Exhibit 10.5

                                                               Execution Version

                             INTERCREDITOR AGREEMENT
                             -----------------------

            INTERCREDITOR  AGREEMENT (this  "Agreement") dated as of January 10,
2008,  by and  between  the First  Lien  Administrative  Agent,  the First  Lien
Collateral Agent and the Second Lien Agent (each as defined below).

                                    RECITALS:

            WHEREAS,  GoAmerica, Inc., a Delaware corporation (together with its
successors and assigns, including any receiver, trustee or debtor-in-possession,
the  "Borrower"),   the  Lenders  (as  defined  therein)  (together  with  their
successors and assigns,  the "First Lien Lenders"),  Churchill Financial LLC, as
administrative  agent, and Ableco Finance LLC, as collateral  agent, are parties
to a Credit  Agreement  dated as of January 10,  2008 (as  amended or  otherwise
modified from time to time in accordance with the terms of this  Agreement,  the
"Initial First Lien Loan  Agreement"),  pursuant to which the First Lien Lenders
have  made and will from time to time make  loans and  provide  other  financial
accommodations to the Borrower;

            WHEREAS,  the Borrower,  the Lenders (as defined therein)  (together
with their  successors  and assigns,  the "Second Lien  Lenders")  and Clearlake
Capital  Group,  L.P., as agent,  are parties to a Second Lien Credit  Agreement
dated as of January 10, 2008 (as amended or otherwise modified from time to time
in accordance  with the terms of this  Agreement,  the "Initial Second Lien Loan
Agreement") pursuant to which the Second Lien Lenders have made certain loans to
the Borrower;

            WHEREAS,  the  Borrower and the other  Obligors (as defined  herein)
have granted to the First Lien  Collateral  Agent,  for the benefit of the First
Lien Creditors (as defined  below),  a Lien (as defined below) on  substantially
all of their assets and properties,  all as more  particularly  described in the
First Lien Documents (as defined below);

            WHEREAS,  the  Borrower and the other  Obligors  have granted to the
Second Lien Agent,  for the  benefit of the Second  Lien  Creditors  (as defined
below), a Lien on substantially all of their assets and properties,  all as more
particularly described in the Second Lien Documents (as defined below);

            WHEREAS,  the  Second  Lien  Agent,  on  behalf of the  Second  Lien
Creditors,  and the First Lien  Agents,  on behalf of the First Lien  Creditors,
wish to set forth their agreement as to certain of their  respective  rights and
obligations with respect to the Collateral and their  understanding  relative to
their respective positions in the Collateral; and

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants herein contained, the parties hereto agree as follows:

      Section 1. Definitions.

      1.1 General Terms.  As used in this  Agreement,  the following terms shall
have the respective  meanings  indicated  below,  such meanings to be applicable
equally to both the singular and the plural forms of the terms defined:

<PAGE>

            "Agent"  means the First Lien Agents or the Second  Lien  Agent,  as
applicable.

            "Agent's Notice" shall have the meaning set forth in Section 5.1.

            "Agreement" shall have the meaning set forth in the preamble hereof.

            "Bankruptcy  Code"  means the  provisions  of Title 11 of the United
States Code, 11 U.S.C. ss.ss.101 et seq.

            "Bankruptcy  Law" means the  Bankruptcy  Code and any other federal,
state or foreign bankruptcy, insolvency, receivership or similar law.

            "Borrower" shall have the meaning set forth in the recitals hereof.

            "Business  Day" means any day of the year that is not a Saturday,  a
Sunday or a day on which banks are required or  authorized  to close in New York
City.

            "Collateral" means all assets and properties of any kind whatsoever,
real or personal,  tangible or intangible and wherever located,  of any Obligor,
whether now owned or hereafter acquired,  upon which a Lien (including,  without
limitation,  any Liens granted in any Insolvency Proceeding) is now or hereafter
granted  or  purported  to be  granted  by such  Person  in favor  of a  Secured
Creditor, as security for all or any part of the Obligations.

            "Debt  Action"  means (a) the  filing of a  lawsuit  by any  Secured
Creditor solely to collect the Obligations owed to such Secured Creditor and not
to exercise their secured  creditor  remedies in respect of the collateral,  (b)
the demand by any Secured Creditor for accelerated payment of any and all of the
Obligations owed to such Secured Creditor, (c) the filing of any notice of claim
and the  voting of any such  claim in any  Insolvency  Proceeding  involving  an
Obligor,  (d) the filing of any motion in any Insolvency  Proceeding  consistent
with the term of this Agreement, (e) the filing of any defensive pleading in any
Insolvency  Proceeding  consistent  with the terms of this  Agreement or (f) the
filing of any pleadings,  objections,  motions or agreements which assert rights
or interests  available to unsecured creditors of the Obligors arising under any
Insolvency Proceeding or applicable non-bankruptcy law.

            "DIP Financing" shall have the meaning set forth in Section 6.2.

            "DIP Liens" shall have the meaning set forth in Section 6.2.

            "Disposition"  means any sale,  lease,  exchange,  transfer or other
disposition, and "Dispose" and "Disposed of" shall have correlative meanings.

            "Documents"  means the First  Lien  Documents  and the  Second  Lien
Documents, or any of them.

            "Enforcement Action" means (a) any action by any Secured Creditor to
foreclose  on the Lien of such Person in any  Collateral,  (b) any action by any
Secured Creditor to take possession of, or sell or otherwise realize upon, or to
exercise any other rights or remedies with respect to, any Collateral, including
any Disposition after the occurrence of an Event of


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<PAGE>

Default of any Collateral by an Obligor with the consent of, or at the direction
of, a  Secured  Creditor,  (c) the  taking  of any  other  actions  by a Secured
Creditor  against any Collateral,  including the taking of control or possession
of, or the  exercise  of any right of setoff  with  respect  to, any  Collateral
and/or (d) the commencement by any Secured Creditor of any legal  proceedings or
actions against or with respect to any Obligor or any of such Obligor's property
or assets or any  Collateral  to  facilitate  any of the  actions  described  in
clauses (a), (b) and (c) above,  including the  commencement  of any  Insolvency
Proceeding; provided that this definition shall not include any Debt Action.

            "Event of Default" means each "Event of Default" or similar term, as
such term is defined in any First Lien Document or any Second Lien Document.

            "Final  Order" means an order of the  Bankruptcy  Court or any other
court of  competent  jurisdiction  as to which the time to appeal,  petition for
certiorari,  or move for  reargument or rehearing has expired and as to which no
appeal,  petition  for  certiorari,  or  other  proceedings  for  reargument  or
rehearing  shall  then be  pending,  or, in the event  that an  appeal,  writ of
certiorari,  or reargument or rehearing  thereof has been filed or sought,  such
order of the  Bankruptcy  Court or other court of competent  jurisdiction  shall
have been  affirmed by the highest  court to which such order was  appealed,  or
from which certiorari,  reargument or rehearing was sought, and the time to take
any further appeal,  petition for certiorari or move for reargument or rehearing
shall have expired; provided that the possibility that a motion under Rule 59 or
Rule 60 of the Federal Rules of Civil  Procedure or any analogous rule under the
Federal Rules of Bankruptcy  Procedure or applicable  state court rules of civil
procedure,  may be filed with  respect to such order  shall not cause such order
not to be a Final Order.

            "First Lien  Administrative  Agent" means Churchill Financial LLC in
its  capacity as  administrative  agent for the First Lien  Creditors  under the
First Lien Documents, and its successors and assigns in such capacity (including
one or more other agents or similar contractual  representatives for one or more
lenders that at any time succeeds to or refinances,  replaces or substitutes for
any or all of the First Lien Obligations at any time and from time to time).

            "First Lien Agents"  means the First Lien  Administrative  Agent and
the First Lien Collateral Agent, collectively.

            "First Lien  Avoidance"  shall have the meaning set forth in Section
6.4.

            "First  Lien  Collateral  Agent"  means  Ableco  Finance  LLC in its
capacity as collateral  agent for the First Lien Creditors  under the First Lien
Documents,  and its  successors  and assigns in such capacity  (including one or
more other agents or similar contractual representatives for one or more lenders
that at any time succeeds to or refinances,  replaces or substitutes  for any or
all of the First Lien Obligations at any time and from time to time).

            "First Lien Creditors"  means the First Lien Agents,  the First Lien
Lenders and the other Persons from time to time holding First Lien Obligations.


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<PAGE>

            "First  Lien  Deficiency"  means  any  portion  of  the  First  Lien
Obligations consisting of an allowed unsecured claim under Section 506(a) of the
Bankruptcy  Code (or any similar  provision  under any other  Bankruptcy Law) as
determined by a Final Order.

            "First Lien Documents" means the First Lien Loan Agreement, all Loan
Documents  (as such term is defined in the First  Lien Loan  Agreement)  and all
other  agreements,  documents  and  instruments  at  any  time  executed  and/or
delivered by any Obligor or any other  Person with,  to or in favor of the First
Lien  Agents or any First  Lien  Creditor  in  connection  therewith  or related
thereto,  including such documents  evidencing  successive  Refinancings  of the
First  Lien  Obligations,  in each  case,  as  amended,  amended  and  restated,
supplemented,  modified,  replaced,  substituted or renewed from time to time in
accordance with the terms of this Agreement.

            "First  Lien  Lenders"  shall  have  the  meaning  set  forth in the
recitals hereto.

            "First  Lien  Letter of Credit  Obligations"  means all  outstanding
obligations incurred by or owing to the First Lien Creditors,  whether direct or
indirect,  contingent  or  otherwise,  due or not due,  in  connection  with the
issuance  of  letters  of credit by a First  Lien  Creditor  or  another  issuer
pursuant to the First Lien  Documents  or the purchase of a  participation  with
respect  to any such  letter  of  credit,  including  any  unpaid  reimbursement
obligations in respect  thereof.  The amount of such First Lien Letter of Credit
Obligations  shall equal the maximum  amount that may be payable at such time or
at any time  thereafter by or to the First Lien Creditors  thereupon or pursuant
thereto.

            "First Lien Loan  Agreement"  means (a) the Initial  First Lien Loan
Agreement  and (b) each loan or  credit  agreement  evidencing  any  initial  or
subsequent replacement, substitution, renewal, or Refinancing of the Obligations
under the Initial First Lien Loan  Agreement,  in each case only as the same may
from time to time be amended,  amended  and  restated,  supplemented,  modified,
replaced,  substituted,  renewed or Refinanced  in accordance  with the terms of
this Agreement.

            "First Lien Loans" means any loans or advances outstanding under the
First Lien Documents.

            "First Lien  Obligations"  means all  obligations,  liabilities  and
indebtedness of every kind,  nature and description  owing by one or more of the
Obligors  to one or more of the First  Lien  Creditors  evidenced  by or arising
under one or more of the First Lien  Documents  (including any First Lien Loans,
First Lien Letter of Credit Obligations and Hedging Obligations), whether direct
or indirect,  absolute or contingent,  joint or several, due or not due, primary
or  secondary,  liquidated  or  unliquidated,   including  principal,  interest,
charges, fees, costs, indemnities and expenses, however evidenced (including any
costs,  expenses or other amounts  incurred or advanced in  connection  with any
Enforcement  Action  or  Release  Event),  and  whether  as  principal,  surety,
endorser,  guarantor or  otherwise,  whether now existing or hereafter  arising,
whether arising  before,  during or after the initial or any renewal term of the
First  Lien Loan  Agreement  and  whether  arising  before,  during or after the
commencement  of any  Insolvency  Proceeding  with respect to one or more of the
Obligors (and  including the payment of any  principal,  interest,  fees,  cost,
expenses and other amounts  (including default rate interest)


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<PAGE>

which would accrue and become due but for the  commencement  of such  Insolvency
Proceeding  whether or not such  amounts are allowed or allowable in whole or in
part in any such Insolvency Proceeding).

            "First  Lien  Secured  Claims"  means any  portion of the First Lien
Obligations not constituting a First Lien Deficiency.

            "First Lien Termination Date" means the date on which all First Lien
Obligations have been Paid in Full.

            "Hedging Obligations" means all obligations of any Obligor under and
in respect of any Secured Hedging  Agreement (or any similar or equivalent term)
under and as defined in the First Lien Loan Agreement.

            "Initial First Lien Loan Agreement" shall have the meaning set forth
in the recitals hereto.

            "Initial  Second  Lien Loan  Agreement"  shall have the  meaning set
forth in the recitals hereto.

            "Insolvency  Proceeding"  means,  as to  any  Obligor,  any  of  the
following:  (a) any case or  proceeding  with  respect to such Person  under the
Bankruptcy  Code  or  any  other  federal  or  state   bankruptcy,   insolvency,
reorganization or other law affecting  creditors' rights or any other or similar
proceedings  seeking  any  stay,  reorganization,  arrangement,  composition  or
readjustment  of the  obligations  and  indebtedness  of such  Obligor,  (b) any
proceeding  seeking  the  appointment  of  any  trustee,  receiver,  liquidator,
custodian or other insolvency  official with similar powers with respect to such
Obligor or any of its assets, (c) any proceeding for liquidation, dissolution or
other winding up of the business of such Obligor or (d) any  assignment  for the
benefit of creditors or any marshalling of assets of such Obligor.

            "Junior Adequate  Protection Liens" shall have the meaning set forth
in Section 6.2(b).

            "Lien" means any  mortgage,  deed of trust,  pledge,  hypothecation,
assignment, charge, deposit arrangement,  encumbrance, easement, lien (statutory
or otherwise),  security  interest or other security  arrangement  and any other
preference,   priority  or  preferential  arrangement  of  any  kind  or  nature
whatsoever,  including any  conditional  sale contract or other title  retention
arrangement, the interest of a lessor under a capital lease and any synthetic or
other  financing lease having  substantially  the same economic effect as any of
the foregoing.

            "Maximum  First  Lien  Principal  Amount"  means,  as of any date of
determination,  (a) $66,000,000  minus (b) the sum of all principal  payments of
term  loans  constituting  First  Lien  Obligations   (including  voluntary  and
mandatory  prepayments)  and permanent  reductions of revolving loan commitments
under the  First  Lien  Documents  after the date  hereof  plus (c)  solely as a
component  of a DIP  Financing,  the  additional  amount  permitted  pursuant to
Section 6.2(a)(iii) plus (d) interest,  fees, costs,  expenses,  indemnities and
other amounts payable pursuant to the terms of the First Lien Documents, whether
or not the same are added to the principal  amount of the First Lien Obligations
and including  the same as would


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<PAGE>

accrue and  become due but for the  commencement  of an  Insolvency  Proceeding,
whether or not such  amounts are allowed or allowable in whole or in part in any
such Insolvency Proceeding.

            "Maximum  Second  Lien  Principal  Amount"  means  as of any date of
determination,  an  amount  equal to (a)  $30,000,000,  minus (b) the sum of all
principal payments of term loans constituting Second Lien Obligations (including
voluntary and mandatory  prepayments) after the date hereof,  plus (c) interest,
fees,  costs,  expenses,  indemnities and other amounts payable  pursuant to the
terms of the  Second  Lien  Documents,  whether or not the same are added to the
principal  amount of the Second Lien Obligations and including the same as would
accrue and  become due but for the  commencement  of an  Insolvency  Proceeding,
whether or not such  amounts are allowed or allowable in whole or in part in any
such Insolvency Proceeding.

            "New First Lien Agents"  shall have the meaning set forth in Section
4.5(a).

            "New  First Lien  Documents"  shall  have the  meaning  set forth in
Section 4.5(a).

            "New First Lien  Obligations"  shall have the  meaning  set forth in
Section 4.5(a).

            "New Second Lien Agent"  shall have the meaning set forth in Section
4.5(b).

            "New  Second  Lien  Documents"  shall have the  meaning set forth in
Section 4.5(b).

            "New  Second Lien  Obligations"  shall have the meaning set forth in
Section 4.5(b).

            "Obligations"  means the First Lien  Obligations and the Second Lien
Obligations, or any of them.

            "Obligor"  means  Borrower  and each  other  Person  liable on or in
respect of the  Obligations or that has granted a Lien on any property or assets
as Collateral,  together with such Person's successors and assigns,  including a
receiver, trustee or debtor-in-possession on behalf of such Person.

            "Paid in Full" or  "Payment  in Full"  means,  with  respect  to any
Obligations,   that:  (a)  all  of  such  Obligations   (other  than  contingent
indemnification  obligations  for which no underlying  claim has been  asserted)
have been paid,  performed  or  discharged  in full  (with all such  Obligations
consisting of monetary or payment obligations having been paid in full in cash),
(b) no Person has any  further  right to obtain  any  loans,  letters of credit,
bankers' acceptances, or other extensions of credit under the documents relating
to such Obligations and (c) any and all letters of credit,  bankers' acceptances
or similar  instruments  issued under such  documents  have been  cancelled  and
returned (or backed by stand-by guarantees or cash collateralized) in accordance
with the terms of such documents.

            "Pay-Over  Amount"  shall  have the  meaning  set  forth in  Section
6.2(b).


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<PAGE>

            "Permitted  Collateral  Sale" means any Disposition of Collateral so
long as such  Disposition  is permitted  under the First Lien Loan Agreement and
the Second Lien Loan Agreement,  each as in effect on the date hereof.  The term
Permitted  Collateral  Sale  shall not  include  any  Disposition  occurring  or
effected  under any  circumstance  or condition  described in the  definition of
"Release Event".

            "Person" means an individual, partnership,  corporation (including a
business trust and a public benefit corporation),  joint stock company,  estate,
association, firm, enterprise, trust, limited liability company,  unincorporated
association,  joint  venture,  governmental  authority  or any  other  entity or
regulatory body.

            "Proceeds"  means (a) all  "Proceeds" as defined in Article 9 of the
UCC with respect to the  Collateral and (b) whatever is recoverable or recovered
when  Collateral  is  sold,  exchanged,   collected,  or  disposed  of,  whether
voluntarily or involuntarily.

            "Purchase Notice" shall have the meaning set forth in Section 5.1.

            "Refinance",  "Refinancings"  and "Refinanced"  means, in respect of
any Obligations, to issue other indebtedness in exchange or replacement for such
Obligations, in whole or in part.

            "Release Documents" shall have the meaning set forth in Section 2.5.

            "Release  Event" means the taking of any  Enforcement  Action by the
First Lien Creditors  against all or any portion of the Collateral  (including a
Disposition  conducted by any Obligor with the consent of the First Lien Agents)
or, after the closing of a sale of all or any portion of the Collateral pursuant
to an order of the  Bankruptcy  Court under Section 363 of the  Bankruptcy  Code
authorizing the sale of all or any portion of the Collateral.

            "Requisite  Second  Lien  Creditors"  means  Second  Lien  Creditors
holding more than 50% of the  outstanding  principal  balance of the Second Lien
Loans.

            "Second Lien Adequate  Protection  Payments"  shall have the meaning
set forth in Section 6.2(b).

            "Second  Lien Agent"  means  Clearlake  Capital  Group,  L.P. in its
capacity as administrative  agent for the Second Lien Creditors under the Second
Lien  Documents,  and its  permitted  successors  and  assigns in such  capacity
(including  one or more  other  administrative  agents  or  similar  contractual
representatives  for  one or  more  lenders  that  at any  time  succeeds  to or
refinances,  replaces  or  substitutes  for  any  or  all  of  the  Second  Lien
Obligations at any time and from time to time).

            "Second Lien Creditors" means the Second Lien Agent, the Second Lien
Lenders and the other Persons from time to time holding Second Lien Obligations.

            "Second Lien Default"  means any "Event of Default" under the Second
Lien Documents.


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<PAGE>

            "Second Lien Default  Notice"  means with respect to any Second Lien
Default,  a written  notice from the Second Lien Agent to the First Lien Agents,
with a copy to the  Obligors,  indicating  that such  Second  Lien  Default  has
occurred and describing such Second Lien Default in reasonable detail.

            "Second  Lien  Deficiency"  means any  portion  of the  Second  Lien
Obligations consisting of an allowed unsecured claim under Section 506(a) of the
Bankruptcy  Code (or any similar  provision  under any other  Bankruptcy Law) as
determined by a Final Order.

            "Second Lien Documents"  means the Second Lien Loan  Agreement,  all
Loan  Documents (as such term is defined in the Second Lien Loan  Agreement) and
all other  agreements,  documents and  instruments  at any time executed  and/or
delivered by any Obligor or any other Person with,  to or in favor of the Second
Lien  Agent or any Second  Lien  Creditor  in  connection  therewith  or related
thereto,  including such documents  evidencing  successive  Refinancings  of the
Second  Lien  Obligations  in each  case,  as  amended,  amended  and  restated,
supplemented,  modified,  replaced,  substituted or renewed from time to time in
accordance with the terms of this Agreement.

            "Second  Lien  Lenders"  shall  have the  meaning  set  forth in the
recitals hereto.

            "Second Lien Loan Agreement"  means (a) the Initial Second Lien Loan
Agreement  and (b) each loan or credit  agreement  evidencing  any  replacement,
substitution,  renewal,  or Refinancing of the Obligations under the Second Lien
Loan  Agreement,  in each case as  amended,  restated,  supplemented,  replaced,
substituted or Refinanced in accordance with the terms of this Agreement.

            "Second  Lien Loans" means the loans or advances  outstanding  under
the Second Lien Documents.

            "Second Lien  Obligations"  means all  obligations,  liabilities and
indebtedness of every kind, nature and description owing by one or more Obligors
to one or more of the Second Lien Creditors evidenced by or arising under one or
more of the Second Lien  Documents  (including  the Second Lien Loans),  whether
direct or indirect,  absolute or contingent,  joint or several,  due or not due,
primary or secondary, liquidated or unliquidated, including principal, interest,
charges,  fees, costs,  indemnities and reasonable expenses,  however evidenced,
whether as principal,  surety,  endorser,  guarantor or  otherwise,  whether now
existing or  hereafter  arising,  whether  arising  before,  during or after the
initial  or any  renewal  term of the Second  Lien Loan  Agreement  and  whether
arising before,  during or after the  commencement of any Insolvency  Proceeding
with respect to any Obligor (and  including the payment of interest  which would
accrue and become due but for the  commencement of such  Insolvency  Proceeding,
whether or not such  interest is allowed or allowable in whole or in part in any
such Insolvency Proceeding).

            "Second Lien Payment  Default" means an "Event of Default" under the
Second Lien Documents as a result of the failure to pay when due, any principal,
interest, premium or fees under the Second Lien Documents.

            "Second  Lien Secured  Claims"  means any portion of the Second Lien
Obligations not constituting a Second Lien Deficiency.


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<PAGE>

            "Second Lien Termination Date" means January 10, 2015.

            "Secured  Claims"  means the First Lien  Secured  Claims  and/or the
Second Lien Secured Claims as the context may require.

            "Secured  Creditors"  means the First Lien  Creditors and the Second
Lien Creditors, or any of them.

            "Senior Adequate  Protection Liens" shall have the meaning set forth
in Section 6.2(a).

            "Short Fall" shall have the meaning set forth in Section 6.2(b).

            "Standstill  Period"  means the period  commencing  on the date of a
Second  Lien  Default  and ending  upon the date which is the earlier of (a) 180
days after the First Lien Agents have received a Second Lien Default Notice with
respect to such  Second  Lien  Default  and (b) the date on which the First Lien
Obligations  have been Paid in Full;  provided  that in the event that as of any
day  during  such 180 days,  no Second  Lien  Default  is  continuing,  then the
Standstill Period shall be deemed not to have commenced.

            "UCC"  means  the  Uniform   Commercial   Code  of  any   applicable
jurisdiction  and,  if the  applicable  jurisdiction  shall not have any Uniform
Commercial  Code, the Uniform  Commercial  Code as in effect in the State of New
York.

            "UCC Notice" shall have the meaning set forth in Section 3.1.

      1.2 Certain  Matters of  Construction.  The words  "hereof",  "herein" and
"hereunder"  and words of similar import when used in this Agreement shall refer
to  this  Agreement  as a  whole  and not to any  particular  provision  of this
Agreement  and  section  references  are  to  this  Agreement  unless  otherwise
specified.  For purposes of this Agreement,  the following  additional  rules of
construction shall apply: (a) wherever from the context it appears  appropriate,
each term stated in either the singular or plural shall include the singular and
the plural,  and pronouns  stated in the  masculine,  feminine or neuter  gender
shall  include  the  masculine,  the  feminine  and the  neuter,  (b)  the  term
"including" shall not be limiting or exclusive, unless specifically indicated to
the  contrary,  (c) all  references  to statutes and related  regulations  shall
include any amendments of same and any successor  statutes and  regulations  and
(d) unless otherwise specified, all references to any instruments or agreements,
including  references to any of this Agreement and the Documents,  shall include
any and all  modifications  or amendments  thereto and any and all extensions or
renewals thereof, in each case, made in accordance with the terms hereof.

      Section 2. Security Interests; Priorities.

      2.1  Priorities.  Each Secured  Creditor  hereby  acknowledges  that other
Secured  Creditors  have been granted Liens upon the  Collateral to secure their
respective Obligations. The Liens of the First Lien Agents on the Collateral are
and shall be senior and prior in right to the Liens of the Second  Lien Agent on
the  Collateral,  and such Liens of the Second Lien Agent on the  Collateral are
and shall be junior and  subordinate to the Liens of the First Lien Agents.


                                       9
<PAGE>

The priorities of the Liens provided in this Section 2.1 shall not be altered or
otherwise  affected  by  any  amendment,  modification,  supplement,  extension,
renewal, restatement,  replacement or Refinancing of any of the Obligations, nor
by any action or inaction which any of the Secured Creditors may take or fail to
take in respect of the  Collateral.  All Liens on the  Collateral  securing  any
First Lien  Obligations  shall be and remain senior in all respects and prior to
all  Liens on the  Collateral  securing  any  Second  Lien  Obligations  for all
purposes,  whether or not such Liens  securing  any First Lien  Obligations  are
subordinated  to any Lien securing any other  obligation  of the  Borrower,  any
other  Obligor  or any other  Person.  The  Second  Lien Agent for itself and on
behalf of the Second Lien Creditors  expressly agrees that any Lien purported to
be granted on any Collateral as security for the First Lien Obligations shall be
and  remain  senior in all  respects  and  prior to all Liens on the  Collateral
securing any Second Lien Obligations for all purposes  regardless of whether the
Lien  purported  to be granted  is found to be  improperly  granted,  improperly
perfected,  a fraudulent  conveyance  or legally or  otherwise  deficient in any
manner.  Notwithstanding  the foregoing and any other  provision to the contrary
contained in this  Agreement,  the  subordination  of Liens provided for in this
Agreement  shall not be effective  with respect to any part of the Collateral in
which  the  Liens of the First  Lien  Agents  and the  First  Lien  Lenders  are
equitably  subordinated  or not  allowed in a Final  Order  pursuant  to Section
510(c) of the Bankruptcy Code, in each case, as a result of the willful bad acts
of the First Lien  Agents or the First Lien  Lenders,  in which event the Second
Lien Agent and the Second Lien  Lenders  shall be entitled to receive and retain
all Proceeds  with respect to such  Collateral to the extent the Liens of Second
Lien Agent and the Second Lien Lenders are not also  equitably  subordinated  or
not allowed in a Final Order pursuant to Section 510(c) of the Bankruptcy  Code,
in each case,  as a result of the  willful  bad acts of the Second Lien Agent or
the Second Lien Lenders.

      2.2 No Alteration of Priority.  The priorities set forth in this Agreement
are applicable  irrespective  of the order or time of attachment,  or the order,
time or manner of  perfection,  or the order or time of filing or recordation of
any document or  instrument,  or other  method of  perfecting a Lien in favor of
each Secured  Creditor in any Collateral,  and  notwithstanding  any conflicting
terms or conditions which may be contained in any of the Documents.

      2.3 Perfection;  Contesting  Liens.  Each Secured Creditor shall be solely
responsible  for  perfecting and  maintaining  the perfection of its Lien in the
Collateral in which such Secured Creditor has been granted a Lien. The foregoing
provisions of this Agreement are intended  solely to govern the respective  Lien
priorities  as among the Secured  Creditors  and shall not impose on any Secured
Creditor  any  obligations  in respect of the  Disposition  of  proceeds  of any
Collateral that would conflict with prior  perfected  claims therein in favor of
any other Person or any order or decree of any court or  governmental  authority
or any applicable  law. Each Secured  Creditor agrees that it will not institute
or join in any contest of the validity,  perfection,  priority or enforceability
of  the  Liens  of  the  other  Secured   Creditor  in  the  Collateral  or  the
enforceability  of the First Lien  Obligations  or the Second Lien  Obligations;
provided that nothing in this Agreement  shall be construed to prevent or impair
the rights of the First Lien  Agents or the  Second  Lien Agent to enforce  this
Agreement, including the provisions hereof relating to Lien priority.

      2.4 Proceeds of  Collateral.  Any  Collateral or Proceeds  received by any
Second  Lien  Creditor  including,   without  limitation,  any  such  Collateral
constituting  Proceeds, or any payment prohibited under Section 4.3(b), that may
be received by any Second Lien Creditor in violation


                                       10
<PAGE>

of this Agreement,  shall be segregated and held in trust and promptly paid over
to the First Lien Agents,  for the benefit of the First Lien  Creditors,  in the
same form as received,  with any  necessary  endorsements,  and each Second Lien
Creditor hereby authorize the First Lien Agents to make any such endorsements as
agent for the Second Lien Agent  (which  authorization,  being  coupled  with an
interest,  is  irrevocable).  All Collateral and Proceeds  received by any First
Lien Creditor prior to the First Lien  Termination  Date shall be applied to the
First Lien Obligations, and Collateral and all Proceeds received after the First
Lien  Termination  Date shall be forthwith  paid over,  in the kind or funds and
currency  received,  to the Second Lien Creditors for  application to the Second
Lien Obligations (unless otherwise required by law or court order).

      2.5 Release of Collateral Upon Permitted  Collateral Sale. The Second Lien
Agent, on behalf of the Second Lien  Creditors,  shall at any time in connection
with any  Permitted  Collateral  Sale:  (a) upon the  request  of the First Lien
Agents with respect to the Collateral subject to such Permitted Collateral Sale,
release or otherwise terminate its Liens on such Collateral (and/or, in the case
of a Permitted  Collateral  Sale consisting of the sale or disposition of all or
substantially all of the equity interests or assets of any Obligor, release such
Obligor from its obligations under the relevant Documents), (b) promptly deliver
such  terminations  of financing  statements,  partial lien  releases,  mortgage
satisfactions and discharges, endorsements,  assignments or other instruments of
transfer,  termination or release  (collectively,  "Release Documents") and take
such further actions as the First Lien Agents shall reasonably  require in order
to release and/or terminate such Second Lien Agent's Liens on the Collateral (or
release such Obligor) subject to such Permitted  Collateral Sale (the First Lien
Agents  acknowledge and agree that the Release Documents  relating to the Second
Lien Agent's Lien on any such  Collateral  shall not be filed or recorded unless
and until the Release Documents  relating to the First Lien Agents' Lien on such
Collateral  are  filed  or  recorded);  provided  that  if  the  closing  of the
Disposition  of the  Collateral  is not  consummated  within  30 days  from  the
proposed closing date or any agreement governing such Permitted  Collateral Sale
is  terminated  by any of the  parties  thereto,  the First  Lien  Agents  shall
promptly return all Release Documents to the Second Lien Agent and (c) be deemed
to have consented  under the Second Lien Documents to such Permitted  Collateral
Sale free and clear of the  Second  Lien  Agent's  security  interest  (it being
understood that the Second Lien Agent shall still,  subject to the terms of this
Agreement,  have a  security  interest  with  respect  to the  proceeds  of such
Collateral)  and to have waived the  provisions of the Second Lien  Documents to
the extent necessary to permit such transaction.

      2.6 Release of Collateral  Upon Release Event.  The Second Lien Agent,  on
behalf of the Second Lien  Creditors,  shall,  at any time in connection  with a
Release Event with respect to any Collateral:  (a) upon the request of the First
Lien Agents with respect to the Collateral  subject to such Release Event (which
request will specify the principal  proposed  terms of the sale and the type and
amount of  consideration  expected  to be  received  in  connection  therewith),
release or otherwise terminate its Liens on such Collateral (and/or, in the case
of a Disposition  consisting of the sale or disposition of all or  substantially
all of the equity interests or assets of any Obligor,  release such Obligor from
its obligations under the relevant Documents),  to the extent the Disposition of
such  Collateral  is  either  by (i) the First  Lien  Agents or their  agents or
representatives  or  (ii)  any  Obligor  with  the  consent  of the  First  Lien
Creditors,  (b) be deemed to have  consented  under the Second Lien Documents to
such  Disposition  free and clear of the  Second  Lien  Agent's  Liens (it being
understood that the Second Lien Agent shall still,  subject to the terms of this
Agreement,  have a  security  interest  with  respect  to the  proceeds  of such


                                       11
<PAGE>

Collateral)  and to have  waived the  provisions  of the Second  Lien  Documents
(other than this Agreement) to the extent  necessary to permit such  transaction
and (c) deliver such Release  Documents  and take such further  actions as First
Lien Agents may reasonably require in connection  therewith;  provided that, (i)
such  release  by the Second  Lien  Creditors  shall not extend to or  otherwise
affect any of the rights of the Second Lien  Creditors to the proceeds  from any
such  Disposition  of Collateral,  (ii) the First Lien Creditors  shall promptly
apply such proceeds to permanently pay the First Lien Obligations until the same
have been Paid in Full, (iii) after such  application,  any excess proceeds from
such  Disposition  shall be applied in accordance with the provisions of Section
2.4 hereof and (iv) no such  release  and/or  authorization  documents  shall be
delivered  (A) to any Obligor or (B) more than 2 Business Days prior to the date
of the closing of the Disposition of such  Collateral;  provided further that if
the closing of the  Disposition of the Collateral  subject to such Release Event
is not  consummated  within  30 days of the  proposed  date  of  closing  or any
agreement governing such Disposition is terminated,  the First Lien Agents shall
promptly return all Release Documents to the Second Lien Agent.

      2.7 Power of  Attorney.  The Second Lien  Agent,  on behalf of each Second
Lien Creditor, hereby irrevocably constitutes and appoints the First Lien Agents
and any officers of the First Lien Agents,  with full power of substitution,  as
its true and lawful  attorney-in-fact  with full irrevocable power and authority
in the place and stead of the  Second  Lien  Agent and in the name of the Second
Lien  Agent or in the First  Lien  Agents'  own name,  from time to time in such
First Lien  Agents'  discretion,  for the purpose of  carrying  out the terms of
Sections  2.5 and 2.6  hereof,  to take any and all  appropriate  action  and to
execute  any and  all  documents  and  instruments  which  may be  necessary  or
reasonably desirable to accomplish the purposes of such Sections,  including any
Release Documents,  and, in addition,  to take any and all other appropriate and
commercially reasonable action for the purpose of carrying out the terms of such
Sections,  such power of attorney being coupled with an interest and irrevocable
until the First Lien Termination Date. The Second Lien Agent hereby ratifies all
that said  attorneys  shall  lawfully do or cause to be done  pursuant to and in
accordance with the power of attorney  granted in this Section 2.7. No Person to
whom this power of attorney is presented, as authority for the First Lien Agents
to take any action or actions  contemplated hereby, shall be required to inquire
into or seek  confirmation  from any Second Lien Creditor as to the authority of
the  First  Lien  Agents  to take  any  action  described  herein,  or as to the
existence of or fulfillment of any condition to this power of attorney, which is
intended to grant to the First Lien Agents the authority to take and perform the
actions  contemplated herein. The Second Lien Agent irrevocably waives any right
to commence any suit or action, in law or equity,  against any Person which acts
in reliance  upon or  acknowledges  the  authority  granted  under this power of
attorney.

      2.8 Waiver.  Each of the First Lien Agents, on behalf of each of the First
Lien Creditors,  and the Second Lien Agent, on behalf of each of the Second Lien
Creditors, (a) waives any and all notice of the creation,  renewal, extension or
accrual of any of the Obligations  under the Documents and notice of or proof of
reliance by the Secured  Creditors upon this  Agreement and protest,  demand for
payment  or notice  except to the  extent  otherwise  specified  herein  and (b)
acknowledges  and agrees that the other Secured  Creditors  have relied upon the
Lien priority and other provisions  hereof in entering into the Documents and in
making funds available to the Obligors thereunder.


                                       12
<PAGE>

      2.9 Notice of Interest In Collateral. This Agreement is intended, in part,
to constitute an authenticated  notification of a claim by each Secured Creditor
to the other  Secured  Creditors of an interest in the  Collateral in accordance
with the provisions of Sections 9-611 and 9-621 of the UCC.

      2.10 New  Liens.  Subject  to the  other  terms of this  Agreement  in all
respects,

            (a) the  parties  hereto  agree that no  additional  Liens  shall be
granted or permitted on any asset of the Borrower or any other Obligor to secure
any Second  Lien  Obligation  unless,  subject  to the terms of this  Agreement,
immediately  after  giving  effect to such grant or  concurrently  therewith,  a
senior  and prior  Lien  shall be granted on such asset to secure the First Lien
Obligations.  To the extent that the foregoing  provisions are not complied with
for any reason,  without limiting any other rights and remedies available to the
First Lien Agents  and/or the First Lien  Creditors,  the Second Lien Agent,  on
behalf of the Second Lien  Creditors,  agrees  that any  amounts  received by or
distributed  to any of them  pursuant  to or as a  result  of Liens  granted  in
contravention  of this  Section  2.10  shall  be  subject  to the  terms of this
Agreement; and

            (b) the  parties  hereto  agree that no  additional  Liens  shall be
granted or permitted on any asset of the Borrower or any other Obligor to secure
any First  Lien  Obligation  unless,  subject  to the  terms of this  Agreement,
immediately  after  giving  effect to such grant or  concurrently  therewith,  a
junior and subordinate  Lien shall be granted on such asset to secure the Second
Lien Obligations.  To the extent that the foregoing  provisions are not complied
with for any reason, without limiting any other rights and remedies available to
the Second Lien Agent and/or the Second Lien  Creditors,  the First Lien Agents,
on behalf of the First Lien  Creditors,  agree that any  amounts  received by or
distributed  to any of them  pursuant  to or as a  result  of Liens  granted  in
contravention  of this  Section  2.10  shall  be  subject  to the  terms of this
Agreement.

      2.11 Similar Liens and  Agreements.  The parties  hereto  acknowledge  and
agree that it is their  intention  that the  Collateral  securing the First Lien
Obligations and the Collateral securing the Second Lien Obligations be identical
in all material  respects.  In furtherance of the foregoing,  the parties hereto
agree:

            (a) to  cooperate  in good  faith in order  to  determine,  upon any
request by the First Lien Agents or the Second Lien Agent,  the specific  assets
included in the Collateral  securing  their  respective  Obligations,  the steps
taken to perfect the Liens  thereon and the identity of the  respective  parties
obligated under any Document;

            (b) that the  documents,  agreements  and  instruments  creating  or
evidencing  the Liens of such  parties in the  Collateral,  are in all  material
respects substantively similar, other than with respect to the relative priority
of the Liens created or evidenced thereunder; and

            (c) any Lien  obtained  by any  Secured  Creditor  in respect of any
judgment obtained in respect of any Obligations shall be subject in all respects
to the terms of this Agreement.

      Section 3. Enforcement of Security.


                                       13
<PAGE>

      3.1 Management of Collateral. Subject to the other terms and conditions of
this  Agreement,  the First Lien  Creditors  shall have the  exclusive  right to
manage,  perform and enforce the terms of the First Lien  Documents with respect
to the Collateral,  to exercise and enforce all privileges and rights thereunder
according  to their sole  discretion  and the  exercise  of their sole  business
judgment,  including the exclusive right to take or retake control or possession
of the  Collateral  and to hold,  prepare  for  sale,  process,  Dispose  of, or
liquidate  the  Collateral  and  to  incur  expenses  in  connection  with  such
Disposition  and to exercise  all the rights and  remedies  of a secured  lender
under  the UCC of any  applicable  jurisdiction.  In  conducting  any  public or
private  sale under the UCC,  the First Lien  Agents  shall give the Second Lien
Agent  such  notice  (a "UCC  Notice")  of such sale as may be  required  by the
applicable UCC; provided,  however, that 10 days' written notice shall be deemed
to be commercially  reasonable notice.  Except as specifically  provided in this
Section  3.1 or  Section  3.3  below,  notwithstanding  any  rights or  remedies
available  to a Second Lien  Creditor  under any of the Second  Lien  Documents,
applicable  law or  otherwise,  no  Second  Lien  Creditor  shall,  directly  or
indirectly,  take any Enforcement Action; provided that, subject at all times to
the provisions of Section 2, upon the expiration of the Standstill  Period,  the
Second Lien Creditors may take any Enforcement  Action  (provided that they give
the First Lien Agents at least 10 Business  Days written  notice prior to taking
such Enforcement Action); provided, however, that notwithstanding the expiration
of the Standstill  Period or anything herein to the contrary,  in no event shall
any Second Lien Creditor take or continue to take any Enforcement  Action if any
First Lien Agent or any First Lien Creditor or any representative  thereof shall
have  commenced and is diligently  pursuing an  Enforcement  Action  (including,
without  limitation,  any  of  the  following  (if  undertaken  and  pursued  to
consummate a Disposition of such Collateral in good faith):  the solicitation of
bids from third  parties  to  conduct  the  liquidation  of all or any  material
portion  of the  Collateral,  the  engagement  or  retention  of sales  brokers,
marketing agents,  investment bankers,  accountants,  auctioneers or other third
parties for the purpose of valuing,  marketing,  promoting or selling all or any
material portion of the Collateral,  the notification of account debtors to make
payments to the First Lien Agents or their agents,  the initiation of any action
to take  possession  of all or any  material  portion of the  Collateral  or the
commencement of any legal  proceedings or actions against or with respect to the
foreclosure  and sale of all or any  material  portion  of the  Collateral),  or
diligently   attempting  in  good  faith  to  vacate  any  stay  prohibiting  an
Enforcement Action with respect to all or any material portion of the Collateral
or  diligently  attempting  in good  faith to  vacate  any stay  prohibiting  an
Enforcement  Action.  For the avoidance of doubt, the parties hereto acknowledge
and agree that the Second Lien Agent may engage or retain an expert to value any
Collateral  or the  business of the Obligors  irrespective  of whether the First
Lien Agents do the same.

      3.2  Notices  of  Default.  Each  Agent  shall  give  to the  other  Agent
concurrently  with the giving  thereof to any  Obligor (a) a copy of any written
notice by any Secured Creditor of an Event of Default under any of its Documents
or a written notice of demand for payment from any Obligor and (b) a copy of any
written notice sent by such Secured Creditor to any Obligor stating such Secured
Creditor's  intention to exercise any  material  enforcement  rights or remedies
against such Obligor,  including written notice pertaining to any foreclosure on
all or any material  part of the  Collateral or other  judicial or  non-judicial
remedy in respect  thereof,  and any legal process served or filed in connection
therewith;  provided that the failure of any Agent to give such required  notice
shall not result in any liability to such Agent or affect the  enforceability of
any provision of this Agreement,  including the relative priorities of the Liens
of the Secured


                                       14
<PAGE>

Creditors as provided herein, and shall not affect the validity or effectiveness
of any such notice as against any Obligor; provided, further, that the foregoing
shall not in any way  impair  any  claims  that any  Secured  Creditor  may have
against  any other  Secured  Creditor as a result of any failure of any Agent to
provide a UCC Notice in accordance  with the  provisions  of this  Agreement and
applicable  law  (including  without  limitation  any liability that any Secured
Creditor  may  have to any  other  Secured  Creditor  as a  result  of any  such
failure).  Each Agent will provide such  information as it may have to the other
Agent as the other  may from  time to time  reasonably  request  concerning  the
status  of the  exercise  of any  Enforcement  Action  and each  Agent  shall be
available on a reasonable  basis during normal business hours to review with the
other Agent alternatives available in exercising such rights, including, but not
limited  to,  advising  each other of any offers  which may be made from time to
time by prospective purchasers of the Collateral;  provided that (i) the failure
of any party to do any of the foregoing shall not affect the relative priorities
of  the  Agent's  respective  Liens  as  provided  herein  or  the  validity  or
effectiveness  of any notices or demands as against any  Borrower or any Obligor
and (ii) in no event will the First Lien Agents or any First Lien  Creditor have
any obligation to obtain the consent of any Second Lien Creditor with respect to
any actions taken or contemplated to be taken (or not taken) with respect to any
Enforcement  Action in accordance  with this  Agreement.  Each  Obligor,  by its
acknowledgment  hereto,  hereby  consents  and agrees to each  Secured  Creditor
providing  any such  information  to the  other  Secured  Creditors  and to such
actions by the  Secured  Creditors  and waives any rights or claims  against any
Secured Creditors arising as a result of such information or actions.

      3.3  Permitted  Actions.  Section 3.1 shall not be  construed  to limit or
impair in any way the right of: (a) any Secured  Creditor to bid for or purchase
Collateral at any private or judicial foreclosure upon such Collateral initiated
by any Secured Creditor,  (b) any Secured Creditor to join (but not control) any
foreclosure or other judicial lien  enforcement  proceeding  with respect to the
Collateral  initiated  by  another  Secured  Creditor  for the sole  purpose  of
protecting such Secured  Creditor's  Lien on the Collateral,  so long as it does
not delay or interfere  with the exercise by such other Secured  Creditor of its
rights under this Agreement,  the Documents and under applicable law and (c) the
Second Lien Creditors to receive any remaining  proceeds of Collateral after the
First  Lien  Obligations  have been Paid in Full.  Any  proceeds  of  Collateral
received in  connection  with any such  Enforcement  Action  shall be applied in
accordance with Section 2.4 of this Agreement.

      3.4 Collateral In Possession.

            (a) In  the  event  that  either  of  the  First  Lien  Agents  take
possession of or have "control" (as such term is used in the UCC as in effect in
each applicable jurisdiction) over any Collateral for purposes of perfecting its
Lien  therein,  the  First  Lien  Agents  shall be  deemed  to be  holding  such
Collateral as  representative  for the Secured  Creditors,  including the Second
Lien  Creditors,  solely for purposes of  perfection  of its Lien under the UCC;
provided  that the First Lien  Agents  shall not have any duty or  liability  to
protect or  preserve  any rights  pertaining  to any of the  Collateral  for the
Second Lien Creditors.  Promptly  following the First Lien Termination Date, the
First Lien Agents shall deliver the remainder of the Collateral,  if any, in its
possession  to the designee of the Second Lien Agent (except as may otherwise be
required by applicable law or court order).


                                       15
<PAGE>

            (b) In the event that any Second Lien Creditor  takes  possession of
or has  "control"  (as  such  term  is  used  in the  UCC as in  effect  in each
applicable jurisdiction) over any Collateral for purposes of perfecting its Lien
therein, such Second Lien Creditor shall be deemed to be holding such Collateral
as representative for the Secured Creditors, including the First Lien Creditors,
solely for purposes of perfection of its Lien under the UCC;  provided that such
Second Lien Creditor shall not have any duty or liability to protect or preserve
any rights pertaining to any of the Collateral for the First Lien Creditors.

            (c) It is  understood  and agreed that this  Section 3.4 is intended
solely to assure continuous perfection of the Liens granted under the applicable
Documents,  and  nothing in this  Section  3.4 shall be deemed or  construed  as
altering the priorities or obligations  set forth  elsewhere in this  Agreement.
The  duties  of each  party  under  this  Section  3.4 shall be  mechanical  and
administrative  in nature,  and no party  shall have,  or be deemed to have,  by
reason of this Agreement or otherwise a fiduciary relationship in respect of the
other party.

      3.5 Waiver of Marshalling and Similar Rights.  Each Secured  Creditor,  to
the fullest extent  permitted by applicable law, waives as to each other Secured
Creditor any requirement regarding,  and agrees not to demand, request, plead or
otherwise  claim the benefit of, any  marshalling,  appraisement,  valuation  or
other similar right that may otherwise be available  under  applicable  law. For
the avoidance of doubt, the parties hereto acknowledge and agree that the Second
Lien  Agent may  engage or  retain  an  expert  to value any  Collateral  or the
business of the  Obligors  irrespective  of whether the First Lien Agents do the
same.

      3.6  Insurance  and  Condemnation  Awards.  So  long  as  the  First  Lien
Termination  Date  has not  occurred,  the  First  Lien  Agents  shall  have the
exclusive  right,  subject  to the rights of the  Obligors  under the First Lien
Documents,  to settle and adjust claims in respect of Collateral  under policies
of insurance  and to approve any award  granted in any  condemnation  or similar
proceeding,  or any deed in lieu of condemnation,  in respect of the Collateral.
After the occurrence of the First Lien  Termination  Date, the Second Lien Agent
shall have the exclusive right,  subject to the rights of the Obligors under the
Second  Lien  Documents,  to settle and adjust  claims in respect of  Collateral
under policies of insurance and to approve any award granted in  condemnation or
similar  proceeding,  or any deed in lieu of  condemnation,  in  respect  of the
Collateral.

      3.7 Debt  Action.  Notwithstanding  anything to the  contrary set forth in
this  Agreement,  (i) the First Lien  Creditors may take any Debt Action without
the consent of the Second Lien  Creditors and (ii) the Second Lien Creditors may
take any Debt Action without the consent of the First Lien Creditors.

      Section 4. Covenants

      4.1 Amendment of First Lien Documents. The First Lien Creditors may at any
time and from time to time and  without  consent of or notice to any Second Lien
Creditor,  without  incurring  any  liability  to any Second Lien  Creditor  and
without impairing or releasing any rights or obligations hereunder or otherwise,
amend, restate,  supplement,  modify, substitute, renew or replace any or all of
the First Lien  Documents;  provided,  however,  that without the consent of the
Requisite  Second  Lien  Creditors,  the First Lien  Creditors  shall not amend,
restate,


                                       16
<PAGE>

supplement,  modify  substitute,  renew or replace  any or all of the First Lien
Documents  to (a)  directly  increase  the  interest  rates  on the  First  Lien
Obligations  to an amount  greater  than 3.0% per  annum  above  rates as are in
effect  on the date  hereof  (excluding,  without  limitation,  fluctuations  in
underlying  rate indices and imposition of a default rate of 2% per annum),  (b)
change the final  maturity  date of the First Lien  Obligations  to a date later
than the Second  Lien  Termination  Date or shorten  the  maturity  or  weighted
average  life to  maturity  of the First Lien  Obligations  or require  that any
payment on the First Lien  Obligations be made earlier than the date  originally
scheduled  for such payment or that any  commitment  expire any earlier than the
date originally  scheduled  therefor,  (c) increase the principal  amount of the
First Lien  Obligations  in excess of the Maximum First Lien  Principal  Amount,
other than as a result of the capitalization of accrued interest and expenses or
(d)  modify  or add any  covenant  or event of  default  under  the  First  Lien
Documents  which  directly  restricts one or more Obligors from making  payments
under the Second Lien  Documents  which would  otherwise be permitted  under the
First Lien Documents as in effect on the date hereof.

      4.2 Amendments to Second Lien Documents.  Until the First Lien Termination
Date has occurred, and notwithstanding anything to the contrary contained in the
Second Lien Documents,  the Second Lien Creditors  shall not,  without the prior
written consent of the First Lien Agents,  agree to any amendment,  restatement,
modification,  supplement,  substitution, renewal or replacement of or to any or
all of the Second Lien Documents that (a) would directly or indirectly result in
an increase  in the  interest  rates in respect of the Second  Lien  Obligations
(excluding,  without  limitation,  fluctuations  in underlying  rate indices and
imposition  of a default rate of 2% per annum) by more than 3.0% per annum,  (b)
shorten the  maturity or  weighted  average  life to maturity of the Second Lien
Obligations  or require that any payment on the Second Lien  Obligations be made
earlier  than  the  date  originally  scheduled  for  such  payment  or that any
commitment expire any earlier than the date originally  scheduled therefor,  (c)
add or modify in a manner  adverse to any Obligor or any First Lien Creditor any
covenant,  agreement  or  event of  default  under  the  Second  Lien  Documents
(provided,  that, if the First Lien Documents are amended or otherwise  modified
to  provide  for  additional  covenants  or events of  default,  or to make more
restrictive or onerous any existing covenants or events of default applicable to
the  Obligors,  then the  Second  Lien  Documents  may be  similarly  amended or
modified to provide for such  additional  covenants or events of default or such
more restrictive covenants or events of default, as the case may be, so long as,
in each case, any cushion or step-back  between the First Lien Documents and the
Second Lien  Documents is maintained  in  connection  therewith (or otherwise is
consistent  with the approach  currently in effect),  and provided  that no such
amendment to the Second Lien Documents  shall have the effect of making any such
event of default or covenant more  restrictive than those set forth in the First
Lien Documents,  as so amended or otherwise modified) or (d) increase the amount
of the Second Lien Obligations.

      4.3 Enforcement Actions by Second Lien Creditors; Prepayments.

            (a) The Second  Lien  Creditors  shall give the First Lien Agents at
least 10 Business Days' written notice prior to taking any  Enforcement  Action,
which notice may be given during the pendency of any Standstill Period.


                                       17
<PAGE>

            (b) Without the prior written consent of the First Lien Agents or an
amendment or waiver to the First Lien Documents providing  otherwise,  no Second
Lien  Creditor will take,  demand or receive from any Obligor any  prepayment of
principal (whether optional, voluntary, mandatory or otherwise or by redemption,
defeasance  or other  payment or  distribution)  with respect to any Second Lien
Obligations.

      4.4 Cure Rights.  The First Lien Agents shall have the right,  but not the
obligation, to cure a Second Lien Payment Default at any time during the 180-day
period  provided for in clause (a) of the  definition  of  Standstill  Period in
Section 1 or thereafter with the prior written consent of the Second Lien Agent.
In the event that such Second Lien Payment Default shall be so cured, the rights
of the Second Lien  Creditors  in respect of such Second  Lien  Payment  Default
shall cease until the occurrence of any other Second Lien Payment Default. In no
event  shall the First  Lien  Creditors,  by virtue of the  payment  of any such
amounts,  or performance  of any obligation  required to be paid or performed by
any  Obligor,  be deemed to have  assumed any  obligation  of any Obligor to the
Second Lien Creditors or any other Person.

      4.5 Effect of Refinancing.

            (a) If the  Payment in Full of the First Lien  Obligations  is being
effected  through a  Refinancing;  provided  that (i) the Borrower  give written
notice of such  Refinancing  to the Second  Lien Agent at least 2 Business  Days
prior to such  Refinancing and (ii) the credit agreement and the other documents
evidencing such new First Lien  Obligations  (the "New First Lien Documents") do
not effect an amendment,  supplement or other  modification  of the terms of the
First Lien  Obligations  in a manner that is prohibited by Section 4.1, then (A)
such  Payment  in Full of First  Lien  Obligations  shall be deemed  not to have
occurred for all purposes of this  Agreement,  (B) the  indebtedness  under such
Refinancing and all other obligations under the credit documents evidencing such
indebtedness (the "New First Lien  Obligations")  shall be treated as First Lien
Obligations for all purposes of this Agreement, (C) the New First Lien Documents
shall be treated as the First Lien  Documents for all purposes of this Agreement
and (D) the  agents  under the New First  Lien  Documents  (the "New  First Lien
Agents")  shall be deemed to be the First Lien  Agents for all  purposes of this
Agreement. Upon receipt of a notice of Refinancing under the preceding sentence,
which notice shall include the identity of the New First Lien Agents, the Second
Lien Agent shall promptly  enter into such  documents and agreements  (including
amendments or  supplements  to this  Agreement) as the New First Lien Agents may
reasonably  request in order to provide to the New First Lien  Agents the rights
and powers set forth herein.

            (b) If the Payment in Full of the Second Lien  Obligations  is being
effected through a Refinancing;  provided that (i) the Second Lien Agent gives a
notice of such  Refinancing  to the First Lien  Agents at least 2 Business  Days
prior to such  Refinancing and (ii) the credit agreement and the other documents
evidencing such New Second Lien Obligations (the "New Second Lien Documents") do
not effect an amendment,  supplement or other  modification  of the terms of the
Second Lien  Obligations in a manner that is prohibited by Section 4.2, then (A)
such  Payment  in Full of Second  Lien  Obligations  shall be deemed not to have
occurred for all purposes of this  Agreement,  (B) the  indebtedness  under such
Refinancing and all other obligations under the credit documents evidencing such
indebtedness (the "New Second Lien Obligations") shall be treated as Second Lien
Obligations  for all  purposes  of this


                                       18
<PAGE>

Agreement, (C) the New Second Lien Documents shall be treated as the Second Lien
Documents  for all  purposes of this  Agreement  and (D) the agent under the New
Second Lien  Documents  (the "New Second Lien Agent")  shall be deemed to be the
Second Lien Agent for all purposes of this  Agreement.  Upon receipt of a notice
of  Refinancing  under the  preceding  sentence,  which notice shall include the
identity  of the New Second Lien Agent,  the First Lien  Agents  shall  promptly
enter into such documents and agreements (including amendments or supplements to
this Agreement) as the New Second Lien Agent may reasonably  request in order to
provide to the New Second Lien Agent the rights and powers set forth herein.

            (c) By their  acknowledgement  hereto,  Obligors  agree to cause the
agreement, document or instrument pursuant to which any New First Lien Agents or
any New Second Lien Agent is appointed to provide that the New First Lien Agents
or New Second Lien Agent, as applicable, agrees to be bound by the terms of this
Agreement.

      Section 5. Second Lien Creditors Purchase Option.

      5.1 Purchase Notice. Upon the Second Lien Agent's receipt of a notice from
the First Lien Agents  (the  "Agent's  Notice")  that the First Lien Agents have
accelerated the First Lien Obligations, the Second Lien Creditors shall have the
option,  but not the obligation,  to purchase all, but not less than all, of the
First Lien  Obligations  owing to the First Lien  Creditors  from the First Lien
Creditors,  and assume all, but not less than all, of the then existing  funding
commitments  under the First  Lien  Documents  by giving a written  notice  (the
"Purchase  Notice") to the First Lien Agents no later than the 10th Business Day
after receipt by the Second Lien Agent of the Agent's Notice.  A Purchase Notice
once delivered shall be irrevocable.

      5.2  Purchase  Option  Closing.  On the date  specified by the Second Lien
Agent in the Purchase  Notice  (which shall not be less than 3 Business Days nor
more than 5 Business  Days,  after the  receipt by the First Lien  Agents of the
Purchase  Notice),  the First  Lien  Creditors  shall  sell to the  Second  Lien
Creditors,  and the Second Lien  Creditors  shall  purchase  from the First Lien
Creditors,  all, but not less than all, of the First Lien  Obligations,  and the
First Lien Lenders shall assign to the purchasing  Second Lien Lenders,  and the
purchasing Second Lien Lenders shall assume from the First Lien Lenders all, but
not less than all, of the then existing funding commitments under the First Lien
Documents.

      5.3 Purchase Price.  Such purchase and sale shall be made by execution and
delivery by the applicable  Secured Creditors of an Assignment  Agreement in the
form attached to the First Lien Loan  Agreement.  Upon the date of such purchase
and sale, the Second Lien  Creditors  shall (a) pay to the First Lien Agents for
the benefit of the First Lien  Creditors as the purchase  price therefor the sum
of (i) the full amount of all the First Lien  Obligations  then  outstanding and
unpaid (including principal, interest, fees, indemnities and expenses, including
reasonable  attorneys' fees and legal expenses) plus (ii) any early  termination
fee,  prepayment fee,  breakage fee or other similar fee payable pursuant to the
First Lien Loan  Agreement as in effect on the date of hereof  (calculated as if
the First Lien  Obligations  were repaid in full by the  Obligors at such time),
(b)  furnish  cash  collateral  to the First  Lien  Agents  with  respect to the
outstanding  First Lien  Letter of Credit  Obligations  and  amounts  owing with
respect  to  Secured  Hedging  Agreements  (as  defined  in the First  Lien Loan
Agreement),  in each case, in such amounts as are required  under the First Lien
Loan Agreement and (c) agree to reimburse the First Lien Creditors


                                       19
<PAGE>

for any loss, cost, damage or expense (including  reasonable attorneys' fees and
legal  expenses) in connection  with any  commissions,  fees,  costs or expenses
related to any issued and outstanding First Lien Letter of Credit Obligations as
described above and any checks or other payments  provisionally  credited to the
First Lien Obligations, and/or as to which the First Lien Creditors have not yet
received  final  payment.  Such  purchase  price  and cash  collateral  shall be
remitted by wire transfer of immediately available funds to such bank account of
one of the First Lien Agents (as  determined at the time) in New York, New York,
as such First Lien Agent may  designate in writing to the Second Lien  Creditors
for such purpose. Interest shall be calculated to but excluding the Business Day
on which such purchase and sale shall occur if the amounts so paid by the Second
Lien  Creditors  to the bank  account  designated  by the First Lien  Agents are
received  in such  bank  account  prior to 1:00  p.m.,  New York  City  time and
interest  shall be calculated to and including  such Business Day if the amounts
so paid by the Second Lien Creditors to the bank account designated by the First
Lien Agents are  received in such bank  account  later than 1:00 p.m.,  New York
City time.

      5.4 Nature of Sale. Such purchase and sale shall be expressly made without
representation  or  warranty of any kind by the First Lien  Creditors  as to the
First Lien  Obligations  or  otherwise  and  without  recourse to the First Lien
Creditors,  except for representations  and warranties as to the following:  (a)
the amount of the First Lien  Obligations  being purchased  (including as to the
principal  of and  accrued and unpaid  interest on such First Lien  Obligations,
fees and expenses thereof), (b) that the First Lien Creditors own the First Lien
Obligations free and clear of any Liens and (c) each First Lien Creditor has the
full right and power to assign its First Lien  Obligations  and such  assignment
has been duly  authorized by all necessary  corporate  action by such First Lien
Creditor.

      5.5 Notice of Election to Purchase.  As soon as practicable  after receipt
of the  Agent's  Notice,  but in no event more than 10  Business  Days after the
Second Lien Agent's receipt of the Agent's Notice, the Second Lien Creditors (if
they elect to do so) shall send to the First Lien  Agents the  Purchase  Notice.
The First Lien Creditors shall not complete any  Enforcement  Action (other than
the exercise of control over any Obligor's deposit or securities  accounts),  as
long as the purchase and sale of the First Lien Obligations provided for in this
Section 5 shall  have  closed  within 5  Business  Days of Second  Lien  Agent's
receipt of the Agent's Notice and the First Lien  Creditors  shall have received
Payment in Full of the First Lien  Obligations  as  provided  for in Section 5.3
within such 5 Business Day period. For the avoidance of doubt, during the period
between Second Lien Agent's receipt of the Agent's Notice and First Lien Agents'
receipt of the Purchase  Notice,  First Lien Agents shall not be restricted from
pursuing or completing any Enforcement Action.

      Section 6. Bankruptcy Matters.

      6.1  Bankruptcy.  This Agreement shall be applicable both before and after
the filing of any petition by or against any Obligor under the  Bankruptcy  Code
or any other  Insolvency  Proceeding  and all converted or  succeeding  cases in
respect  thereof,  and all  references  herein to any Obligor shall be deemed to
apply   to   the   trustee   for   such   Obligor   and   such   Obligor   as  a
debtor-in-possession.  The relative  rights of the First Lien  Creditors and the
Second Lien  Creditors in respect of any  Collateral or Proceeds  shall continue
after  the  filing  of such  petition  or the  commencement  of such  Insolvency
Proceeding  on  the  same  basis  as  prior  to  the  date  of


                                       20
<PAGE>

such filing or commencement,  subject to any court order approving the financing
of, or use of cash collateral by, any Obligor. This Agreement shall constitute a
"subordination  agreement"  for the purposes of Section 510(a) of the Bankruptcy
Code and shall be enforceable in any  Insolvency  Proceeding in accordance  with
its terms.

      6.2 Post Petition Financing; Adequate Protection.

            (a) If any Obligor or Obligors  shall become  subject to  Insolvency
Proceedings  and such  Obligor  or  Obligors  as  debtor(s)-in-possession  (or a
trustee  appointed on behalf of such Obligor or Obligors)  shall move for either
approval of  financing  ("DIP  Financing")  to be provided by one or more of the
First Lien  Creditors (or to be provided by any other person or group of persons
with the consent of the First Lien Agents,  provided  that the First Lien Agents
expressly  retain their right to object to any DIP Financing)  under Section 364
of the  Bankruptcy  Code or the use of cash  collateral  with the consent of the
First Lien Creditors  under Section 363 of the Bankruptcy  Code, then subject to
Section 6.2(b), the Second Lien Creditors agree as follows:  (i) adequate notice
to Second Lien Creditors for such DIP Financing or use of cash collateral  shall
be deemed to have been given to the Second  Lien  Creditors  if the Second  Lien
Agent receives the notice filed with the bankruptcy court (provided that if such
bankruptcy  court  orders  notice,  such notice shall be received by Second Lien
Agent in  compliance  with such order) in advance of the hearing to approve such
DIP Financing or use of cash collateral on an interim basis and court ordered or
5 Business  Days,  whichever  is  greater,  notice in advance of the  hearing to
approve such DIP Financing or use of cash collateral on a final basis, (ii) such
DIP  Financing  (and  any  First  Lien  Obligations  which  arose  prior  to the
Insolvency Proceeding) may be secured by Liens on all or a part of the assets of
the  Obligors  which shall be superior in priority to the Liens on the assets of
the Obligors held by any other Person, so long as the aggregate principal amount
of loans  and  letter of credit  accommodations  outstanding  under any such DIP
Financing,  together with the outstanding  principal  amount of the pre-petition
First Lien Obligations, does not exceed the Maximum First Lien Principal Amount,
(iii) so long as the  aggregate  principal  amount of loans and letter of credit
accommodations  outstanding  under  any such DIP  Financing,  together  with the
outstanding  principal amount of the pre-petition  First Lien Obligations,  does
not exceed the Maximum First Lien Principal  Amount  (determined  without giving
effect to clause (c) of the  definition  thereof) plus  $11,000,000,  the Second
Lien  Creditors  will not  request or accept  adequate  protection  or any other
relief in connection  with the use of such cash collateral or such DIP Financing
except as set  forth in  Section  6.2(b)  below,  (iv) so long as the  aggregate
principal amount of loans and letter of credit accommodations  outstanding under
any such DIP Financing,  together with the outstanding  principal  amount of the
pre-petition  First Lien  Obligations,  does not exceed the  Maximum  First Lien
Principal Amount, the Second Lien Creditors will subordinate (and will be deemed
hereunder  to have  subordinated)  the  Second  Priority  Liens (A) to the Liens
securing such DIP Financing  (the "DIP Liens") on the same terms (but on a basis
junior to the Liens of the First Lien  Creditors) as the Liens of the First Lien
Creditors are subordinated thereto (and such subordination will not alter in any
manner the terms of this Agreement),  (B) to any "replacement  Liens" granted to
the First Lien  Creditors  as  adequate  protection  of their  interests  in the
Collateral (the "Senior Adequate  Protection  Liens") and (C) to any "carve-out"
agreed to by the First  Lien  Agents or the other  First  Lien  Creditors  in an
amount not to exceed  $1,000,000  and (v) subject to Section  6.2(b) below,  the
Second Lien  Creditors  shall not  contest or oppose in any manner any  adequate
protection  provided to the First Lien Creditors as adequate protection of their
interests in the  Collateral,  any DIP Financing or


                                       21
<PAGE>

any cash  collateral  use and shall be deemed to have waived any  objections  to
such adequate  protection,  DIP  Financing or cash  collateral  use,  including,
without  limitation,   any  objection  alleging  Obligors'  failure  to  provide
"adequate  protection"  of the  interests  of the Second Lien  Creditors  in the
Collateral, so long as (i) the aggregate principal amount of loans and letter of
credit  accommodations  outstanding under any such DIP Financing,  together with
the outstanding  principal  amount of the pre-petition  First Lien  Obligations,
does not  exceed  the  Maximum  First Lien  Principal  Amount,  (ii) (a) the DIP
Financing does not compel any Obligor to seek confirmation of a specific plan of
reorganization  for which all or substantially all of the material terms are set
forth in the DIP Financing  documentation  or a related  document or (b) the DIP
Financing  documentation or cash collateral order does not expressly require the
liquidation  of the  Collateral  prior  to a  default  under  the DIP  Financing
documentation  or cash  collateral  order  and (iii)  the DIP  Financing  is not
secured by any Lien on any asset or  property  of any Obligor on a basis that is
senior to or pari passu with the Liens  securing  the  Second  Lien  Obligations
unless such Liens are senior to the Liens securing the First-Lien Obligations.

            (b) Adequate Protection. Notwithstanding the foregoing provisions in
this Section 6.2(a), in any Insolvency  Proceeding,  if the First Lien Creditors
(or any subset  thereof) are granted  adequate  protection in the form of Senior
Adequate  Protection  Liens,  the Second Lien  Creditors may seek (and the First
Lien  Creditors may not oppose)  adequate  protection of their  interests in the
Collateral in the form of (i) a replacement  Lien on all of the collateral  that
is  subject to the  Senior  Adequate  Protection  Liens  (the  "Junior  Adequate
Protection Liens"),  which Junior Adequate Protection Liens, if granted, will be
subordinate to all Liens securing the First Lien Obligations (including, without
limitation,  the Senior Adequate  Protection Liens and any "carve-out" agreed to
by the First Lien  Agents or the other  First Lien  Creditors  as  permitted  by
Section 6.2(a)) and any Liens securing  debtor-in-possession  financing (whether
or not constituting DIP Financing) on the same basis as the other Liens securing
the Second Lien Obligations are so subordinated  under this Agreement  (provided
that any failure of the Second  Lien  Creditors  to obtain such Junior  Adequate
Protection   Liens  shall  not  impair  or  otherwise   affect  the  agreements,
undertakings  and  consents  of the Second  Lien  Creditors  pursuant to Section
6.2(a)) and (ii)  superpriority  claims under Section  507(b) of the  Bankruptcy
Code junior in all respects to the  superpriority  claims  granted under Section
507(b) of the  Bankruptcy  Code to the First Lien Creditors on account of any of
the First Lien Obligations or granted under Section  364(c)(1) of the Bankruptcy
Code  with  respect  to  any  debtor-in-possession  financing  (whether  or  not
constituting  DIP  Financing)  or use of  cash  collateral;  provided  that  the
inability  of the Second  Lien  Creditors  to  receive a Lien on  actions  under
Chapter 5 of the  Bankruptcy  Code or  proceeds  thereof  shall not  affect  the
agreements  and waivers set forth in this Section 6.2.  Except as expressly  set
forth  in  this  Section  6.2(b),   the  Second  Lien  Creditors  may  not  seek
post-petition  interest  and/or adequate  protection  payments in any Insolvency
Proceeding,  and the First Lien Creditors may oppose any payments proposed to be
made by any Obligor to the Second Lien Creditors (including, without limitation,
any payments  which the Second Lien Lenders may seek under the last paragraph of
this Section  6.2(b)).  Furthermore,  in the event that any Second Lien Creditor
actually receives any post-petition interest and/or adequate protection payments
in any Insolvency  Proceeding in violation of this Agreement,  the same shall be
segregated  and held in trust and  promptly  paid over to the First Lien Agents,
for the benefit of the First Lien Creditors,  in the same form as received, with
any necessary  endorsements,  and each Second Lien Creditor hereby authorize the
First Lien  Agents to make any such  endorsements  as agent for the Second  Lien
Agent (which  authorization,  being coupled with an interest, is irrevocable) to
be


                                       22
<PAGE>

held and/or applied by the First Lien Agents in accordance with the terms of the
First Lien Documents  until all First Lien  Obligations  are Paid in Full before
any of the same shall be made to one or more of the Second Lien  Creditors,  and
each Second  Lien  Creditor  irrevocably  authorizes,  empowers  and directs any
debtor,  debtor  in  possession,   receiver,  trustee,  liquidator,   custodian,
conservator or other Person having  authority,  to pay or otherwise  deliver all
such payments to the First Lien Agents.

            Notwithstanding the foregoing  provisions in this Section 6.2(b), in
any Insolvency Proceeding, the Second Lien Agent and Second Lien Creditors shall
only be permitted to seek  adequate  protection  with respect to their rights in
the  Collateral  in any  Insolvency  Proceeding  in the  form of (A)  additional
collateral  including  replacement Liens on post-petition  collateral;  provided
that,  as adequate  protection  for the First Lien  Obligations,  the First Lien
Agents, on behalf of the First Lien Creditors, are also granted a senior Lien on
such additional  collateral;  (B) replacement Liens on the Collateral;  provided
that,  as adequate  protection  for the First Lien  Obligations,  the First Lien
Agents,  on  behalf  of the  First  Lien  Creditors,  are  also  granted  senior
replacement  Liens  on the  Collateral;  (C) an  administrative  expense  claim;
provided that, as adequate protection for the First Lien Obligations,  the First
Lien  Agents,  on  behalf of the  First  Lien  Creditors,  are also  granted  an
administrative  expense  claim  which is senior and prior to the  administrative
expense  claim of the Second Lien Agent and the Second Lien  Creditors;  and (D)
cash payments with respect to interest on the Second Lien Obligations;  provided
either (1) as adequate protection for the First Lien Obligations, the First Lien
Agents, on behalf of the First Lien Claimholders, are also granted cash payments
with  respect  to  interest  on the  First  Lien  Obligations,  or (2) such cash
payments do not exceed an amount equal to the interest accruing on the principal
amount of Second Lien Obligations outstanding on the date such relief is granted
at the interest  rate under the Second Lien Credit  Documents  and accruing from
the date the Second  Lien  Agent is  granted  such  relief.  If any Second  Lien
Creditor receives  post-petition  interest and/or other cash adequate protection
payments  in  an  Insolvency   Proceeding   ("Second  Lien  Adequate  Protection
Payments"),  and the First Lien Creditors do not receive payment in full in cash
of  all  First  Lien  Obligations   upon  the   effectiveness  of  the  plan  of
reorganization  for, or conclusion of, that  Insolvency  Proceeding,  then, each
Second Lien Creditor  shall pay over to the First Lien  Creditors an amount (the
"Pay-Over  Amount")  equal  to  the  lesser  of (i)  the  Second  Lien  Adequate
Protection  Payments  received by such Second Lien Creditors and (ii) the amount
of the  short-fall  (the "Short Fall") in payment in full of the First Lien Loan
Obligations;  provided  that  to  the  extent  any  portion  of the  Short  Fall
represents  payments  received  by the  First  Lien  Creditors  in the  form  of
promissory notes,  equity or other property,  equal in value to the cash paid in
respect of the Pay-Over Amount,  the First Lien Creditors shall, upon receipt of
the Pay-Over Amount,  transfer those promissory notes, equity or other property,
equal in value  to the  cash  paid in  respect  of the  Pay-Over  Amount  to the
applicable   Second  Lien  Creditors  in  exchange  for  the  Pay-Over   Amount.
Notwithstanding  anything herein to the contrary, the First Lien Creditors shall
not be deemed to have consented to, and expressly  retain their rights to object
to the  grant  of  adequate  protection  in the form of  additional  collateral,
administrative  expense  claims and cash  payments to the Second Lien  Creditors
made pursuant to this paragraph.

      6.3 Sale of Collateral; Waivers. The Second Lien Creditors agree that they
will not object to or oppose a Disposition of any Collateral  securing the First
Lien  Obligations  (or any  portion  thereof)  free and  clear of Liens or other
claims under Section 363 of the  Bankruptcy  Code or any other  provision of the
Bankruptcy  Code,  if the  First  Lien  Creditors  have  consented


                                       23
<PAGE>

to such  or  Disposition  of  such  assets,  as  long  as all  proceeds  of such
Disposition  received by the First Lien  Creditors  on account of the First Lien
Obligations will be applied to the First Lien Obligations to permanently  reduce
the Maximum First Lien Principal Amount; provided that the Second Lien Agent, on
behalf of itself and the other Second Lien  Creditors,  may raise any objections
to any such  Disposition of such Collateral that could be raised by any creditor
of the Obligors  whose claims were not secured by any Liens on such  Collateral,
provided such objections are not  inconsistent  with any other term or provision
of this  Agreement  and are not based on the status of the Second  Lien Agent or
the Second Lien Creditors as secured creditors  (without limiting the foregoing,
neither  the  Second  Lien  Agent nor the Second  Lien  Creditors  may raise any
objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy
Code to secured  creditors  (or by any  comparable  provision of any  Bankruptcy
Law)) with  respect to the Liens  granted to the Second Lien  Agent.  The Second
Lien  Agent and the  Second  Lien  Creditors  waive  any  claim  they may now or
hereafter  have  arising  out of  the  First  Lien  Creditors'  election  in any
proceeding instituted under Chapter 11 of the Bankruptcy Code of the application
of Section  1111(b)(2)  of the  Bankruptcy  Code.  The Second Lien Agent and the
Second Lien Creditors  agree not to initiate or prosecute or join with any other
Person to  initiate  or  prosecute  any claim,  action or other  proceeding  (i)
challenging  the  enforceability  of the First Lien  Creditors'  claims as fully
secured claims with respect to all or part of the First Lien  Obligations or for
allowance  of  any  First  Lien  Obligations   (including  those  consisting  of
post-petition  interest,  fees or  expenses) or opposing any action by the First
Lien  Agents or the First Lien  Creditors  to enforce  their  rights or remedies
arising  under the First Lien  Documents in a manner which is not  prohibited by
the terms of this  Agreement,  (ii)  challenging the  enforceability,  validity,
priority  or  perfected  status of any Liens on assets  securing  the First Lien
Obligations under the First Lien Documents, (iii) asserting any claims which the
Obligors may hold with respect to the First Lien Creditors, (iv) seeking to lift
the  automatic  stay to the extent that such action is opposed by the First Lien
Agents or (v)  opposing a motion by the First Lien Agents to lift the  automatic
stay. The First Lien  Creditors  agree not to initiate or prosecute or join with
any person to initiate or prosecute any claim,  action or other  proceeding  (i)
challenging the  enforceability  of the Second Lien  Creditors'  claims as fully
secured claims with respect to all or part of the Second Lien Obligations or for
allowance  of  any  Second  Lien  Obligations  (including  those  consisting  of
post-petition  interest,  fees or expenses) or opposing any action by the Second
Lien Agent or the Second  Lien  Creditors  to enforce  their  rights or remedies
arising under the Second Lien  Documents in a manner which is not  prohibited by
the terms of this  Agreement,  (ii)  challenging the  enforceability,  validity,
priority or  perfected  status of any Liens on assets  securing  the Second Lien
Obligations  under the Second Lien Documents or (iii) asserting any claims which
the Obligors may hold with respect to the Second Lien Creditors.

      6.4  Invalidated  Payments.  To the extent  that the First Lien  Creditors
receive  payments on the First Lien  Obligations  or proceeds of Collateral  for
application to the First Lien Obligations  which are  subsequently  invalidated,
declared to be  fraudulent  or  preferential,  set aside  and/or  required to be
repaid to a trustee,  receiver  or any other  party  under any  Bankruptcy  Law,
common law, equitable cause or otherwise (and whether as a result of any demand,
settlement,  litigation or otherwise) (each a "First Lien  Avoidance"),  then to
the extent of such  payment or  proceeds  received,  such  Obligations,  or part
thereof,  intended to be satisfied by such payment or proceeds  shall be revived
and  continue in full force and effect as if such  payments or proceeds  had not
been received by the First Lien Creditors,  and this  Agreement,  if theretofore
terminated,  shall be reinstated in full force and effect as of the date of such
First Lien Avoidance,


                                       24
<PAGE>

and such prior termination  shall not diminish,  release,  discharge,  impair or
otherwise  affect the Lien priorities and the relative rights and obligations of
the First Lien Creditors and the Second Lien Creditors  provided for herein with
respect to any event occurring on or after the date of such First Lien Avoidance
except to the extent  the Second  Lien  Creditors  share in any such  benefit as
unsecured creditors.  The Second Lien Creditors agree that none of them shall be
entitled to benefit  from any First Lien  Avoidance,  whether by  preference  or
otherwise,  it being  understood  and agreed that the benefit of such First Lien
Avoidance otherwise allocable to them shall instead be allocated and turned over
for  application  in accordance  with the priorities set forth in this Agreement
except to the extent  the Second  Lien  Creditors  share in any such  benefit as
unsecured creditors.

      6.5 Payments.  In the event of any Insolvency  Proceeding involving one or
more Obligors, all Proceeds (including,  without limitation,  any Proceeds which
would otherwise,  but for the terms hereof, be payable or deliverable in respect
of the Second Lien Secured  Claim) shall be paid or delivered  directly to First
Lien Agents (to be held and/or  applied by First Lien Agents in accordance  with
the terms of the First Lien Documents) until all First Lien Obligations are Paid
in Full  before any of the same shall be made to one or more of the Second  Lien
Creditors  on account of any Second  Lien  Secured  Claim,  and each Second Lien
Creditor  irrevocably  authorizes,  empowers  and directs any debtor,  debtor in
possession,  receiver,  trustee,  liquidator,  custodian,  conservator  or other
Person  having  authority,  to pay or  otherwise  deliver  all such  Proceeds in
respect of any Second Lien  Secured  Claim to the First  Lien.  Each Second Lien
Creditor also irrevocably  authorizes and empowers the First Lien Agents, in the
name of each Second Lien Creditor,  to demand,  sue for, collect and receive any
and all such  Proceeds in respect of any Second Lien Secured  Claim to which the
First Lien  Creditors  are  entitled  hereunder.  In the event of any payment or
distribution received by the Second Lien Creditors in respect of any Second Lien
Deficiency,  the Second Lien Creditors  shall be entitled to retain such payment
or  distribution  to the  extent the same have been paid  pursuant  to a plan of
reorganization  which is  confirmed  pursuant  to a Final  Order  regardless  of
whether such plan of  reorganization  has received the  affirmative  vote of all
classes composed of the First Lien Creditors' claims.

      6.6 Separate Grants of Security and Separate  Classification.  Each Second
Lien Creditor  acknowledges  and agrees that (a) the grants of Liens pursuant to
the First Lien Documents and the Second Lien  Documents  constitute two separate
and distinct  grants of Liens and (b) because of their  differing  rights in the
Collateral,  the Second Lien Secured Claims are fundamentally different from the
First Lien  Secured  Claims  and must be  separately  classified  in any plan of
reorganization proposed or adopted in an Insolvency Proceeding.  The Second Lien
Creditors  shall not seek in any Insolvency  Proceeding to be treated as part of
the same class of creditors as the First Lien Creditors and shall not oppose any
pleading or motion by the First Lien  Creditors for the First Lien Creditors and
the  Second  Lien  Creditors  to be treated as  separate  classes of  creditors.
Notwithstanding  the  foregoing,  if it is held that the  Secured  Claims of the
First Lien  Creditors and the Second Lien Creditors in respect of the Collateral
constitute  only one secured claim  (rather than separate  classes of senior and
junior secured claims),  then the Second Lien Creditors  hereby  acknowledge and
agree that all distributions  shall be made as if there were separate classes of
senior  and  junior  secured  claims  against  the  Obligors  in  respect of the
Collateral,  with the effect being that, to the extent that the aggregate  value
of the Collateral  exceeds the amount of the First Lien  Obligations,  the First
Lien Creditors shall be entitled to


                                       25
<PAGE>

receive,  in addition to amounts  distributed  to them in respect of  principal,
pre-petition  interest  and  other  claims,  all  amounts  owing in  respect  of
post-petition  interest,  and fees, costs and charges incurred subsequent to the
commencement of the applicable  Insolvency Proceeding before any distribution is
made in respect of any of the claims  held by the  Second  Lien  Creditors.  The
Second Lien  Creditors  hereby  acknowledge  and agree to turn over to the First
Lien Creditors  amounts  otherwise  received or receivable by them to the extent
necessary  to  effectuate  the intent of the  preceding  sentence,  even if such
turnover  has the effect of  reducing  the claim or  recovery of the Second Lien
Creditors.

      6.7 Rights as Unsecured  Lenders.  In any  Insolvency  Proceeding,  to the
extent not expressly prohibited by this Agreement, the Second Lien Creditors may
take any action, file any pleading, appear in any proceeding and exercise rights
and  remedies  whether as  unsecured  lenders or  otherwise.  In any  Insolvency
Proceeding,  to the  extent not  prohibited  by this  Agreement,  the First Lien
Creditors may take any action,  file any pleading,  appear in any proceeding and
exercise rights and remedies whether as unsecured lenders or otherwise.

      6.8  Reorganization  Securities.  If, in any Insolvency  Proceeding,  debt
obligations of the reorganized  debtor secured by Liens upon any property of the
reorganized  debtor are  distributed  pursuant  to a plan of  reorganization  or
similar   dispositive   restructuring  plan,  both  on  account  of  First  Lien
Obligations and on account of Second Lien  Obligations,  then, to the extent the
debt  obligations  distributed on account of the First Lien  Obligations  and on
account  of the  Second  Lien  Obligations  are  secured  by Liens upon the same
property, the provisions of this Agreement will survive the distribution of such
debt  obligations  pursuant  to such plan and will apply with like effect to the
Liens securing such debt obligations.

      Section 7. Miscellaneous.

      7.1  Termination.  Subject to Section 5.5, this Agreement  shall terminate
and be of no further  force and effect upon the first to occur of the Payment in
Full of (a) the First Lien Obligations or (b) the Second Lien Obligations.

      7.2 Successors and Assigns; No Third Party Beneficiaries.

            (a) This Agreement  shall be binding upon each Secured  Creditor and
its  respective  successors  and  assigns and shall inure to the benefit of each
Secured Creditor and its respective  successors,  participants  and assigns.  No
other Person shall have or be entitled to assert rights or benefits hereunder.

            (b) Each Secured Creditor reserves the right to grant participations
in, or otherwise sell, assign,  transfer or negotiate all or any part of, or any
interest in, their  respective  Obligations;  provided that no Secured  Creditor
shall be  obligated  to give any  notices to or  otherwise  in any  manner  deal
directly with any  participant in the  Obligations  and no participant  shall be
entitled  to any rights or benefits  under this  Agreement,  except  through the
Secured Creditor with which it is a participant.

            (c) In  connection  with  any  participation  or other  transfer  or
assignment,  a Secured  Creditor (i) may,  subject to its respective  Documents,
disclose to such  assignee,  participant  or other  transferee  or assignee  all
documents and information  which such Secured


                                       26
<PAGE>

Creditor now or hereafter may have relating to any Obligor or the Collateral and
(ii) shall  disclose to such  participant  or other  transferee  or assignee the
existence and terms and conditions of this Agreement.

      7.3 Notices. All notices and other  communications  provided for hereunder
shall be in writing and shall be mailed,  sent by overnight courier,  telecopied
or delivered, as follows:

            (a)  if to First Lien Agents, to them at the following addresses:

                 c/o Churchill Financial LLC, as First Lien Administrative Agent
                 400 Park Avenue, Suite 1510
                 New York, New York 10022
                 Attention: Carey Davidson, Vice President
                 Telephone: (212) 763-4640
                 Telecopier: (212) 763-4641

            with a copy to:

                 Paul, Hastings, Janofsky & Walker LLP
                 75 East 55th Street
                 New York, New York 10022
                 Attention: Mario J. Ippolito, Esq.
                 Telephone: (212) 318-6000
                 Telecopier: (212) 319-4090
            and:

                 Ableco Finance LLC, as First Lien Collateral Agent
                 c/o Cerberus Capital Management
                 299 Park Avenue
                 New York, New York 10171
                 Attention: Keith Read
                 Telephone: (212) 891-2100
                 Telecopier: (212) 739-1212

            with a copy to:

                 Schulte Roth & Zabel LLP
                 919 Third Avenue
                 New York, New York 10022
                 Attention: Eliot Relles, Esq.
                 Telephone: (212) 756-2199
                 Telecopier: (212) 593-5955


                                       27
<PAGE>

(b) if to Second Lien Agent, to it at the following address:

                 Clearlake Capital Group, L.P.
                 650 Madison Avenue, Third Floor
                 New York, New York 10022
                 Attention: Behdad Eghbali and Jose Feliciano
                 Telephone: (212) 610-9000
                 Telecopier: (212) 610-9121

            with a copy to:

                 Milbank, Tweed, Hadley & McCloy LLP
                 601 S. Figueroa St, 30th Floor
                 Los Angeles, CA  90017
                 Attention: Melainie K. Mansfield, Esq.
                 Telephone: (213) 892-4611
                 Telecopier: (213) 629-5063

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties complying as to delivery with the terms
of this  Section  7.3.  All  such  notices  and  other  communications  shall be
effective  (i) if  sent by  registered  mail,  return  receipt  requested,  when
received or 3 Business  Days after  mailing,  whichever  first  occurs,  (ii) if
telecopied,  when transmitted and a confirmation is received,  provided the same
is on a Business Day and, if not, on the next Business Day or (iii) if delivered
by messenger  or overnight  courier,  upon  delivery,  provided the same is on a
Business Day and, if not, on the next Business Day.

      7.4 Counterparts.  This Agreement may be executed by the parties hereto in
several  counterparts,  and  each  such  counterpart  shall be  deemed  to be an
original  and all of  which  shall  constitute  together  but  one and the  same
agreement.

      7.5 GOVERNING LAW; CONSENT TO JURISDICTION  AND VENUE.  THIS AGREEMENT AND
THE  OBLIGATIONS  ARISING  HEREUNDER  SHALL BE GOVERNED  BY, AND  CONSTRUED  AND
ENFORCED IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK  APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.  EACH OF THE PARTIES  HERETO HEREBY  CONSENTS AND AGREES THAT
THE  STATE  OR  FEDERAL  COURTS  LOCATED  IN  NEW  YORK,  NEW  YORK  SHALL  HAVE
JURISDICTION  TO HEAR AND  DETERMINE  ANY CLAIMS OR  DISPUTES  AMONG THE PARTIES
HERETO  PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING
TO THIS AGREEMENT; PROVIDED THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT  LOCATED  OUTSIDE OF NEW YORK,
NEW YORK. EACH OF THE PARTIES HERETO  EXPRESSLY  SUBMITS AND CONSENTS IN ADVANCE
TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
OF THE PARTIES  HERETO HEREBY WAIVES ANY OBJECTION  WHICH IT MAY HAVE BASED UPON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.


                                       28
<PAGE>

      7.6 MUTUAL  WAIVER OF JURY TRIAL.  THE PARTIES  HERETO  WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION,  SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT
OF, CONNECTED WITH,  RELATED TO, OR INCIDENTAL TO THE  RELATIONSHIP  ESTABLISHED
BETWEEN THEM IN CONNECTION  WITH,  THIS  AGREEMENT OR THE  TRANSACTIONS  RELATED
THERETO.

      7.7 Amendments. No amendment or waiver of any provision of this Agreement,
and no consent to any  departure by any Person from the terms  hereof,  shall in
any event be  effective  unless it is in writing  and signed by the Second  Lien
Agent,  with the consent of the  Requisite  Second Lien  Creditors and the First
Lien Agents, with the consent of the "Required Lenders" (as defined in the First
Lien Loan  Agreement).  In no event shall the consent of any Obligor be required
in connection with any amendment or other modification of this Agreement.

      7.8 No Waiver.  No failure or delay on the part of any Secured Creditor in
exercising  any power or right under this  Agreement  shall  operate as a waiver
thereof,  nor shall any  single or partial  exercise  of any such power or right
preclude  any other or further  exercise  thereof or the  exercise  of any other
power or right.

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

      7.10 Further Assurances.  Each party hereto agrees to cooperate fully with
each  other  party  hereto to  effectuate  the  intent  and  provisions  of this
Agreement  and,  from time to time,  to execute  and  deliver  any and all other
agreements,  documents or instruments, and to take such other actions, as may be
reasonably  necessary or desirable to  effectuate  the intent and  provisions of
this Agreement.

      7.11 Headings.  The section  headings  contained in this Agreement are and
shall  be  without  meaning  or  content  whatsoever  and are  not  part of this
Agreement.

      7.12 Lien Priority Provisions.  This Agreement and the rights and benefits
hereunder shall inure solely to the benefit of the First Lien Agents,  the First
Lien Creditors,  the Second Lien Agent,  and the Second Lien Creditors and their
respective  successors and permitted  assigns and no other Person (including the
Obligors or any trustee,  receiver, debtor in possession or bankruptcy estate in
a bankruptcy or like  proceeding)  shall have or be entitled to assert rights or
benefits hereunder.  Nothing contained in this Agreement is intended to or shall
impair the obligation of any Obligor to pay the Obligations as and when the same
shall become due and payable in accordance  with their  respective  terms, or to
affect the relative  rights of the lenders of any Obligor,  other than the First
Lien Agents,  the First Lien  Creditors,  the Second Lien Agent,  and the Second
Lien Creditors as between themselves.

      7.13 Credit Analysis.  The Secured Creditors shall each be responsible for
keeping themselves  informed of (a) the financial  condition of the Obligors and
all other all endorsers,


                                       29
<PAGE>

obligors and/or  guarantors of the  Obligations and (b) all other  circumstances
bearing upon the risk of  nonpayment  of the  Obligations.  No Secured  Creditor
shall have any duty to advise any other Secured Creditor of information known to
it regarding such condition or any such other circumstances. No Secured Creditor
assumes any liability to any other Secured  Creditor or to any other Person with
respect  to:  (i) the  financial  or  other  condition  of  Obligors  under  any
instruments   of   guarantee   with  respect  to  the   Obligations,   (ii)  the
enforceability,  validity,  value  or  collectibility  of the  Obligations,  any
Collateral  therefor or any guarantee or security which may have been granted in
connection  with any of the Obligations or (iii) any Obligor's title or right to
transfer any Collateral or security.

      7.14 Waiver of Claims.  To the maximum extent permitted by law, each party
hereto waives any claim it might have against any Secured  Creditor with respect
to, or arising  out of, any action or failure to act or any error of judgment or
negligence,  mistake  or  oversight  whatsoever  on the part of any other  party
hereto or their respective directors, officers, employees or agents with respect
to any exercise of rights or remedies  under the  Documents  or any  transaction
relating to the Collateral in accordance  with this Agreement  other than claims
resulting  primarily from the gross negligence or willful conduct of any Secured
Creditor or its  directors,  officers,  employees or agents as  determined  by a
court of competent  jurisdiction  in a final  non-appealable  judgment or order.
None of the Secured Creditors, nor any of their respective directors,  officers,
employees  or agents  shall be liable for failure to demand,  collect or realize
upon  any of  the  Collateral  or for  any  delay  in  doing  so or,  except  as
specifically  provided  herein,  shall be under any obligation to Dispose of any
Collateral upon the request of any Obligor or any Secured  Creditor or any other
Person or to take any other action  whatsoever  with regard to the Collateral or
any part thereof.

      7.15  Conflicts.  In the event of any conflict  between the  provisions of
this  Agreement and the  provisions  of the  Documents,  the  provisions of this
Agreement shall govern.

      7.16 Specific Performance. Each of First Lien Agents and Second Lien Agent
may demand  specific  performance of this Agreement and, on behalf of itself and
the respective other Secured  Creditors,  hereby  irrevocably waives any defense
based on the  adequacy  of a remedy at law and any other  defense  that might be
asserted to bar the remedy of specific  performance  in any action  which may be
brought by the respective Secured Creditors.

      7.17 Provisions  Solely to Define Relative Rights.  The provisions of this
Agreement  are and are intended  solely for the purpose of defining the relative
rights of the Secured  Creditors.  None of the  Obligors  or any other  creditor
thereof  shall have any rights  hereunder,  and none of the Obligors may rely on
the terms hereof.  Nothing in this  Agreement is intended to or shall impair the
obligations of Obligors, which are absolute and unconditional,  to pay the First
Lien  Obligations  and the Second  Lien  Obligations  as and when the same shall
become due and payable in accordance with their terms.

      7.18  Subrogation.  The  Second  Lien  Agent  and the  other  Second  Lien
Creditors  hereby agree that until the First Lien  Termination Date has occurred
they will not  assert  any  rights of  subrogation  it or they may  acquire as a
result of any payment hereunder;  provided that as between the Obligors,  on the
one hand,  and the Second Lien  Creditors,  on the other hand,  any


                                       30
<PAGE>

such  payment  that is paid  over to the  First  Lien  Agents  pursuant  to this
Agreement shall be deemed not to reduce any of the Second Lien Obligation.

      7.19 Entire Agreement.  This Agreement and the Documents embody the entire
agreement of the Obligors, the First Lien Agents, the First Lien Creditors,  the
Second  Lien Agent and the Second  Lien  Creditors  with  respect to the subject
matter hereof and thereof and supersede all prior agreements and  understandings
relating to the  subject  matter  hereof and  thereof and any draft  agreements,
negotiations and/or discussions  involving any Obligor and any of the First Lien
Agents,  the First Lien  Creditors,  the Second  Lien Agent and the Second  Lien
Creditors relating to the subject matter hereof.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       31
<PAGE>

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

                              FIRST LIEN ADMINISTRATIVE AGENT:
                              --------------------------------

                              CHURCHILL FINANCIAL LLC, as First Lien
                              Administrative Agent

                              By:/s/ Christopher Cox
                                 ---------------------
                              Name: Christopher Cox
                              Title: Managing Director



                              FIRST LIEN COLLATERAL AGENT:
                              ----------------------------

                              ABLECO FINANCE LLC, as First Lien Collateral Agent

                              By: /s/ Daniel Wolf
                                  ---------------
                              Name: Daniel Wolf
                              Title: President



                              SECOND LIEN AGENT:
                              ------------------

                              CLEARLAKE CAPITAL GROUP, L.P.

                              By: CCG Operations, LLC
                              Its: General Partner

                              By: /s/ Behdad Eghbali
                                  -----------------------
                              Name: Behdad Eghbali
                              Title: Authorized Signatory


                                       32
<PAGE>

            Each  of the  undersigned  hereby  acknowledges  and  agrees  to the
foregoing terms and provisions.

                                   BORROWER:
                                   ---------

                                          GOAMERICA, INC.

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer



                                   OBLIGORS:
                                   ---------

                                          HOVRS ACQUISITION CORPORATION

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer

                                          GOAMERICA RELAY SERVICES CORP.

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer

                                          GOAMERICA COMMUNICATIONS CORP.

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer

                                          WYND COMMUNICATIONS CORPORATION

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer


                                       33
<PAGE>

                                          HANDS ON VIDEO RELAY SERVICES INC.

                                          By: /s/ Daniel R. Luis
                                              -----------------------------
                                          Name: Daniel R. Luis
                                          Title: Co-Chief Executive Officer


                                          HOTPAPER.COM, INC.

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer

                                          OUTBACK RESOURCE GROUP, INC.

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer

                                          HOSLS ACQUISITION CORPORATION

                                          By: /s/ Daniel R. Luis
                                              --------------------------
                                          Name: Daniel R. Luis
                                          Title: Chief Executive Officer


                                       34