specialized nature, (viii) to
dispose  of  Collateral by utilizing Internet sites that provide for the auction
of  assets  of  the types included in the Collateral or that have the reasonable
capability  of  doing  so,  or  that match buyers and sellers of assets, (ix) to
dispose  of  assets  in  wholesale  rather  than retail markets, (x) to disclaim
disposition  warranties,  (xi)  to  purchase insurance or credit enhancements to
insure  Agent  or  Lenders  against  risks of loss, collection or disposition of
Collateral  or  to  provide  to  Agent  or  Lenders a guaranteed return from the
collection  or  disposition  of  Collateral,  or  (xii)  to  the  extent  deemed
appropriate  by  Agent,  to  obtain  the  services  of other brokers, investment
bankers,  consultants  and other professionals to assist Agent in the collection
or  disposition  of  any  of  the  Collateral.  Borrower  and  each  Guarantor
acknowledges  that  the  purpose  of  this  Section is to provide non-exhaustive
indications  of  what  actions  or omissions by Agent or any Lender would not be
commercially  unreasonable  in  the  exercise by Agent or any Lender of remedies
against  the  Collateral  and  that  other  actions or omissions by Agent or any
Lender  shall  not  be deemed commercially unreasonable solely on account of not
being  indicated  in  this Section. Without limitation of the foregoing, nothing
contained  in this Section shall be construed to grant any rights to Borrower or
any  Guarantor  or  to impose any duties on Agent or Lenders that would not have
been granted or imposed by this Agreement or by applicable law in the absence of
this  Section.
(h)     For  the  purpose  of enabling Agent to exercise the rights and remedies
hereunder,  Borrower  and  each  Guarantor hereby grants to Agent, to the extent
assignable,  an  irrevocable,  non-exclusive license (exercisable at any time an
                                       98
<PAGE>
Event  of  Default  shall  exist or have occurred and for so long as the same is
continuing)  without payment of royalty or other compensation to Borrower or any
Guarantor,  to  use,  assign,  license  or  sublicense  any  of  the trademarks,
service-marks,  trade  names,  business  names, trade styles, designs, logos and
other source of business identifiers and other Intellectual Property and general
intangibles  now  owned  or  hereafter  acquired  by  Borrower or any Guarantor,
wherever  the same maybe located, including in such license reasonable access to
all  media  in  which any of the licensed items may be recorded or stored and to
all  computer  programs  used  for  the  compilation  or  printout  thereof.
(i)     Agent  may  apply  the  cash proceeds of Collateral actually received by
Agent  from  any sale, lease, foreclosure or other disposition of the Collateral
to  payment  of  the  Obligations,  in  whole  or in part and in accordance with
Section  6.4  hereof.  Borrower  and Guarantors shall remain liable to Agent and
Lenders  for  the  payment  of  any deficiency with interest at the highest rate
provided  for  herein  and  all costs and expenses of collection or enforcement,
including  attorneys'  fees  and  expenses.
(j)     Without  limiting the foregoing, subject to Section 10.2(k) hereof, upon
the  occurrence  of a Default or an Event of Default, (i) Agent and Lenders may,
at  Agent's  option,  and  upon  the  occurrence  of  an Event of Default at the
direction  of the Required Lenders, Agent and Lenders shall, without notice, (A)
cease  making  Loans  or arranging for Letter of Credit Accommodations or reduce
the  lending  formulas  or  amounts of Loans and Letter of Credit Accommodations
available  to  Borrower  and/or  (B)  terminate  any provision of this Agreement
providing  for any future Loans or Letter of Credit Accommodations to be made by
Agent  and Lenders to Borrower and (ii) Agent may, at its option, establish such
Reserves as Agent determines, without limitation or restriction, notwithstanding
anything  to  the  contrary  contained  herein.
(k)     To  the  extent the Required Lenders (or Required Term Lenders or Ableco
under  Section  10.2(d) hereof) request that Agent accelerate any portion of the
Exim  Facility  (except for the automatic acceleration of the Exim Facility as a
result  of Events of Default arising under Sections 10.1(g) and 10.1(h) hereof),
undertake  any  legal  action  with respect to the Exim Facility or exercise any
remedies  under the Financing Agreements in connection with the Exim Facility or
the  Exim Primary Collateral, the parties hereto agree that no such action shall
be  taken  unless and until Agent has received the prior written consent of Exim
pursuant  to the Exim Guarantee Documents and at the request of Required Lenders
(or  Required  Term Lenders or Ableco under Section 10.2(d) hereof), Agent shall
promptly  seek  to  obtain  such  written  consent.
SECTION  11.     JURY  TRIAL  WAIVER;  OTHER WAIVERS AND CONSENTS; GOVERNING LAW
                 ---------------------------------------------------------------
     11.1     Governing  Law;  Choice  of  Forum; Service of Process; Jury Trial
Waiver.
     (a)     The  validity, interpretation and enforcement of this Agreement and
the  other Financing Agreements (other than the Mortgages to the extent provided
therein)  and  any  dispute  arising out of the relationship between the parties
hereto, whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of Illinois but excluding any principles of conflicts
of  law  or other rule of law that would cause the application of the law of any
jurisdiction  other  than  the  laws  of  the  State  of  Illinois.
                                       99
<PAGE>
(b)     Borrower,  Guarantors,  Agent and Lenders irrevocably consent and submit
to  the  non-exclusive  jurisdiction of the state courts located in Cook County,
City  of Chicago, Illinois and the United States District Court for the Northern
District of Illinois whichever Agent may elect, and waive any objection based on
venue  or  forum  non  conveniens  with respect to any action instituted therein
arising  under this Agreement or any of the other Financing Agreements or in any
way  connected  with  or  related  or  incidental to the dealings of the parties
hereto  in respect of this Agreement or any of the other Financing Agreements or
the transactions related hereto or thereto, in each case whether now existing or
hereafter arising, and whether in contract, tort, equity or otherwise, and agree
that  any  dispute  with  respect to any such matters shall be heard only in the
courts  described  above  (except that Agent and Lenders shall have the right to
bring any action or proceeding against Borrower or any Guarantor or its or their
property  in the courts of any other jurisdiction which Agent deems necessary or
appropriate  in  order  to realize on the Collateral or to otherwise enforce its
rights  against  Borrower  or  any  Guarantor  or  its  or  their  property).
(c)     Borrower  and  each  Guarantor hereby waives personal service of any and
all process upon it and consents that all such service of process may be made by
certified  mail  (return  receipt  requested)  directed to its address set forth
herein  and  service so made shall be deemed to be completed five (5) days after
the  same shall have been so deposited in the U.S. mails, or, at Agent's option,
by  service upon Borrower or any Guarantor (or Borrower on behalf of Borrower or
such Guarantor) in any other manner provided under the rules of any such courts.
Within  thirty  (30)  days  after such service, Borrower or such Guarantor shall
appear in answer to such process, failing which Borrower or such Guarantor shall
be  deemed  in  default and judgment may be entered by Agent against Borrower or
such  Guarantor  for  the  amount  of  the  claim  and  other  relief requested.
(d)     BORROWER,  GUARANTORS, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS
AGREEMENT  OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH
OR  RELATED  OR  INCIDENTAL  TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF
THIS  AGREEMENT  OR  ANY  OF  THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS
RELATED  HERETO  OR  THERETO  IN  EACH  CASE  WHETHER  NOW EXISTING OR HEREAFTER
ARISING,  AND  WHETHER  IN  CONTRACT,  TORT,  EQUITY  OR  OTHERWISE.  BORROWER,
GUARANTORS,  AGENT  AND  LENDERS  EACH  HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A  JURY  AND  THAT  BORROWER,  ANY  GUARANTOR,  AGENT  OR ANY LENDER MAY FILE AN
ORIGINAL  COUNTERPART  OF  A  COPY  OF  THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE  OF  THE  CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL  BY  JURY.
(e)     Agent  and  Lenders  shall  not  have  any  liability to Borrower or any
Guarantor  (whether  in tort, contract, equity or otherwise) for losses suffered
by  Borrower or such Guarantor in connection with, arising out of, or in any way
related  to the transactions or relationships contemplated by this Agreement, or
any  act,  omission  or  event  occurring  in  connection herewith, unless it is
                                      100
<PAGE>
determined  by  a  final  and  non-appealable judgment or court order binding on
Agent  and  such  Lender,  that  the losses were the result of acts or omissions
constituting  gross  negligence  or willful misconduct.  In any such litigation,
Agent and Lenders shall be entitled to the benefit of the rebuttable presumption
that  it  acted  in  good  faith  and  with the exercise of ordinary care in the
performance  by it of the terms of this Agreement.  Borrower and each Guarantor:
(i)  certifies  that  neither Agent, any Lender nor any representative, agent or
attorney  acting  for  or  on  behalf  of  Agent  or any Lender has represented,
expressly  or  otherwise,  that  Agent  and  Lenders  would not, in the event of
litigation, seek to enforce any of the waivers provided for in this Agreement or
any  of  the  other  Financing Agreements and (ii) acknowledges that in entering
into  this  Agreement  and the other Financing Agreements, Agent and Lenders are
relying  upon,  among  other things, the waivers and certifications set forth in
this  Section  11.1  and  elsewhere  herein  and  therein.
     11.2     Waiver  of  Notices
     .  Borrower and each Guarantor hereby expressly waives demand, presentment,
protest and notice of protest and notice of dishonor with respect to any and all
instruments  and chattel paper, included in or evidencing any of the Obligations
or  the  Collateral,  and  any  and all other demands and notices of any kind or
nature  whatsoever  with  respect  to  the  Obligations, the Collateral and this
Agreement,  except  such  as are expressly provided for herein.  No notice to or
demand  on Borrower or any Guarantor which Agent or any Lender may elect to give
shall  entitle  Borrower  or  such  Guarantor  to any other or further notice or
demand  in  the  same,  similar  or  other  circumstances.
     11.3     Amendments  and  Waivers.
     (a)     Neither  this  Agreement  nor any other Financing Agreement nor any
terms  hereof or thereof may be amended, waived, discharged or terminated unless
such  amendment,  waiver, discharge or termination is in writing signed by Agent
and  the  Required Lenders or at Agent's option, by Agent with the authorization
of the Required Lenders, and as to amendments to any of the Financing Agreements
(other  than  with  respect to any provision of Section 12 hereof), by Borrower;
except,  that,  no  such  amendment,  waiver,  discharge  or  termination shall:
     (i)     reduce  the interest rate or any fees or extend the time of payment
of principal, interest or any fees or reduce the principal amount of any Loan or
Letter of Credit Accommodations, in each case without the consent of each Lender
directly  affected  thereby,
(ii)     increase  the  Commitment of any Lender over the amount thereof then in
effect  or  provided  hereunder,  in each case without the consent of the Lender
directly  affected  thereby,
(iii)     release  any  Collateral  (except  as  expressly required hereunder or
under  any  of  the  other  Financing Agreements or applicable law and except as
permitted  under  Section 12.11(b) hereof), without the consent of Agent and all
of  Lenders,
(iv)     reduce  any percentage specified in the definition of Required Lenders,
without  the  consent  of  Agent  and  all  of  Lenders,
(v)     consent  to  the  assignment or transfer by Borrower or any Guarantor of
any of their rights and obligations under this Agreement, without the consent of
Agent  and  all  of  Lenders,
                                      101
<PAGE>
(vi)     amend,  modify or waiver any terms of this Section 11.3 hereof, without
the  consent  of  Agent  and  all  of  Lenders,  or
(vii)     increase  the  advance  rates constituting part of the Borrowing Base,
without  the  consent  of  Agent  and  all  of  the  Required Revolving Lenders.
Notwithstanding  anything to the contrary contained herein, (x) any amendment or
waiver  with respect to clause (D) of Section 6.4 shall only require the consent
of  Agent  and  the  Required  Revolving  Lenders,  (y)  any  amendment, waiver,
discharge  or  termination  in  respect  of  any  provision relating to the Exim
Facility  or  Collateral  securing  the  Exim  Facility  shall require the prior
written approval of Exim and (z) any amendment, waiver, discharge or termination
with  respect  to  the  following  shall, in addition to the requisite number of
Lenders  required  under this clause (a) above, require the consent of Agent and
the  Required  Term  Lenders:
     (A)     the  terms  of  Sections  9.17,  9.22, 9.23 and 9.25 hereof (or any
definition  with  respect  to financial terms used in such covenants in a manner
which  has the effect of reducing the amounts which Loan Parties are required to
maintain  pursuant  to  such  covenants);
(B)     the  definitions  of  (1)  "Borrowing Base" (but only to the extent such
proposed  change  in the definition would increase the advance rates above those
in  effect  on  the date hereof), (2) "Eligible Accounts", "Eligible Equipment",
Eligible  FarmPro  Accounts",  "Eligible Real Property" and "Eligible Inventory"
(but  only  to  the extent such proposed change in any of such definitions would
make  any  eligibility  criteria less restrictive than the criteria in effect on
the  date  hereof),  (3)  "Ableco",  "Approved Fund", "Bond Repurchase Reserve",
"Change  of  Control",  "Eligible  Transferee",  "Enforcement  Action",  "Excess
Availability",  "Exim  Excess  Availability",  "Exim Guarantee", "Export-Related
Borrowing  Base"  (but only to the extent such proposed change in the definition
would  increase the advance rates above those in effect on the date hereof), (4)
"Maximum  Exim  Revolving  Credit",  "Exim Revolving Loans", and "Exim Letter of
Credit  Accommodations"  (but only to the extent such proposed change would have
the  effect  of  increasing the amount of Exim Revolving Loans or Exim Letter of
Credit  Accommodations available to Borrower), and (5) "Interest Rate" (but only
to  the  extent  such  proposed  change  would  change clause (a)(ii) and clause
(c)(ii)  thereof),  "Material Adverse Effect", "Maximum Credit" (but only to the
extent  such  proposed  change would have the effect of increasing the amount of
Revolving  Loans  or  Letter  of  Credit  Accommodations available to Borrower),
"Maximum  Revolving  Credit"  (but only to the extent such proposed change would
have  the effect of increasing the amount of Revolving Loans or Letter of Credit
Accommodations  available  to  Borrower),  "Maximum  Term Credit", "Net Amount",
"Prime  Rate"  (but  only  to  the  extent such proposed change would change the
Interest Rate of the Term Loan), "Priority Event", "Pro Rata Share" (but only to
the  extent  such proposed change would change clause (a), (c) and (d) thereof),
"Required Term Lenders", "Specified Default", "Standstill Period" and "Term Loan
Termination  Date";  and
(C)     any  of the following Sections in any material respect: 2.1 (but only to
the  extent  such proposed change would have the effect of increasing the amount
of  Revolving  Loans  available  to  Borrower), 2.2 (but only to the extent such
proposed  change  would  have  the  effect of increasing the amount of Letter of
                                      102
<PAGE>
Credit  Accommodations  available  to Borrower), 2.3, 2.5, 3.2(b), 3.2(c) (as it
relates to payments under the Fee Letter), 6.4 (other than clause (D) of Section
6.4),  9.7,  9.8,  9.9,  9.10,  9.11, 9.12, 10.1(a) (but only to the extent such
proposed  change  would waive, or extend any applicable cure period with respect
to, an Event of Default arising from any Section set forth in clause A. or C. of
this  Section  11.3(a)),  10.2(d), 11.3(a) (but only to the extent such proposed
change  relates  to  this  provision  that requires the consent of Agent and the
Required  Term  Lenders), 12.8, 12.11(a), 12.11(b), 13.1 (but only to the extent
that  such proposed change relates to the Term Loan) or 13.6(a) (but only to the
extent  such  proposed  change  would  increase  the  $5,000,000  threshold).
     (b)     Agent  and  Lenders  shall  not,  by  any  act,  delay, omission or
otherwise  be  deemed  to have expressly or impliedly waived any of its or their
rights, powers and/or remedies unless such waiver shall be in writing and signed
as  provided  herein.  Any  such  waiver shall be enforceable only to the extent
specifically  set  forth therein.  A waiver by Agent or any Lender of any right,
power  and/or  remedy  on any one occasion shall not be construed as a bar to or
waiver  of  any  such right, power and/or remedy which Agent or any Lender would
otherwise  have  on  any  future occasion, whether similar in kind or otherwise.
(c)     Notwithstanding  anything  to  the contrary contained in Section 11.3(a)
above,  in the event that Borrower or any Guarantor requests that this Agreement
or  any  other Financing Agreements be amended or otherwise modified in a manner
which  would require the unanimous consent of all of the Lenders or the Required
Term  Lenders  and  such  amendment  or  other  modification is agreed to by the
Required  Lenders,  then,  with  the consent of Borrower and Agent, the Required
Lenders,  Agent and Borrower may amend this Agreement without the consent of the
Lenders  that  did  not  agree  to  such  amendment  or  other  modification
(collectively,  the  "Minority  Lenders") to provide for  the termination of the
Commitment  of  each  of the Minority Lenders, the addition to this Agreement of
one  or  more  other Lenders, or an increase in the Commitment of one or more of
the  Required  Lenders,  so  that  the  Commitments, after giving effect to such
amendment,  shall be in the same aggregate amount as the Commitments immediately
before  giving  effect  to  such amendment,  if any Loans are outstanding at the
time  of such amendment, the making of such additional Loans by such new Lenders
or  Required  Lenders,  as the case may be, as may be necessary to repay in full
the  outstanding  Loans of the Minority Lenders immediately before giving effect
to  such  amendment and  the payment of all interest, fees and other Obligations
payable or accrued in favor of the Minority Lenders and such other modifications
to  this  Agreement  as  Borrower  and  the Required Lenders may determine to be
appropriate.
(d)     The  consent  of  Agent  shall  be required for any amendment, waiver or
consent  affecting  the  rights or duties of Agent hereunder or under any of the
other  Financing Agreements, in addition to the consent of the Lenders otherwise
required  by  this  Section  and  the  exercise  by  Agent  of any of its rights
hereunder  with  respect  to Reserves or Eligible Accounts or Eligible Inventory
shall  not  be  deemed  an  amendment  to the advance rates provided for in this
Section  11.3.
     11.4     Waiver  of  Counterclaims
     .  Borrower  and  each Guarantor waives all rights to interpose any claims,
deductions,  setoffs  or  counterclaims  of  any  nature  (other then compulsory
counterclaims)  in  any action or proceeding with respect to this Agreement, the
Obligations,  the  Collateral or any matter arising therefrom or relating hereto
or  thereto.
                                      103
<PAGE>
     11.5     Indemnification
     .  Borrower  and each Guarantor shall, jointly and severally, indemnify and
hold  Agent  and  each  Lender,  and its officers, directors, agents, employees,
advisors  and counsel and their respective Affiliates (each such person being an
"Indemnitee"),  harmless  from  and against any and all losses, claims, damages,
liabilities,  costs or expenses (including attorneys' fees and expenses) imposed
on,  incurred  by  or  asserted  against  any  of  them  in  connection with any
litigation,  investigation,  claim or proceeding commenced or threatened related
to  the  negotiation, preparation, execution, delivery, enforcement, performance
or  administration  of  this  Agreement,  any other Financing Agreements, or any
undertaking or proceeding related to any of the transactions contemplated hereby
or  any  act,  omission,  event  or  transaction  related  or attendant thereto,
including  amounts paid in settlement, court costs, and the fees and expenses of
counsel  except that Borrower and Guarantors shall not have any obligation under
this  Section  11.5  to indemnify an Indemnitee with respect to a matter covered
hereby  resulting  from  the  gross  negligence  or  willful  misconduct of such
Indemnitee as determined pursuant to a final, non-appealable order of a court of
competent  jurisdiction  (but  without  limiting  the obligations of Borrower or
Guarantors  as to any other Indemnitee).   To the extent that the undertaking to
indemnify,  pay and hold harmless set forth in this Section may be unenforceable
because  it violates any law or public policy, Borrower and Guarantors shall pay
the  maximum  portion which it is permitted to pay under applicable law to Agent
and  Lenders  in satisfaction of indemnified matters under this Section.  To the
extent  permitted  by  applicable  law, neither Borrower nor any Guarantor shall
assert,  and  Borrower  and  each Guarantor hereby waives, any claim against any
Indemnitee,  on any theory of liability, for special, indirect, consequential or
punitive  damages  (as  opposed  to direct or actual damages) arising out of, in
connection  with,  or as a result of, this Agreement, any of the other Financing
Agreements  or  any undertaking or transaction contemplated hereby.  All amounts
due  under  this  Section  shall be payable upon demand. The foregoing indemnity
shall  survive the payment of the Obligations and the termination or non-renewal
of  this  Agreement.
SECTION  12.     THE  AGENT
                 ----------
     12.1     Appointment,  Powers  and  Immunities
     .  Each  Lender irrevocably designates, appoints and authorizes Congress to
act as Agent hereunder and under the other Financing Agreements with such powers
as are specifically delegated to Agent by the terms of this Agreement and of the
other  Financing  Agreements,  together with such other powers as are reasonably
incidental  thereto.  Agent  (a) shall have no duties or responsibilities except
those  expressly  set  forth  in  this  Agreement  and  in  the  other Financing
Agreements,  and  shall  not  by reason of this Agreement or any other Financing
Agreement be a trustee or fiduciary for any Lender; (b) shall not be responsible
to Lenders for any recitals, statements, representations or warranties contained
in  this  Agreement  or  in  any  of  the  other Financing Agreements, or in any
certificate or other document referred to or provided for in, or received by any
of  them  under,  this  Agreement  or  any other Financing Agreement, or for the
value,  validity,  effectiveness,  genuineness, enforceability or sufficiency of
this  Agreement  or any other Financing Agreement or any other document referred
to  or  provided  for  herein  or  therein or for any failure by Borrower or any
Obligor  or  any  other  Person  to  perform any of its obligations hereunder or
thereunder;  and (c) shall not be responsible to Lenders for any action taken or
omitted  to  be  taken by it hereunder or under any other Financing Agreement or
under  any  other  document  or instrument referred to or provided for herein or
therein  or  in  connection  herewith  or  therewith,  except  for its own gross
negligence  or  willful  misconduct  as  determined  by  a  final non-appealable
judgment  of  a  court  of  competent jurisdiction.  Agent may employ agents and
                                      104
<PAGE>
attorneys-in-fact  and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it in good faith.  Agent may
deem  and  treat  the  payee  of any note as the holder thereof for all purposes
hereof  unless and until the assignment thereof pursuant to an agreement (if and
to  the  extent  permitted  herein)  in form and substance satisfactory to Agent
shall  have  been  delivered  to  and  acknowledged  by  Agent.
     12.2     Reliance  by  Agent
     .  Agent  shall be entitled to rely upon any certification, notice or other
communication  (including any thereof by telephone, telecopy, telex, telegram or
cable)  believed by it to be genuine and correct and to have been signed or sent
by  or on behalf of the proper Person or Persons, and upon advice and statements
of  legal  counsel, independent accountants and other experts selected by Agent.
As  to  any  matters  not  expressly provided for by this Agreement or any other
Financing  Agreement,  Agent shall in all cases be fully protected in acting, or
in  refraining  from  acting,  hereunder  or  thereunder  in  accordance  with
instructions  given  by the Required Lenders or all of Lenders as is required in
such  circumstance, and such instructions of such Agents and any action taken or
failure  to  act  pursuant  thereto  shall  be  binding  on  all  Lenders.
     12.3     Events  of  Default.
     (a)     Agent  shall  not  be  deemed  to  have  knowledge or notice of the
occurrence  of  an Event of Default or other failure of a condition precedent to
the  Loans and Letter of Credit Accommodations hereunder, unless and until Agent
has  received written notice from a Lender, or Borrower specifying such Event of
Default  or any unfulfilled condition precedent, and stating that such notice is
a "Notice of Default or Failure of Condition".  In the event that Agent receives
such a Notice of Default or Failure of Condition, Agent shall give prompt notice
thereof  to the Lenders.  Agent shall (subject to Section 12.7) take such action
with  respect  to any such Event of Default or failure of condition precedent as
shall  be  directed  by  the  Required Lenders; provided, that, unless and until
Agent shall have received such directions, Agent may (but shall not be obligated
to)  take such action, or refrain from taking such action, with respect to or by
reason  of  such Event of Default or failure of condition precedent, as it shall
deem advisable in the best interest of Lenders.  Without limiting the foregoing,
and  notwithstanding  the existence or occurrence and continuance of an Event of
Default  or  any  other  failure  to satisfy any of the conditions precedent set
forth  in Section 4 of this Agreement to the contrary, Agent may, but shall have
no  obligation to, continue to make Loans and issue or cause to be issued Letter
of  Credit  Accommodations for the ratable account and risk of Lenders from time
to  time  if Agent believes making such Loans or issuing or causing to be issued
such  Letter  of  Credit  Accommodations  is  in  the best interests of Lenders.
(b)     Except  with the prior written consent of Agent, no Lender may assert or
exercise  any  enforcement  right  or  remedy in respect of the Loans, Letter of
Credit  Accommodations  or other Obligations, as against Borrower or any Obligor
or  any  of  the  Collateral  or  other  property  of  Borrower  or any Obligor.
     12.4     Congress  in  its  Individual  Capacity
     .  With  respect  to its Commitment and the Loans made and Letter of Credit
Accommodations  issued or caused to be issued by it (and any successor acting as
Agent),  so long as Congress shall be a Lender hereunder, it shall have the same
rights  and  powers  hereunder  as any other Lender and may exercise the same as
                                      105
<PAGE>
though  it  were  not acting as Agent, and the term "Lender" or "Lenders" shall,
unless  the  context  otherwise  indicates,  include  Congress in its individual
capacity  as Lender hereunder.  Congress (and any successor acting as Agent) and
its Affiliates may (without having to account therefor to any Lender) lend money
to,  make  investments  in  and  generally  engage  in any kind of business with
Borrower (and any of its Subsidiaries or Affiliates) as if it were not acting as
Agent,  and  Congress and its Affiliates may accept fees and other consideration
from  Borrower  or  any Guarantor and any of its Subsidiaries and Affiliates for
services  in  connection  with  this  Agreement  or  otherwise without having to
account  for  the  same  to  Lenders.
     12.5     Indemnification
     .  Lenders  agree  to  indemnify  Agent  (to  the  extent not reimbursed by
Borrower  hereunder  and without limiting any obligations of Borrower hereunder)
ratably, in accordance with their Pro Rata Shares, for any and all claims of any
kind  and  nature  whatsoever  that  may  be imposed on, incurred by or asserted
against  Agent  (including  by  any  Lender)  arising out of or by reason of any
investigation  in  or in any way relating to or arising out of this Agreement or
any other Financing Agreement or any other documents contemplated by or referred
to  herein  or  therein  or  the  transactions  contemplated  hereby  or thereby
(including  the  costs and expenses that Agent is obligated to pay hereunder) or
the  enforcement  of  any  of  the  terms hereof or thereof or of any such other
documents, provided, that, no Lender shall be liable for any of the foregoing to
the  extent  it  arises  from  the gross negligence or willful misconduct of the
party  to  be  indemnified as determined by a final non-appealable judgment of a
court  of  competent  jurisdiction.  The  foregoing  indemnity shall survive the
payment of the Obligations and the termination or non-renewal of this Agreement.
     12.6     Non-Reliance  on  Agent  and  Other  Lenders
     .  Each  Lender  agrees  that it has, independently and without reliance on
Agent  or  other  Lender,  and based on such documents and information as it has
deemed  appropriate,  made  its own credit analysis of Borrower and Obligors and
has  made  its  own  decision  to  enter  into  this Agreement and that it will,
independently  and without reliance upon Agent or any other Lender, and based on
such  documents  and  information  as  it  shall  deem  appropriate at the time,
continue  to  make its own analysis and decisions in taking or not taking action
under  this Agreement or any of the other Financing Agreements.  Agent shall not
be  required  to  keep  itself  informed  as to the performance or observance by
Borrower or any Obligor of any term or provision of this Agreement or any of the
other  Financing  Agreements  or  any other document referred to or provided for
herein  or  therein  or  to  inspect  the properties or books of Borrower or any
Obligor.  Agent  will  use  reasonable  efforts  to  provide  Lenders  with  any
information  received by Agent from Borrower or any Obligor which is required to
be  provided  to  Lenders  hereunder and with a copy of any Notice of Default or
Failure  of  Condition  received by Agent from Borrower or any Lender; provided,
that,  Agent  shall not be liable to any Lender for any failure to do so, except
to  the extent that such failure is attributable to Agent's own gross negligence
or  willful  misconduct  as  determined  by a final non-appealable judgment of a
court  of  competent  jurisdiction.  Except  for  notices,  reports  and  other
documents  expressly  required  to  be  furnished to Lenders by Agent hereunder,
Agent  shall  not have any duty or responsibility to provide any Lender with any
other credit or other information concerning the affairs, financial condition or
business  of Borrower or any Obligor that may come into the possession of Agent.
                                      106
<PAGE>
     12.7     Failure  to  Act
     .  Except  for  action  expressly required of Agent hereunder and under the
other  Financing-  Agreements,  Agent  shall  in all cases be fully justified in
failing  or  refusing  to  act  hereunder and thereunder unless it shall receive
further  assurances  to  its  satisfaction from Lenders of their indemnification
obligations  under Section 12.5 hereof against any and all liability and expense
that  may  be  incurred by it by reason of taking or continuing to take any such
action.
     12.8     Additional  Loans
..  Agent  shall  not  make  any  Revolving Loans or provide any Letter of Credit
Accommodations  to  Borrower  on behalf of Lenders intentionally and with actual
knowledge  that  such  Revolving  Loans or Letter of Credit Accommodations would
cause  the  aggregate amount of the total outstanding Revolving Loans and Letter
of  Credit  Accommodations  to  Borrower  to  exceed  the  Borrowing Base or the
Export-Related Borrowing Base, without the prior consent of all Lenders, except,
that,  Agent  may  make such additional Non-Exim Revolving Loans or provide such
additional  Non-Exim  Letter  of  Credit  Accommodations  on  behalf of Lenders,
intentionally  and  with  actual knowledge that such Non-Exim Revolving Loans or
Non-Exim  Letter  of  Credit  Accommodations  will  cause  the total outstanding
Non-Exim  Revolving  Loans  and  Non-Exim  Letter  of  Credit  Accommodations to
Borrower  to exceed the Borrowing Base, as Agent may deem necessary or advisable
in  its  discretion;  provided,  that:  (a)  the  total  principal amount of the
additional  Non-Exim  Revolving  Loans  or  Non-Exim additional Letter of Credit
Accommodations  to Borrower which Agent may make or provide after obtaining such
actual  knowledge  that the aggregate principal amount of the Non-Exim Revolving
Loans and Non-Exim Letter of Credit Accommodations equal or exceed the Borrowing
Base,  plus  the  amount  of  Special  Agent  Advances  made pursuant to Section
12.11(a)(i)  and (a)(ii) hereof then outstanding, shall not exceed the lesser of
(x)  an  amount  equal to ten percent (10%) of the Borrowing Base at any time or
(y)  the  Maximum  Revolving  Credit  less  the  outstanding  amount of all Exim
Revolving  Loans  and  Exim  Letter  of  Credit  Accommodations  and (b) no such
additional  Non-Exim  Revolving  Loan or Non-Exim Letter of Credit Accommodation
shall  be  outstanding more than ninety (90) days after the date such additional
Non-Exim  Revolving  Loan  or Non-Exim Letter of Credit Accommodation is made or
issued (as the case may be), except as the Required Lenders may otherwise agree.
Each Revolving Lender shall be obligated to pay Agent the amount of its Pro Rata
Share  of  any  such  additional  Non-Exim Revolving Loans or Non-Exim Letter of
Credit  Accommodations.
     12.9     Concerning  the  Collateral  and  the Related Financing Agreements
     .  Each  Lender  authorizes  and directs Agent to enter into this Agreement
and the other Financing Agreements.  Each Lender agrees that any action taken by
Agent  or Required Lenders in accordance with the terms of this Agreement or the
other  Financing  Agreements  and  the  exercise by Agent or Required Lenders of
their  respective  powers  set forth therein or herein, together with such other
powers  that are reasonably incidental thereto, shall be binding upon all of the
Lenders.
     12.10     Field  Audit,  Examination  Reports  and  Other  Information;
Disclaimer  by  Lenders
     .  By  signing  this  Agreement,  each  Lender:
     (a)     is  deemed  to  have  requested  that  Agent  furnish  such Lender,
promptly  after  it becomes available, a copy of each field audit or examination
report  and a weekly report with respect to the Borrowing Base prepared by Agent
(each  field  audit or examination report and monthly report with respect to the
Borrowing  Base  being  referred  to  herein  as  a  "Report"  and collectively,
"Reports");
                                      107
<PAGE>
(b)     expressly  agrees  and  acknowledges  that  Agent  (i) does not make any
representation  or  warranty as to the accuracy of any Report, or (ii) shall not
be  liable  for  any  information  contained  in  any  Report;
(c)     expressly agrees and acknowledges that the Reports are not comprehensive
audits  or  examinations,  that Agent or any other party performing any audit or
examination  will  inspect  only  specific  information  regarding  Borrower and
Guarantors and will rely significantly upon Borrower's and Guarantors' books and
records,  as well as on representations of Borrower's and Guarantors' personnel;
and
(d)     agrees  to  keep  all Reports confidential and strictly for its internal
use  in  accordance with the terms of Section 13.5 hereof, and not to distribute
or  use  any  Report  in  any  other  manner.
     12.11     Collateral  Matters.
     (a)     Agent  may,  at  its  option,  from time to time, at any time on or
after  an Event of Default and for so long as the same is continuing or upon any
other  failure  of  a  condition  precedent  to  the  Loans and Letter of Credit
Accommodations  hereunder,  make such disbursements and advances ("Special Agent
Advances") which Agent, in its sole discretion, (i) deems necessary or desirable
either  to preserve or protect the Collateral or any portion thereof or  (ii) to
enhance  the  likelihood  or  maximize  the  amount of repayment by Borrower and
Guarantors  of  the Loans and other Obligations or (iii) to pay any other amount
chargeable  to Borrower or any Guarantor pursuant to the terms of this Agreement
or  any of the other Financing Agreements consisting of costs, fees and expenses
and  payments  to any issuer of Letter of Credit Accommodations; provided, that,
the aggregate principal amount of the Special Agent Advances pursuant to clauses
(i)  and(ii) above, plus the then outstanding principal amount of the additional
Loans and Letter of Credit Accommodations which Agent may make or provide as set
forth  in  Section  12.8 hereof, shall not exceed an amount equal to ten percent
(10%)  of  the  Borrowing  Base  at  any  time.  Special Agent Advances shall be
repayable  on  demand  and be secured by the Collateral.  Special Agent Advances
shall not constitute Loans but shall otherwise constitute Obligations hereunder.
Agent  shall  notify  each  Lender  and Borrower in writing of each such Special
Agent  Advance,  which notice shall include a description of the purpose of such
Special  Agent  Advance.  Without  limitation  of  its  obligations  pursuant to
Section 6.9, each Revolving Lender agrees that it shall make available to Agent,
upon  Agent's  demand,  in immediately available funds, the amount equal to such
Revolving  Lender's  Pro Rata Share of each such Special Agent Advance.  If such
funds  are  not made available to Agent by such Revolving Lender, Agent shall be
entitled  to  recover  such funds, on demand from such Revolving Lender together
with  interest thereon for each day from the date such payment was due until the
date  such amount is paid to Agent at the Federal Funds Rate for each day during
such  period (as published by the Federal Reserve Bank of New York or at Agent's
option  based  on  the  arithmetic mean determined by Agent of the rates for the
last  transaction  in  overnight  Federal funds arranged prior to 9:00 a.m. (New
York  City  time)  on  that  day by each of the three leading brokers of Federal
funds  transactions  in New York City selected by Agent) and if such amounts are
not  paid  within three (3) days of Agent's demand, at the highest Interest Rate
provided  for  in  Section  3.1  hereof  applicable  to  Prime  Rate  Loans.
                                      108
<PAGE>
(b)     Lenders  hereby  irrevocably  authorize  Agent, at its option and in its
discretion  to  release  any security interest in, mortgage or lien upon, any of
the  Collateral  (i)  upon  termination  of  the  Commitments  and  payment  and
satisfaction  of  all  of the Obligations and delivery of cash collateral to the
extent  required  under  Section 13.1 below, or (ii) constituting property being
sold  or disposed of if Borrower certifies to Agent that the sale or disposition
is  made  in compliance with Section 9.7 hereof (and Agent may rely conclusively
on  any  such  certificate,  without  further  inquiry),  or  (iii) constituting
property  in which Borrower or any Guarantor did not own an interest at the time
the  security  interest, mortgage or lien was granted or at any time thereafter,
or  (iv) having a value in the aggregate in any twelve (12) month period of less
than  $250,000  and  to  the  extent  permitted  to  be  released under the Exim
Guarantee  Documents,  or  (v)  upon  the  sale,  lease, transfer, assignment or
disposition  of  any property of Borrower or any Guarantor in connection with an
Enforcement Action or (vi) if approved, authorized or ratified in writing by all
of  Lenders.  Except  as  provided  above,  Agent  will not release any security
interest  in,  mortgage  or  lien  upon, any of the Collateral without the prior
written  authorization  of  all  of Lenders.  Upon request by Agent at any time,
Lenders will promptly confirm in writing Agent's authority to release particular
types  or  items  of  Collateral  pursuant  to  this  Section.
(c)     Without  any  manner  limiting  Agent's  authority  to  act  without any
specific  or  further  authorization  or  consent  by the Required Lenders, each
Lender  agrees  to  confirm  in writing, upon request by Agent, the authority to
release Collateral conferred upon Agent under this Section.  Agent shall (and is
hereby  irrevocably  authorized  by Lenders to) execute such documents as may be
necessary  to  evidence  the release of the security interest, mortgage or liens
granted  to  Agent  upon any Collateral to the extent set forth above; provided,
that,  (i)  Agent  shall  not  be required to execute any such document on terms
which,  in  Agent's  opinion,  would  expose  Agent  to  liability or create any
obligations  or  entail  any consequence other than the release of such security
interest,  mortgage or liens without recourse or warranty and  (ii) such release
shall  not  in  any  manner  discharge,  affect or impair the Obligations or any
security  interest,  mortgage  or  lien  upon (or obligations of Borrower or any
Guarantor  in respect of) the Collateral retained by Borrower or such Guarantor.
(d)     Agent  shall  have  no  obligation whatsoever to any Lender or any other
Person  to investigate, confirm or assure that the Collateral exists or is owned
by  Borrower  or any Guarantor or is cared for, protected or insured or has been
encumbered,  or  that  any  particular  items of Collateral meet the eligibility
criteria  applicable  in respect of the Loans or Letter of Credit Accommodations
hereunder, or whether any particular reserves are appropriate, or that the liens
and  security interests granted to Agent pursuant hereto or any of the Financing
Agreements  or otherwise have been properly or sufficiently or lawfully created,
perfected,  protected or enforced or are entitled to any particular priority, or
to  exercise  at  all  or  in  any  particular manner or under any duty of care,
disclosure  or  fidelity,  or  to  continue  exercising,  any  of  the  rights,
authorities and powers granted or available to Agent in this Agreement or in any
of  the  other  Financing  Agreements,  it  being  understood and agreed that in
respect  of the Collateral, or any act, omission or event related thereto, Agent
may  act in any manner it may deem appropriate, in its discretion, given Agent's
own  interest in the Collateral as a Lender and that Agent shall have no duty or
liability  whatsoever  to  any  other  Lender.
                                      109
<PAGE>
     12.12     Agency  for  Perfection
     .  Each  Lender  hereby  appoints  Agent and each other Lender as agent and
bailee  for  the  purpose of perfecting the security interests in and liens upon
the Collateral of Agent in assets which, in accordance with Article 9 of the UCC
can be perfected only by possession (or where the security interest of a secured
party with possession has priority over the security interest of another secured
party) and Agent and each Lender hereby acknowledges that it holds possession of
any  such  Collateral  for  the  benefit  of Agent as secured party.  Should any
Lender  obtain possession of any such Collateral, such Lender shall notify Agent
thereof,  and,  promptly  upon  Agent's  request  therefor  shall  deliver  such
Collateral  to  Agent  or  in  accordance  with  Agent's  instructions.
     12.13     Successor  Agent
     .  Agent  may  resign as Agent upon thirty (30) days' notice to Lenders and
Borrower.  If  Agent  resigns  under  this Agreement, the Required Lenders shall
appoint  from  among the Lenders a successor agent for Lenders.  If no successor
agent  is  appointed  prior  to  the effective date of the resignation of Agent,
Agent may appoint, after consulting with Lenders and Borrower, a successor agent
from  among  Lenders.  Upon  the  acceptance  by  the  Lender so selected of its
appointment  as successor agent hereunder, such successor agent shall succeed to
all  of the rights, powers and duties of the retiring Agent and the term "Agent"
as  used  herein and in the other Financing Agreements shall mean such successor
agent  and the retiring Agent's appointment, powers and duties as Agent shall be
terminated.  After  any  retiring  Agent's  resignation  hereunder as Agent, the
provisions of this Section 12 shall inure to its benefit as to any actions taken
or omitted by it while it was Agent under this Agreement.  If no successor agent
has  accepted  appointment  as Agent by the date which is thirty (30) days after
the  date  of  a  retiring  Agent 's notice of resignation, the retiring Agent's
resignation  shall  nonetheless  thereupon  become  effective  and Lenders shall
perform  all  of  the  duties of Agent hereunder until such time, if any, as the
Required  Lenders  appoint  a  successor  agent  as  provided  for  above.
SECTION  13.     TERM  OF  AGREEMENT;  MISCELLANEOUS
                 -----------------------------------
     13.1     Term.
     (a)     This  Agreement  and  the  other  Financing Agreements shall become
effective  as  of the date set forth on the first page hereof and shall continue
in  full force and effect for a term ending on the date three (3) years from the
date  hereof  (the  "Renewal  Date"),  and  from year to year thereafter, unless
sooner terminated pursuant to the terms hereof; provided, however, that the Term
Loan  shall  be due and payable on the Term Loan Termination Date without regard
to whether the term of this Agreement is extended.  Agent may, at its option (or
shall  at  the  direction  of  any  Lender in writing received by Agent at least
ninety  (90)  days  prior  to the Renewal Date or the anniversary of any Renewal
Date,  as  the  case  may  be), terminate this Agreement and the other Financing
Agreements,  or  Borrower  may  terminate this Agreement and the other Financing
Agreements, in each case, effective on the Renewal Date or on the anniversary of
the  Renewal  Date  in any year by giving to the other party at least sixty (60)
days  prior  written  notice;  provided,  that,  this  Agreement  and  all other
                                      110
<PAGE>
Financing  Agreements  must be terminated simultaneously.  In addition, Borrower
may terminate this Agreement at any time upon ten (10) days prior written notice
to  Agent  (which notice shall be irrevocable) and Agent may, at its option, and
shall at the direction of Required Lenders, terminate this Agreement at any time
on  or  after an Event of Default.  Upon the Renewal Date or any other effective
date of termination of the Financing Agreements, Borrower shall pay to Agent all
outstanding  and  unpaid  Obligations and shall furnish cash collateral to Agent
(or at Agent's option, a letter of credit issued for the account of Borrower and
at Borrower's expense, in form and substance satisfactory to Agent, by an issuer
acceptable  to  Agent  and  payable  to Agent as beneficiary) in such amounts as
Agent determines are reasonably necessary to secure Agent and Lenders from loss,
cost,  damage  or expense, including attorneys' fees and expenses, in connection
with  any  contingent  Obligations,  including  issued and outstanding Letter of
Credit Accommodations and checks or other payments provisionally credited to the
Obligations  and/or  as  to which Agent or any Lender has not yet received final
and  indefeasible  payment.  The  amount  of  such cash collateral (or letter of
credit,  as Agent may determine) as to any Letter of Credit Accommodations shall
be  in  the  amount equal to one hundred ten (110%) percent of the amount of the
Letter of Credit Accommodations plus the amount of any fees and expenses payable
in  connection  therewith  through the end of the latest expiration date of such
Letter  of  Credit  Accommodations.  Such payments in respect of the Obligations
and  cash  collateral shall be remitted by wire transfer in Federal funds to the
Agent  Payment Account or such other bank account of Agent, as Agent may, in its
discretion,  designate  in writing to Borrower for such purpose.  Interest shall
be  due  until  and  including  the next Business Day, if the amounts so paid by
Borrower  to the Agent Payment Account or other bank account designated by Agent
are  received  in  such  bank  account  later  than  12:00  noon,  Chicago time.
(b)     No termination of this Agreement or the other Financing Agreements shall
relieve  or  discharge  Borrower  or  any  Guarantor  of  its respective duties,
obligations and covenants under this Agreement or the other Financing Agreements
until  all  Obligations  have  been  fully  and finally discharged and paid, and
Agent's  continuing  security  interest  in  the  Collateral  and the rights and
remedies  of  Agent  and Lenders hereunder, under the other Financing Agreements
and  applicable law, shall remain in effect until all such Obligations have been
fully and finally discharged and paid.  Accordingly, Borrower and each Guarantor
waives  any rights it may have under the UCC to demand the filing of termination
statements  with  respect  to  the Collateral and Agent shall not be required to
send such termination statements to Borrower or Guarantors, or to file them with
any filing office, unless and until this Agreement shall have been terminated in
accordance  with  its  terms  and  all Obligations paid and satisfied in full in
immediately  available  funds.
(c)     If  for  any  reason  this  Agreement is terminated prior to the Renewal
Date,  in  view  of  the  impracticality  and extreme difficulty of ascertaining
actual  damages  and  by  mutual  agreement  of  the  parties as to a reasonable
calculation  of  Agent's  and  each  Revolving Lender's lost profits as a result
thereof,  Borrower  agrees to pay to Agent for itself and the ratable benefit of
Lenders,  upon  the effective date of such termination, an early termination fee
in  the  amount  equal  to
                                      111
<PAGE>
<TABLE>
<CAPTION>




  Period
-----------------------------------------------
Amount
-----------------------------------------------
<S>                                              <C>
                                                 From the date hereof to and including the
(i) 2.00% of Maximum Revolving. . . . . . . . .  first anniversary of the date hereof
Credit
                                                 From and after the first anniversary of the
                                                 date hereof to and including the second
(ii) 1.00% of Maximum Revolving . . . . . . . .  anniversary of the date hereof
Credit
                                                 From and after the second anniversary of the
                                                 date hereof to but not including the third
                                                 anniversary of the date hereof or if the term
(iii) 0.50% of Maximum Revolving. . . . . . . .  of this Agreement is extended, at any time
Credit. . . . . . . . . . . . . . . . . . . . .  prior to the end of the then current term.
</TABLE>






Such  early  termination  fee  shall  be  presumed  to  be the amount of damages
--------------------------------------------------------------------------------
sustained  by  Agent and Revolving Lenders as a result of such early termination
--------------------------------------------------------------------------------
and  Borrower and Guarantors agree that it is reasonable under the circumstances
--------------------------------------------------------------------------------
currently  existing.  In addition, Agent and Revolving Lenders shall be entitled
--------------------------------------------------------------------------------
to  such  early  termination  fee  upon  the  occurrence of any Event of Default
--------------------------------------------------------------------------------
described  in  Sections  10.1(g) and 10.1(h) hereof, even if Agent and Revolving
--------------------------------------------------------------------------------
Lenders  do  not  exercise  the right to terminate this Agreement, but elect, at
--------------------------------------------------------------------------------
their  option,  to  provide  financing  to  Borrower  or  permit the use of cash
--------------------------------------------------------------------------------
collateral  under  the United States Bankruptcy Code.  The early termination fee
--------------------------------------------------------------------------------
provided  for  in this Section 13.1 shall be deemed included in the Obligations.
--------------------------------------------------------------------------------
Such  early termination fee shall be waived in the event of a refinancing of the
--------------------------------------------------------------------------------
Credit  Facility  pursuant  to  which all of the Obligations are paid in full in
--------------------------------------------------------------------------------
cash  and  for which Wachovia Bank, National Association or an Affiliate thereof
--------------------------------------------------------------------------------
serves  as  "Agent".
--------------------
     13.2     Interpretative  Provisions.
     (a)     All  terms used herein which are defined in Article 1, Article 8 or
Article  9  of  the  UCC  shall have the meanings given therein unless otherwise
defined  in  this  Agreement.
(b)     All  references to the plural herein shall also mean the singular and to
the  singular  shall also mean the plural unless the context otherwise requires.
(c)     All  references  to  Borrower,  any  Guarantor,  any  Obligor, Agent and
Lenders  pursuant to the definitions set forth in the recitals hereto, or to any
other  person  herein,  shall  include  their respective successors and assigns.
(d)     The words "hereof", "herein", "hereunder", "this Agreement" and words of
similar  import  when  used in this Agreement shall refer to this Agreement as a
whole  and  not any particular provision of this Agreement and as this Agreement
now  exists  or  may  hereafter  be  amended,  modified, supplemented, extended,
renewed,  restated  or  replaced.
(e)     The  word "including" when used in this Agreement shall mean "including,
without  limitation".
                                      112
<PAGE>
(f)     An  Event of Default shall exist or continue or be continuing until such
Event  of  Default  is  waived  in accordance with Section 11.3 or is cured in a
manner satisfactory to Agent, if such Event of Default is capable of being cured
as  determined  by  Agent.
(g)     All  references  to the term "good faith" used herein when applicable to
Agent  or  any  Lender  shall  mean,  notwithstanding  anything  to the contrary
contained  herein  or  in the UCC, honesty in fact in the conduct or transaction
concerned.  Borrower and Guarantors shall have the burden of proving any lack of
good  faith  on  the  part  of  Agent  or  any Lender alleged by Borrower or any
Guarantor  at  any  time.
(h)     Any  accounting term used in this Agreement shall have, unless otherwise
specifically  provided  herein, the meaning customarily given in accordance with
GAAP,  and  all  financial  computations  hereunder  shall  be  computed  unless
otherwise  specifically provided herein, in accordance with GAAP as consistently
applied  and  using  the  same  method  for  inventory  valuation as used in the
preparation  of  the  financial statements of Borrower most recently received by
Agent  prior  to  the  date  hereof.
(i)     In  the  computation of periods of time from a specified date to a later
specified  date,  the word "from" means "from and including", the words "to" and
"until"  each  mean  "to  but  excluding"  and  the word "through" means "to and
including".
(j)     Unless otherwise expressly provided herein, (i) references herein to any
agreement,  document  or  instrument  shall  be deemed to include all subsequent
amendments,  modifications,  supplements,  extensions, renewals, restatements or
replacements  with  respect  thereto,  but  only  to the extent the same are not
prohibited  by  the  terms  hereof or of any other Financing Agreement, and (ii)
references  to  any  statute  or regulation are to be construed as including all
statutory  and  regulatory  provisions  consolidating,  amending,  replacing,
recodifying,  supplementing  or  interpreting  the  statute  or  regulation.
(k)     The  captions  and  headings  of  this  Agreement are for convenience of
reference  only  and  shall  not  affect  the  interpretation of this Agreement.
(l)     This  Agreement and other Financing Agreements may use several different
limitations, tests or measurements to regulate the same or similar matters.  All
such  limitations,  tests  and  measurements  are  cumulative  and shall each be
performed  in  accordance  with  their  terms.
(m)     This  Agreement  and  the  other  Financing Agreements are the result of
negotiations  among  and  have  been  reviewed by counsel to Agent and the other
parties,  and  are the products of all parties.  Accordingly, this Agreement and
the  other  Financing Agreements shall not be construed against Agent or Lenders
merely  because  of  Agent's  or  any Lender's involvement in their preparation.
     13.3     Notices
     .  All  notices,  requests  and  demands  hereunder shall be in writing and
deemed  to  have  been  given or made:  if delivered in person, immediately upon
delivery;  if  by  telex,  telegram  or facsimile transmission, immediately upon
sending  and upon confirmation of receipt; if by nationally recognized overnight
courier  service  with  instructions  to  deliver the next Business Day, one (1)
Business  Day after sending; and if by certified mail, return receipt requested,
                                      113
<PAGE>
five (5) days after mailing.  All notices, requests and demands upon the parties
are  to  be  given  to  the following addresses (or to such other address as any
party  may  designate  by  notice  in  accordance  with  this  Section):
<TABLE>
<CAPTION>




<S>                                                   <C>
                                                      The GSI Group, Inc.
  1004 E. Illinois Street
  Assumption, IL  62510
  Attention:  Russell C. Mello - CFO
  Telephone No.:  (217) 226-5026
  Telecopy No.:  (217) 226-6026
If to Borrower or any Guarantor:
  Mayer Brown Rowe & Maw LLP
  190 S. LaSalle Street
  Chicago, IL  60603
  Attention:  Ronald B. Given
  Telephone No.:  (312) 701-7382
  Telecopy No.:  (312) 706-8137
with a copy to:
  Congress Financial Corporation (Central)
  150 S. Wacker Drive
  Chicago, IL  60606
  Attention:  Steve Linderman - GSI Account Manager
  Telephone No.:  (312) 332-0420 ext. 231
  Telecopy No.:  (312) 444-9423
If to Agent:
  Latham & Watkins
  233 S. Wacker Drive, Suite 5800
  Chicago, IL  60606
  Attention:  Donald Schwartz
  Telephone No.:  (312) 876-7631
with a copy to:. . . . . . . . . . . . . . . . . . .  Telecopy No.:  (312) 997-9878
</TABLE>



     13.4     Partial  Invalidity
     .  If  any  provision  of  this  Agreement  is  held  to  be  invalid  or
unenforceable,  such  invalidity  or  unenforceability shall not invalidate this
Agreement as a whole, but this Agreement shall be construed as though it did not
contain  the  particular  provision  held to be invalid or unenforceable and the
rights  and  obligations  of the parties shall be construed and enforced only to
such  extent  as  shall  be  permitted  by  applicable  law.
     13.5     Successors
     .  This  Agreement,  the  other Financing Agreements and any other document
referred  to herein or therein shall be binding upon and inure to the benefit of
and  be enforceable by Agent, Lenders, Borrower, Guarantors and their respective
successors  and  assigns,  except  that Borrower may not assign its rights under
this  Agreement,  the other Financing Agreements and any other document referred
to  herein  or  therein  without the prior written consent of Agent and Lenders.
Any  such  purported assignment without such express prior written consent shall
be  void.  No  Lender may assign its rights and obligations under this Agreement
without  the  prior written consent of Agent, except as provided in Section 13.6
                                      114
<PAGE>
below.  The  terms  and  provisions  of  this  Agreement and the other Financing
Agreements  are  for the purpose of defining the relative rights and obligations
of  Borrower,  Guarantors,  Agent  and  Lenders with respect to the transactions
contemplated  hereby  and  there shall be no third party beneficiaries of any of
the  terms  and  provisions  of  this  Agreement  or  any of the other Financing
Agreements.
     13.6     Assignments;  Participations.
     (a)     Each Lender may assign all or, if less than all, a portion equal to
at  least  $5,000,000  in the aggregate for the assigning Lender, of such rights
and  obligations  under  this  Agreement  to one or more Eligible Transferees or
Approved  Funds  (but not including for this purpose any assignments in the form
of  a  participation),  each  of  which  assignees  shall become a party to this
Agreement  as  a  Lender  by execution of an Assignment and Acceptance; provided
that so long as no Event of Default has occurred and is continuing and Congress'
Commitment  is  less than or equal to $50,000,000, the consent of Borrower shall
be  required  in  connection  with  any  assignment  to  an  Eligible Transferee
described  in clauses (c) and (d) of the definition of Eligible Transferee (such
consent  not  to  be  unreasonably  withheld);  provided  further that, (i) such
transfer  or  assignment  will  not  be effective until recorded by Agent on the
Register  and  (ii)  Agent shall have received for its sole account payment of a
processing  fee  from  the  assigning  Lender  or  the assignee in the amount of
$5,000.  Anything  contained herein to the contrary notwithstanding, the consent
of  Borrower or Agent shall not be required, the minimum assignment amount shall
not  be  applicable  such  transfer  or  assignment  shall not be required to be
recorded  by Agent on the Register in order to be effective, and payments of the
processing  fee  shall  not  be required if (x) such assignment is in connection
with  any  merger, consolidation, sale, transfer, or other disposition of all or
any  substantial portion of the business or loan portfolio of a Lender or (y) in
the  case  of  any  Term  Lender,  the  assignee  is  an  Affiliate  (other than
individual(s)) of such Term Lender or any Approved Fund; provided, however, that
                                                         --------  -------
Borrower  and  Agent may continue to deal solely and directly with the assigning
Lender  in  connection  with the interest so assigned until such time as written
notice  of  such assignment shall have been delivered by the assigning Lender or
the  assignee  to  Agent.
(b)     Agent  shall  maintain a register of the names and addresses of Lenders,
their  Commitments  and  the  principal  amount of their Loans (the "Register").
Agent  shall also maintain a copy of each Assignment and Acceptance delivered to
and  accepted  by  it  and  shall  modify  the  Register  to give effect to each
Assignment  and Acceptance.  The entries in the Register shall be conclusive and
binding  for  all  purposes,  absent manifest error, and Borrower, any Obligors,
Agent  and  Lenders may treat each Person whose name is recorded in the Register
as a Lender hereunder for all purposes of this Agreement.  The Register shall be
available  for  inspection by Borrower and any Lender at any reasonable time and
from  time  to  time  upon  reasonable  prior  notice.
(c)     Upon  such execution, delivery, acceptance and recording, from and after
the  effective  date  specified in each Assignment and Acceptance,  the assignee
thereunder shall be a party hereto and to the other Financing Agreements and, to
the  extent  that  rights  and  obligations  hereunder  have been assigned to it
pursuant  to  such  Assignment  and  Acceptance, have the rights and obligations
(including,  without  limitation,  the  obligation  to  participate in Letter of
                                      115
<PAGE>
Credit  Accommodations)  of a Lender hereunder and thereunder and  the assigning
Lender  shall,  to  the  extent  that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and  be  released  from  its  obligations  under  this  Agreement.
(d)     By  execution and delivery of an Assignment and Acceptance, the assignor
and  assignee  thereunder  confirm  to  and  agree with each other and the other
parties  hereto  as  follows:  (i) other than as provided in such Assignment and
Acceptance, the assigning Lender makes no representation or warranty and assumes
no  responsibility with respect to any statements, warranties or representations
made  in  or  in  connection  with  this Agreement or any of the other Financing
Agreements  or the execution, legality, enforceability, genuineness, sufficiency
or  value  of  this Agreement or any of the other Financing Agreements furnished
pursuant  hereto,  (ii) the assigning Lender makes no representation or warranty
and  assumes  no  responsibility  with  respect  to  the  financial condition of
Borrower,  any  Obligor  or  any  of  their  Subsidiaries  or the performance or
observance  by  Borrower  or  any  Obligor of any of the Obligations; (iii) such
assignee  confirms  that  it has received a copy of this Agreement and the other
Financing  Agreements, together with such other documents and information it has
deemed  appropriate  to  make its own credit analysis and decision to enter into
such  Assignment  and  Acceptance,  (iv)  such  assignee will, independently and
without  reliance  upon  the assigning Lender, Agent and based on such documents
and  information  as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement and the
other  Financing  Agreements, (v) such assignee appoints and authorizes Agent to
take  such  action as agent on its behalf and to exercise such powers under this
Agreement  and  the  other Financing Agreements as are delegated to Agent by the
terms hereof and thereof, together with such powers as are reasonably incidental
thereto,  and  (vi) such assignee agrees that it will perform in accordance with
their  terms all of the obligations which by the terms of this Agreement and the
other  Financing  Agreements  are  required  to  be performed by it as a Lender.
Agent and Lenders may furnish any information concerning Borrower or any Obligor
in  the  possession  of  Agent  or any Lender from time to time to assignees and
Participants.
(e)     Each  Lender  may  sell  participations  to  one  or more banks or other
entities  in  or  to  all  or a portion of its rights and obligations under this
Agreement and the other Financing Agreements (including, without limitation, all
or  a portion of its Commitments and the Loans owing to it and its participation
in  the  Letter  of  Credit  Accommodations, without the consent of Agent or the
other  Lenders);  provided,  that,  (i)  such  Lender's  obligations  under this
Agreement  (including,  without  limitation,  its  Commitment hereunder) and the
other Financing Agreements shall remain unchanged, (ii) such Lender shall remain
solely  responsible  to  the  other  parties  hereto for the performance of such
obligations,  and  Borrower,  Guarantors,  the  other  Lenders  and  Agent shall
continue  to  deal  solely and directly with such Lender in connection with such
Lender's  rights  and  obligations  under this Agreement and the other Financing
Agreements,  and  (iii)  the  Participant  shall  not have any rights under this
Agreement  or  any  of  the other Financing Agreements (the Participant's rights
against  such  Lender  in respect of such participation to be those set forth in
the  agreement  executed  by  such  Lender  in favor of the Participant relating
thereto)  and  all amounts payable by Borrower or any Obligor hereunder shall be
determined  as  if  such  Lender  had  not  sold  such  participation.
                                      116
<PAGE>
(f)     Nothing  in  this  Agreement  shall  prevent or prohibit any Lender from
pledging  its Loans hereunder to a Federal Reserve Bank in support of borrowings
made  by  such  Lenders  from  such  Federal  Reserve  Bank.
(g)     Borrower  and  Guarantors  shall assist Agent or any Lender permitted to
sell  assignments  or  participations under this Section 13.6 in whatever manner
reasonably  necessary  in  order  to  enable  or  effect  any such assignment or
participation,  including (but not limited to) the execution and delivery of any
and  all  agreements,  notes  and  other  documents  and instruments as shall be
requested  and  the  delivery  of  informational  materials, appraisals or other
documents  for,  and  the  participation  of relevant management in meetings and
conference  calls  with,  potential  Lenders  or  Participants.  Borrower  shall
certify the correctness, completeness and accuracy, in all material respects, of
all descriptions of Borrower and Guarantors and their affairs provided, prepared
or  reviewed  by  Borrower  or  any  Guarantor that are contained in any selling
materials  and  all  other  information  provided  by  it  and  included in such
materials.
(h)     (i)  A  Registered  Term  Loan  (and  the  Registered Term Note, if any,
evidencing  the  same)  may  be  assigned  or  sold  in whole or in part only by
registration  of  such  assignment  or sale on the Register (and each Registered
Term Note shall expressly so provide).  Any assignment or sale of all or part of
such  Registered Term Loan (and the Registered Term Note, if any, evidencing the
same)  may  be  effected  only by registration of such assignment or sale on the
Register,  together  with  the  surrender  of  the Registered Term Note, if any,
evidencing  the same duly endorsed by (or accompanied by a written instrument of
assignment  or  sale  duly executed by) the holder of such Registered Term Note,
whereupon, at the request of the designated assignee(s) or transferee(s), one or
more  new  Registered Term Notes in the same aggregate principal amount shall be
issued  to  the  designated  assignee(s)  or  transferee(s).  Prior  to  the
registration  of  assignment  or  sale  of  any  Registered  Term  Loan (and the
Registered Term Note, if any evidencing the same), Agent and the Borrowers shall
treat  the Person in whose name such Loan (and the Registered Term Note, if any,
evidencing  the  same)  is  registered  as  the owner thereof for the purpose of
receiving  all  payments  thereon  and  for  all other purposes, notwithstanding
notice  to the contrary.  In the case of an assignment by a Lender to any of its
Approved  Funds  that is not reflected in Agent's Register, the assigning Lender
shall  maintain  a  comparable  register  on  behalf  of  Agent.
               (ii)     In  the event that any Term Lender sells participations
in  a  Registered Term Loan, such Term Lender shall maintain a register on which
it  enters  the  name  of  all  participants  in  such Registered Term Loan (the
"Participant  Register").  A Registered Term Loan (and the Registered Term Note,
if  any,  evidencing  the  same) may be participated in whole or in part only by
registration  of  such  participation  on  the  Participant  Register  (and each
Registered  Term  Note  shall  expressly so provide).  Any participation of such
Registered Term Loan (and the Registered Term Note, if any, evidencing the same)
may  be  effected  only  by  the  registration  of  such  participation  on  the
Participant  Register.
     (i)     To the extent the ratio of (x) the outstanding principal balance of
the  Obligations (other than Obligations arising under the Exim Facility) to (y)
the  outstanding principal balance of the Obligations under the Exim Facility is
less  than  1.0 to 1.0, each of the Revolving Lenders agrees to, if requested by
                                      117
<PAGE>
Exim,  assign  to  Exim  all  of its right, title and interest in and to (A) the
portion  of  the  Financing Agreements relating to the Exim Facility and (B) the
Exim  Primary  Collateral, in each case pursuant to an assignment agreement, and
such terms and conditions, that are acceptable to Exim, Agent and each Revolving
Lender.
     13.7     Entire  Agreement
     .  This  Agreement,  the other Financing Agreements, any supplements hereto
or  thereto,  and  any  instruments or documents delivered or to be delivered in
connection  herewith  or  therewith  represents  the  entire  agreement  and
understanding  concerning  the  subject  matter  hereof  and thereof between the
parties  hereto,  and  supersede  all  other  prior  agreements, understandings,
negotiations  and  discussions,  representations,  warranties,  commitments,
proposals,  offers  and  contracts concerning the subject matter hereof, whether
oral  or  written.  In  the event of any inconsistency between the terms of this
Agreement  and any schedule or exhibit hereto, the terms of this Agreement shall
govern.
     13.8     Counterparts,  Etc
     .  This  Agreement or any of the other Financing Agreements may be executed
in  any  number  of counterparts, each of which shall be an original, but all of
which taken together shall constitute one and the same agreement. Delivery of an
executed  counterpart of this Agreement or any of the other Financing Agreements
by  telefacsimile  shall  have  the  same force and effect as the delivery of an
original  executed  counterpart of this Agreement or any of such other Financing
Agreements.  Any  party delivering an executed counterpart of any such agreement
by  telefacsimile  shall  also deliver an original executed counterpart, but the
failure to do so shall not affect the validity, enforceability or binding effect
of  such  agreement.
                            [signature page follows]

                                      118
<PAGE>

     IN  WITNESS  WHEREOF,  Agent,  Lenders, Borrower and Guarantors have caused
these  presents  to be duly executed as of the day and year first above written.

<TABLE>
<CAPTION>




<S>                                                                 <C>

AGENT:
------------------------------------------------------------------
  BORROWER:
------------------------------------------------------------------
CONGRESS FINANCIAL CORPORATION
(CENTRAL). . . . . . . . . . . . . . . . . . . . . . . . . . . . .  THE GSI GROUP, INC.


By:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  By:
Title: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Title:

REVOLVING LENDERS:
------------------------------------------------------------------

CONGRESS FINANCIAL CORPORATION . . . . . . . . . . . . . . . . . .  GUARANTORS:
                                                                    --------------------------------
(CENTRAL)
  DAVID MANUFACTURING CO.

By:
Title: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  By:
  Title: _
------------------------------------------------------------------

FLEET CAPITAL CORPORATION. . . . . . . . . . . . . . . . . . . . .  ASSUMPTION LEASING COMPANY, INC.

By:
Title: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  By:
  Title:

TERM LENDERS:
------------------------------------------------------------------

ABLECO FINANCE LLC, on behalf of itself and its affiliate assigns

By:
Title:


</TABLE>





                                      119
<PAGE>
------

                                    EXHIBIT A
                                    ---------
                                       TO
                                       --
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------

                       ASSIGNMENT AND ACCEPTANCE AGREEMENT
                       -----------------------------------

     This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and Acceptance")
dated  as  of _____________, 200_  is made between ________________________ (the
"Assignor")  and  ____________________  (the  "Assignee").
                              W I T N E S S E T H:

     WHEREAS, Congress Financial Corporation (Central), in its capacity as agent
pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf
of  the  lenders  that  are parties thereto (in such capacity, "Agent"), and the
lenders  that  are  parties to the Loan Agreement (individually, each a "Lender"
and  collectively,  "Lenders") have entered or are about to enter into financing
arrangements pursuant to which Agent and Lenders may make loans and advances and
provide  other  financial  accommodations to The GSI Group, Inc. ("Borrower") as
set  forth  in  the  Loan  and Security Agreement, dated _________, 2003, by and
among  Borrower,  certain  of its affiliates, Agent and Lenders (as the same now
exists  or  may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced, the "Loan Agreement"), and the other agreements, documents
and  instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing, together with the
Loan  Agreement,  as  the  same now exist or may hereafter be amended, modified,
supplemented,  extended,  renewed,  restated  or  replaced,  being  collectively
referred  to  herein  as  the  "Financing  Agreements");
WHEREAS,  as  provided  under  the  Loan Agreement, Assignor committed to making
Loans  (the  "Committed Loans") to Borrower in an aggregate amount not to exceed
$___________  (the  "Commitment");
WHEREAS,  Assignor  wishes  to assign to Assignee [part of the] [all] rights and
obligations of Assignor under the Loan Agreement in respect of its Commitment in
an  amount  equal  to  $______________ (the "Assigned Commitment Amount") on the
terms  and  subject  to  the  conditions set forth herein and Assignee wishes to
accept assignment of such rights and to assume such obligations from Assignor on
such  terms  and  subject  to  such  conditions;
NOW,  THEREFORE,  in  consideration  of  the foregoing and the mutual agreements
contained  herein,  the  parties  hereto  agree  as  follows:
     1.     Assignment  and  Acceptance.
            ---------------------------
     (a)     Subject  to  the  terms  and  conditions  of  this  Assignment  and
Acceptance,  Assignor  hereby  sells,  transfers  and  assigns  to Assignee, and
Assignee  hereby  purchases,  assumes  and  undertakes  from  Assignor,  without
recourse  and  without  representation  or  warranty (except as provided in this
Assignment  and  Acceptance)  an  interest in (i) the Commitment and each of the
Committed  Loans of Assignor and (ii) all related rights, benefits, obligations,
                                      120
<PAGE>
liabilities  and  indemnities  of  the Assignor under and in connection with the
Loan  Agreement  and the other Financing Agreements, so that after giving effect
thereto,  the  Commitment of Assignee and the Commitment of Assignor shall be as
set  forth  below  and  the  Pro  Rata  Share of Assignee shall be _______ (__%)
percent  and  the  Pro  Rata  Share  of  Assignor  shall  be ____ (__%) percent.
(b)     With  effect  on  and  after the Effective Date (as defined in Section 5
hereof),  Assignee  shall be a party to the Loan Agreement and succeed to all of
the  rights and be obligated to perform all of the obligations of a Lender under
the  Loan  Agreement,  including the requirements concerning confidentiality and
the  payment  of  indemnification,  with  a Commitment in an amount equal to the
Assigned  Commitment Amount.  Assignee agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Agreement
are required to be performed by it as a Lender.  It is the intent of the parties
hereto  that  the  Commitment  of  Assignor  shall, as of the Effective Date, be
reduced  by an amount equal to the Assigned Commitment Amount and Assignor shall
relinquish  its  rights  and  be  released  from  its obligations under the Loan
Agreement  to  the  extent  such  obligations  have  been  assumed  by Assignee;
provided,  that,  Assignor  shall  not relinquish its rights under Sections 2.1,
6.4,  6.8  and 6.9 of the Loan Agreement to the extent such rights relate to the
time  prior  to  the  Effective  Date.
(c)     After  giving  effect to the assignment and assumption set forth herein,
on  the  Effective  Date  Assignee's  Commitment  will  be  $_____________.
(d)     After  giving  effect to the assignment and assumption set forth herein,
on  the  Effective  Date  Assignor's  Commitment  will  be  $______________.
     2.     Payments.  As  consideration  for  the sale, assignment and transfer
            --------
contemplated  in  Section  1  hereof,  Assignee  shall  pay  to  Assignor on the
Effective  Date in immediately available funds an amount equal to $____________,
representing  Assignee's Pro Rata Share of the principal amount of all Committed
Loans.
3.     Reallocation  of Payments.  Any interest, fees and other payments accrued
       -------------------------
to  the  Effective  Date  with  respect  to  the Commitment, Committed Loans and
outstanding  Letter  of  Credit  Accommodations  shall  be  for  the  account of
Assignor.  Any  interest,  fees  and  other  payments  accrued  on and after the
Effective  Date  with respect to the Assigned Commitment Amount shall be for the
account  of Assignee.  Each of Assignor and Assignee agrees that it will hold in
trust  for  the  other  party  any interest, fees and other amounts which it may
receive  to which the other party is entitled pursuant to the preceding sentence
and  pay  to the other party any such amounts which it may receive promptly upon
receipt.
4.     Independent Credit Decision.  Assignee  acknowledges that it has received
       ---------------------------
a  copy  of  the Loan Agreement and the Schedules and Exhibits thereto, together
with  copies  of  the  most  recent  financial  statements  of  Borrower and its
Subsidiaries,  and  such  other  documents  and  information  as  it  has deemed
appropriate to make its own credit and legal analysis and decision to enter into
this  Assignment  and  Acceptance  and  agrees  that  it will, independently and
without  reliance upon Assignor, Agent or any Lender and based on such documents
and  information  as it shall deem appropriate at the time, continue to make its
own  credit  and  legal  decisions in taking or not taking action under the Loan
Agreement.
                                      121
<PAGE>
5.     Effective  Date;  Notices.
       -------------------------
     (a)     As  between  Assignor  and  Assignee,  the  effective date for this
Assignment and Acceptance shall be _______________, 200_ (the "Effective Date");
provided,  that,  the  following  conditions precedent have been satisfied on or
before  the  Effective  Date:
     (i)     this  Assignment  and Acceptance shall be executed and delivered by
Assignor  and  Assignee;
(ii)     the  consent  of  Agent  as required for an effective assignment of the
Assigned Commitment Amount by Assignor to Assignee shall have been duly obtained
and  shall  be  in  full  force  and  effect  as  of  the  Effective  Date;
(iii)     written notice of such assignment, together with payment instructions,
addresses  and  related  information  with  respect to Assignee, shall have been
given  to  Borrower  and  Agent;  and
(iv)     Assignee  shall  pay to Assignor all amounts due to Assignor under this
Assignment  and  Acceptance.
     (b)     Promptly following the execution of this Assignment and Acceptance,
Assignor  shall  deliver  to  Borrower  and Agent for acknowledgment by Agent, a
Notice  of  Assignment  in  the  form  attached  hereto  as  Schedule  1.
     [6.   Agent.  [INCLUDE  ONLY  IF  ASSIGNOR  IS  AN  AGENT]
           -----
     (a)     Assignee hereby appoints and authorizes Assignor in its capacity as
Agent  to  take such action as agent on its behalf to exercise such powers under
the Loan Agreement as are delegated to Agent by Lenders pursuant to the terms of
the  Loan  Agreement.
(b)     Assignee  shall  assume no duties or obligations held by Assignor in its
capacity  as  Agent  under  the  Loan  Agreement.]
     7.     Withholding  Tax.  Assignee (a) represents and warrants to Assignor,
            ----------------
Agent  and  Borrower  that  under  applicable  law  and  treaties no tax will be
required  to  be  withheld  by  Assignee,  Agent or Borrower with respect to any
payments  to  be  made  to  Assignee  hereunder  or  under  any of the Financing
Agreements,  (b)  agrees  to  furnish  (if it is organized under the laws of any
jurisdiction  other  than  the  United States or any State thereof) to Agent and
Borrower  prior  to  the  time  that  Agent or Borrower are required to make any
payment  of  principal, interest or fees hereunder, duplicate executed originals
of  either  U.S.  Internal  Revenue  Service  Form 4224 or U.S. Internal Revenue
Service  Form 1001 (wherein Assignee claims entitlement to the benefits of a tax
treaty  that  provides  for  a  complete  exemption  from  U.S.  federal  income
withholding  tax on all payments hereunder) and agrees to provide new Forms 4224
or  1001  upon  the  expiration  of  any previously delivered form or comparable
statements in accordance with applicable U.S. law and regulations and amendments
thereto,  duly executed and completed by Assignee, and (c) agrees to comply with
all  applicable  U.S.  laws  and regulations with regard to such withholding tax
exemption.
                                      122
<PAGE>
     8.     Representations  and  Warranties.
            --------------------------------
     (a)     Assignor  represents  and  warrants  that  it  is  the  legal  and
beneficial  owner  of  the interest being assigned by it hereunder and that such
interest  is free and clear of any security interest, lien, encumbrance or other
adverse  claim,  it is duly organized and existing and it has the full power and
authority  to  take,  and has taken, all action necessary to execute and deliver
this  Assignment and Acceptance and any other documents required or permitted to
be executed or delivered by it in connection with this Assignment and Acceptance
and  to  fulfill  its  obligations  hereunder,  no  notices  to,  or  consents,
authorizations  or approvals of, any Person are required (other than any already
given  or  obtained)  for  its  due  execution, delivery and performance of this
Assignment  and  Acceptance,  and  apart  from any agreements or undertakings or
filings  required  by the Loan Agreement, no further action by, or notice to, or
filing  with,  any  Person  is  required  of  it for such execution, delivery or
performance,  and  this  Assignment  and  Acceptance  has been duly executed and
delivered  by  it  and  constitutes  the  legal, valid and binding obligation of
Assignor,  enforceable  against  Assignor  in  accordance with the terms hereof,
subject,  as  to  enforcement,  to  bankruptcy,  insolvency,  moratorium,
reorganization  and  other  laws of general application relating to or affecting
creditors'  rights  and  to  general  equitable  principles.
(b)     Assignor  makes  no  representation  or  warranty  and  assumes  no
responsibility  with  respect  to  any statements, warranties or representations
made  in  or in connection with the Loan Agreement or any of the other Financing
Agreements  or  the  execution, legality, validity, enforceability, genuineness,
sufficiency  or  value of the Loan Agreement or any other instrument or document
furnished  pursuant  thereto.  Assignor  makes  no representation or warranty in
connection  with,  and  assumes no responsibility with respect to, the solvency,
financial  condition  or  statements  of  Borrower,  Guarantors  or any of their
respective  Affiliates, or the performance or observance by Borrower, Guarantors
or  any  other  Person,  of  any  of  its  respective obligations under the Loan
Agreement or any other instrument or document furnished in connection therewith.
(c)     Assignee  represents  and  warrants  that  (i)  it is duly organized and
existing  and it has full power and authority to take, and has taken, all action
necessary  to  execute  and deliver this Assignment and Acceptance and any other
documents  required or permitted to be executed or delivered by it in connection
with  this  Assignment and Acceptance, and to fulfill its obligations hereunder,
(ii)  no notices to, or consents, authorizations or approvals of, any Person are
required  (other  than  any  already  given  or obtained) for its due execution,
delivery  and  performance of this Assignment and Acceptance, and apart from any
agreements or undertakings or filings required by the Loan Agreement, no further
action  by,  or notice to, or filing with, any Person is required of it for such
execution, delivery or performance; and (iii) this Assignment and Acceptance has
been  duly  executed  and  delivered  by it and constitutes the legal, valid and
binding  obligation of Assignee, enforceable against Assignee in accordance with
the  terms  hereof,  subject,  as  to  enforcement,  to  bankruptcy, insolvency,
moratorium,  reorganization and other laws of general application relating to or
affecting  creditors'  rights  to  general  equitable  principles.
     9.     Further  Assurances.  Assignor  and  Assignee  each  hereby agree to
            -------------------
execute  and  deliver  such  other  instruments,  and take such other action, as
either  party  may  reasonably  request  in  connection  with  the  transactions
                                      123
<PAGE>
contemplated  by  this  Assignment and Acceptance, including the delivery of any
notices  or  other  documents  or instruments to Borrower or Agent, which may be
required  in  connection with the assignment and assumption contemplated hereby.
     10.     Miscellaneous.
             -------------
     (a)     Any  amendment  or  waiver  of any provision of this Assignment and
Acceptance  shall be in writing and signed by the parties hereto.  No failure or
delay  by  either  party  hereto  in  exercising  any  right, power or privilege
hereunder  shall operate as a waiver thereof and any waiver of any breach of the
provisions  of  this Assignment and Acceptance shall be without prejudice to any
rights  with  respect  to  any  other  for  further  breach  thereof.
(b)     All  payments  made  hereunder  shall  be  made  without  any set-off or
counterclaim.
(c)     Assignor and Assignee shall each pay its own costs and expenses incurred
in  connection  with  the negotiation, preparation, execution and performance of
this  Assignment  and  Acceptance.
(d)     This  Assignment  and  Acceptance  may  be  executed  in  any  number of
counterparts  and  all  of  such  counterparts taken together shall be deemed to
constitute  one  and  the  same  instrument.
(e)     THIS  ASSIGNMENT  AND  ACCEPTANCE  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE  LAW  OF  THE STATE OF ILLINOIS Assignor and Assignee each
irrevocably  submits  to  the non-exclusive jurisdiction of any State or Federal
court  sitting  in  Cook  County,  Illinois  over any suit, action or proceeding
arising  out  of  or  relating to this Assignment and Acceptance and irrevocably
agrees  that all claims in respect of such action or proceeding may be heard and
determined  in  such  Illinois  State  or  Federal  court.  Each  party  to this
Assignment  and  Acceptance  hereby irrevocably waives, to the fullest extent it
may  effectively  do so, the defense of an inconvenient forum to the maintenance
of  such  action  or  proceeding.
(f)     ASSIGNOR  AND  ASSIGNEE  EACH  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY  WAIVE  ANY  RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY  LITIGATION  BASED  HEREON,  OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
THIS  ASSIGNMENT  AND ACCEPTANCE, THE LOAN AGREEMENT, ANY OF THE OTHER FINANCING
AGREEMENTS  OR  ANY  RELATED  DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT,
COURSE  OF  DEALING,  OR  STATEMENTS  (WHETHER  ORAL  OR  WRITTEN).

                                      124
<PAGE>
IN  WITNESS  WHEREOF,  Assignor  and  Assignee  have  caused this Assignment and
Acceptance  to be executed and delivered by their duly authorized officers as of
the  date  first  above  written.
[ASSIGNOR]


By:
Title:

[ASSIGNEE]


By:
Title:


                                      125
<PAGE>

                                   SCHEDULE 1
                       NOTICE OF ASSIGNMENT AND ACCEPTANCE
                       -----------------------------------


                                  ______, 200__



Attn.:

     Re:
Ladies  and  Gentlemen:

     Congress Financial Corporation (Central), in its capacity as agent pursuant
to  the  Loan Agreement (as hereinafter defined) acting for and on behalf of the
lenders  that  are  parties thereto (in such capacity, "Agent"), and the lenders
that  are  parties  to  the  Loan  Agreement  (individually, each a "Lender" and
collectively,  "Lenders")  have  entered  or  are  about to enter into financing
arrangements pursuant to which Agent and Lenders may make loans and advances and
provide  other  financial  accommodations to The GSI Group, Inc. as set forth in
the  Loan  and  Security  Agreement,  dated  _____________,  2003,  by and among
Borrower, certain of their affiliates, Agent and Lenders (as the same now exists
or may hereafter be amended, modified, supplemented, extended, renewed, restated
or  replaced,  the  "Loan  Agreement"),  and the other agreements, documents and
instruments  referred  to  therein  or  at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing, together with the
Loan  Agreement,  as  the  same now exist or may hereafter be amended, modified,
supplemented,  extended,  renewed,  restated  or  replaced,  being  collectively
referred  to  herein  as  the  "Financing  Agreements").  Capitalized  terms not
otherwise  defined herein shall have the respective meanings ascribed thereto in
the  Loan  Agreement.
1.     We hereby give you notice of, and request your consent to, the assignment
by  __________________________  (the  "Assignor") to ___________________________
(the  "Assignee") such that after giving effect to the assignment Assignee shall
have  an  interest  equal  to  ________  (__%)  percent of the total Commitments
pursuant  to  the  Assignment  and  Acceptance  Agreement  attached  hereto (the
"Assignment  and  Acceptance").  We  understand  that  the Assignor's Commitment
shall  be  reduced  by  $_____________.
2.     Assignee  agrees  that,  upon  receiving  the  consent  of  Agent to such
assignment,  Assignee  will be bound by the terms of the Loan Agreement as fully
and  to  the  same  extent as if the Assignee were the Lender originally holding
such  interest  under  the  Loan  Agreement.
                                        1
<PAGE>
     3.     The  following  administrative  details  apply  to  Assignee:
(A)     Notice  address:


Assignee  name:
Address:


Attention:
Telephone:
Telecopier:

(B)     Payment  instructions:

Account  No.:
At:


Reference:
Attention:

     4.     You  are  entitled  to rely upon the representations, warranties and
covenants  of  each  of  Assignor  and  Assignee contained in the Assignment and
Acceptance.
IN  WITNESS WHEREOF, Assignor and Assignee have caused this Notice of Assignment
and  Acceptance  to  be  executed by their respective duly authorized officials,
officers  or  agents  as  of  the  date  first  above  mentioned.
Very  truly  yours,

[NAME  OF  ASSIGNOR]


By:
Title:

[NAME  OF  ASSIGNEE]
                                        2
<PAGE>


By:
Title:

ACKNOWLEDGED  AND  ASSIGNMENT
CONSENTED  TO:

CONGRESS  FINANCIAL  CORPORATION
(____________),  as  Agent


By:
Title:


                                        3
<PAGE>
------

                                    EXHIBIT C
                                       TO
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------

                             Compliance Certificate
                             ----------------------

To:     Congress  Financial  Corporation
(_________),  as  Agent
_________________________
_________________________


Ladies  and  Gentlemen:

     I  hereby  certify to you pursuant to Section 9.6 of the Loan Agreement (as
defined  below)  as  follows:
1.     I  am  the duly elected Chief Financial Officer of The GSI Group, Inc., a
Delaware  corporation  ("Borrower").  Capitalized  terms  used  herein  without
definition  shall have the meanings given to such terms in the Loan and Security
Agreement,  dated  ______,  2003,  by  and  among Congress Financial Corporation
(Central) as agent for the lenders party thereto (in such capacity, "Agent") and
the lenders party thereto (collectively, "Lenders"), Borrower and certain of its
affiliates  (as  such  Loan  and  Security  Agreement  is  amended,  modified or
supplemented,  from  time  to  time,  the  "Loan  Agreement").
2.     I  have  reviewed the terms of the Loan Agreement, and have made, or have
caused  to  be  made  under my supervision, a review in reasonable detail of the
transactions  and the financial condition of Borrower and Guarantors, during the
immediately  preceding  Fiscal  Month.
3.     The  review  described  in Section 2 above did not disclose the existence
during  or  at  the  end  of  such  Fiscal Month, and I have no knowledge of the
existence  and  continuance  on the date hereof, of any condition or event which
constitutes  a Default or an Event of Default, except as set forth on Schedule I
attached hereto.  Described on Schedule I attached hereto are the exceptions, if
any, to this Section 3 listing, in detail, the nature of the condition or event,
the  period  during  which  it  has existed and the action which Borrower or any
Guarantor  has  taken,  is  taking,  or  proposes  to  take with respect to such
condition  or  event.
4.     I further certify that, based on the review described in Section 2 above,
Borrower and Guarantors have not at any time during or at the end of such Fiscal
Month,  except  as  specifically  described on Schedule II attached hereto or as
permitted  by  the  Loan  Agreement,  done  any  of  the  following:
(a)     Changed  its respective corporate name, or transacted business under any
trade  name, style, or fictitious name, other than those previously described to
you  and  set  forth  in  the  Financing  Agreements.
                                        1
<PAGE>
(b)     Changed  the  location  of  its  chief  executive  office,  changed  its
jurisdiction  of  incorporation, changed its type of organization or changed the
location  of or disposed of any of its properties or assets (other than pursuant
to  the sale of Inventory in the ordinary course of its business or as otherwise
permitted  by  Section  9.7 of the Loan Agreement), or established any new asset
locations.
(c)     Materially  changed the terms upon which it sells goods (including sales
on  consignment)  or  provides services, nor has any vendor or trade supplier to
Borrower  or  any  Guarantor  during  or  at  the  end of such period materially
adversely  changed  the  terms  upon which it supplies goods to Borrower or such
Guarantor.
(d)     Permitted  or suffered to exist any security interest in or liens on any
of  its  properties,  whether  real  or  personal,  other  than  as specifically
permitted  in  the  Financing  Agreements.
(e)     Received  any  notice  of, or obtained knowledge of any of the following
not  previously  disclosed  to Agent:  (i) the occurrence of any event involving
the  release,  spill  or  discharge  of  any  Hazardous Material in violation of
applicable  Environmental  Law  in a material respect or (ii) any investigation,
proceeding, complaint, order, directive, claims, citation or notice with respect
to: (A) any non-compliance with or violation of any applicable Environmental Law
by  Borrower  or any Guarantor in any material respect or (B) the release, spill
or  discharge of any Hazardous Material in violation of applicable Environmental
Law  in  a  material  respect  or  (C)  the generation, use, storage, treatment,
transportation,  manufacture,  handling, production or disposal of any Hazardous
Materials in violation of applicable Environmental Laws in a material respect or
(D)  any  other  environmental,  health  or  safety matter, which has a material
adverse  effect  on  Borrower  or  any  Guarantor or its business, operations or
assets or any properties at which Borrower or such Guarantor transported, stored
or  disposed  of  any  Hazardous  Materials.
(f)     Become aware of, obtained knowledge of, or received notification of, any
breach  or  violation  of  any  material covenant contained in any instrument or
agreement  in  respect  of  Indebtedness  for  money borrowed by Borrower or any
Guarantor.
     5.     Attached  hereto  as  Schedule  III  are  the  calculations  used in
determining,  as of the end of such Fiscal Month whether Borrower and Guarantors
are  in compliance with the covenants set forth in Sections 9.17, 9.22, 9.23 and
9.25  of  the  Loan  Agreement  for  such Fiscal Month and setting forth the DMC
Sublimit  as  of  the  end  of  such  Fiscal  Month.
The  foregoing  certifications  are  made and delivered this day of ___________,
20__.
Very  truly  yours,


By:
Title:

                                        2
<PAGE>