Exhibit 10.25

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                           REVOLVING CREDIT AGREEMENT
                           --------------------------



                          Dated as of November 30, 2000



                                      among



                                answerthink, inc.



             FLEET NATIONAL BANK, and the other lending institutions
                         set forth on Schedule 1 hereto



                                       and



                          FLEET NATIONAL BANK, as Agent





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<PAGE>
                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>
<S>  <C>                                                                             <C>
1.   DEFINITIONS AND RULES OF INTERPRETATION..........................................1
         1.1.   Definitions...........................................................1
         1.2.   Rules of Interpretation...............................................17
2.   THE REVOLVING CREDIT FACILITY....................................................19
         2.1.   Commitment To Lend....................................................19
         2.2.   Commitment Fee........................................................19
         2.3.   Reduction of Total Commitment.........................................19
         2.4.   The Revolving Credit Notes............................................20
         2.5.   Interest on Revolving Credit Loans....................................20
         2.6.   Requests for Revolving Credit Loans...................................20
         2.7.   Conversion Options....................................................21
                  2.7.1.   Conversion to Different Type of Revolving Credit Loan......21
                  2.7.2.   Continuation of Type of Revolving Credit Loan..............21
                  2.7.3.   LIBOR Rate Loans...........................................22
         2.8.   Funds for Revolving Credit Loans......................................22
                  2.8.1.   Funding Procedures.........................................22
                  2.8.2.   Advances by Agent..........................................22
3.   REPAYMENT OF THE REVOLVING CREDIT LOANS..........................................23
         3.1.   Maturity..............................................................23
         3.2.   Mandatory Repayments of Revolving Credit Loans........................23
         3.3.   Optional Repayments of Revolving Credit Loans.........................24
4.   LETTERS OF CREDIT................................................................24
         4.1.   Letter of Credit Commitments..........................................24
                  4.1.1.   Commitment to Issue Letters of Credit......................24
                  4.1.2.   Letter of Credit Applications..............................24
                  4.1.3.   Terms of Letters of Credit.................................25
                  4.1.4.   Reimbursement Obligations of Banks.........................25
                  4.1.5.   Participations of Banks....................................25
         4.2.   Reimbursement Obligation of the Borrower..............................25
         4.3.   Letter of Credit Payments.............................................26
         4.4.   Obligations Absolute..................................................27
         4.5.   Reliance by Issuer....................................................27
         4.6.   Letter of Credit Fee..................................................27
5.   CERTAIN GENERAL PROVISIONS.......................................................28
         5.1.   Closing Fee...........................................................28
         5.2.   Funds for Payments....................................................28
                  5.2.1.   Payments to Agent..........................................28
                  5.2.2.   No Offset, etc.............................................28
         5.3.   Computations..........................................................29
         5.4.   Inability to Determine LIBOR Rate.....................................29
         5.5.   Illegality............................................................29
         5.6.   Additional Costs, etc.................................................30
         5.7.   Capital Adequacy......................................................31
         5.8.   Certificate...........................................................32
         5.9.   Indemnity.............................................................32
</TABLE>
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                                      -ii-
<TABLE>
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<S>  <C>                                                                             <C>
         5.10.  Interest After Default................................................32
                  5.10.1.  Overdue Amounts............................................32
                  5.10.2.  Amounts Not Overdue........................................32
6.   GUARANTIES.......................................................................32
         6.1.   Guaranties............................................................32
7.   REPRESENTATIONS AND WARRANTIES...................................................33
         7.1.   Corporate Authority...................................................33
                  7.1.1.   Incorporation; Good Standing...............................33
                  7.1.2.   Authorization..............................................33
                  7.1.3.   Enforceability.............................................33
         7.2.   Governmental Approvals................................................33
         7.3.   Title to Properties; Leases...........................................34
         7.4.   Financial Statements and Projections..................................34
                  7.4.1.   Fiscal Year................................................34
                  7.4.2.   Financial Statements.......................................34
                  7.4.3.   Projections................................................34
         7.5.   No Material Changes, etc.; Solvency...................................34
                  7.5.1.   No Changes.................................................35
                  7.5.2.   Solvency...................................................35
         7.6.   Franchises, Patents, Copyrights, etc..................................35
         7.7.   Litigation............................................................35
         7.8.   No Materially Adverse Contracts, etc..................................35
         7.9.   Compliance With Other Instruments, Laws, etc..........................36
         7.10.  Tax Status............................................................36
         7.11.  No Event of Default...................................................36
         7.12.  Holding Company and Investment Company Acts...........................36
         7.13.  Absence of Financing Statements, etc..................................36
         7.14.  Certain Transactions..................................................36
         7.15.  Employee Benefit Plans................................................37
                  7.15.1.  In General.................................................37
                  7.15.2.  Terminability of Welfare Plans.............................37
                  7.15.3.  Guaranteed Pension Plans...................................37
                  7.15.4.  Multiemployer Plans........................................38
         7.16.   Use of Proceeds......................................................38
                  7.16.1.  General....................................................38
                  7.16.2.  Regulations U and X........................................38
                  7.16.3.  Ineligible Securities......................................38
         7.17.  Environmental Compliance..............................................38
         7.18.  Subsidiaries, etc.....................................................40
         7.19.  Bank Accounts.........................................................39
         7.20.  Disclosure............................................................40
         7.21.  Chief Executive Offices...............................................41
         7.22.  No Amendments to Certain Documents....................................41
         7.23.  Insurance.............................................................41
8.   AFFIRMATIVE COVENANTS OF THE BORROWER............................................41
         8.1.   Punctual Payment......................................................41
         8.2.   Maintenance of Office.................................................41
         8.3.   Records and Accounts..................................................41
         8.4.   Financial Statements, Certificates and Information....................42
</TABLE>
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                                     -iii-
<TABLE>
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<S>  <C>                                                                             <C>
         8.5.   Notices...............................................................43
                  8.5.1.   Defaults...................................................43
                  8.5.2.   Environmental Events.......................................43
                  8.5.3.   Notice of Litigation and Judgments.........................44
         8.6.   Corporate Existence; Maintenance of Properties........................44
         8.7.   Insurance.............................................................44
         8.8.   Taxes.................................................................45
         8.9.   Inspection of Properties and Books, etc...............................45
                  8.9.1.   General....................................................45
                  8.9.2.   Communication with Accountants.............................45
         8.10.  Compliance with Laws, Contracts, Licenses, and Permits................45
         8.11.  Employee Benefit Plans................................................46
         8.12.  Use of Proceeds.......................................................46
         8.13.  New Guarantors........................................................46
         8.14.  Additional Subsidiaries...............................................46
         8.15.  Replacement Instruments...............................................47
         8.16.  Further Assurances....................................................47
9.   CERTAIN NEGATIVE COVENANTS OF THE BORROWER.......................................47
         9.1.   Restrictions on Indebtedness..........................................47
         9.2.   Restrictions on Liens.................................................48
         9.3.   Restrictions on Investments...........................................49
         9.4.   Restricted Payments...................................................50
         9.5.   Merger, Consolidation.................................................51
                  9.5.1.   Mergers and Acquisitions...................................51
                  9.5.2.   Disposition of Assets......................................52
         9.6.   Sale and Leaseback....................................................52
         9.7.   Compliance with Environmental Laws....................................52
         9.8.   Fiscal Year...........................................................52
         9.9.   Employee Benefit Plans................................................52
         9.10.  Business Activities...................................................53
         9.11.  Change in Terms of Employment Agreements..............................51
         9.12.  Transactions with Affiliates..........................................53
         9.13.  Subordinated Debt.....................................................53
         9.14.  Upstream Limitations..................................................53
         9.15.  Inconsistent Agreements...............................................54
         9.16.  Charter Amendments....................................................54
10.   FINANCIAL COVENANTS OF THE BORROWER.............................................54
         10.1.  Leverage Ratio........................................................54
         10.2.  Minimum Tangible Net Worth............................................54
         10.3.  EBITDA to Total Interest Expense......................................54
         10.4.  Current Ratio.........................................................54
11.   CLOSING CONDITIONS..............................................................54
         11.1.  Loan Documents etc....................................................55
         11.2.  Certified Copies of Charter Documents.................................55
         11.3.  Corporate Action......................................................55
         11.4.  Incumbency Certificate................................................55
         11.5.  UCC Search Results....................................................55
         11.6.  Certificates of Insurance.............................................55
</TABLE>
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                                      -iv-
<TABLE>
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<S>  <C>                                                                             <C>
         11.7.   Opinions of Counsel..................................................55
         11.8.   Payment of Fees......................................................55
         11.9.   Termination of Facility..............................................56
         11.10.  Consents and Approvals...............................................56
12.   CONDITIONS TO ALL BORROWINGS....................................................56
         12.1.   Representations True; No Event of Default............................56
         12.2.   No Legal Impediment..................................................56
         12.3.   Governmental Regulation..............................................56
         12.4.   Proceedings and Documents............................................56
         12.5.   Pro Forma Compliance.................................................57
13.   EVENTS OF DEFAULT; ACCELERATION; ETC............................................57
         13.1.   Events of Default and Acceleration...................................57
         13.2.   Termination of Commitments...........................................60
         13.3.   Remedies.............................................................61
14.   SETOFF..........................................................................61
15.   THE AGENT.......................................................................62
         15.1.   Authorization........................................................62
         15.2.   Employees and Agents.................................................63
         15.3.   No Liability.........................................................63
         15.4.   No Representations...................................................63
                  15.4.1.   General...................................................63
                  15.4.2.   Closing Documentation, etc................................64
         15.5.   Payments.............................................................64
                  15.5.1.   Payments to Agent.........................................64
                  15.5.2.   Distribution by Agent.....................................64
                  15.5.3.   Delinquent Banks..........................................64
         15.6.   Holders of Notes.....................................................65
         15.7.   Indemnity............................................................65
         15.8.   Agent as Bank........................................................65
         15.9.   Resignation..........................................................66
         15.10.  Notification of Defaults and Events of Default.......................66
16.   EXPENSES AND INDEMNIFICATION....................................................66
         16.1.   Expenses.............................................................66
         16.2.   Indemnification......................................................67
         16.3.   Survival.............................................................67
17.   TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION...................................67
         17.1.   Confidentiality......................................................67
         17.2.   Prior Notification...................................................68
         17.3.   Other................................................................68
18.   SURVIVAL OF COVENANTS, ETC......................................................68
19.   ASSIGNMENT AND PARTICIPATION....................................................69
         19.1.   Conditions to Assignment by Banks....................................69
         19.2.   Certain Representations and Warranties; Limitations; Covenants.......69
         19.3.   Register.............................................................71
         19.4.   New Revolving Credit Notes...........................................71
         19.5.   Participations.......................................................71
         19.6.   Disclosure...........................................................72
         19.7.   Assignee or Participant Affiliated with the Borrower.................72
</TABLE>
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                                       -v-
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<S>  <C>                                                                             <C>
         19.8.   Miscellaneous Assignment Provisions..................................73
         19.9.   Assignment by Borrower...............................................73
20.   NOTICES, ETC....................................................................73
21.   GOVERNING LAW...................................................................74
22.   HEADINGS........................................................................74
23.   COUNTERPARTS....................................................................74
24.   ENTIRE AGREEMENT, ETC...........................................................75
25.   WAIVER OF JURY TRIAL............................................................75
26.   CONSENTS, AMENDMENTS, WAIVERS, ETC..............................................75
27.   USURY...........................................................................76
28.   SEVERABILITY....................................................................76
</TABLE>

<PAGE>

                           REVOLVING CREDIT AGREEMENT

         This REVOLVING CREDIT AGREEMENT is made as of November 30, 2000, by and
among answerthink, inc. (the "Borrower"), a Florida corporation having its
principal place of business at 1001 Brickell Avenue, Suite 3000, Miami, Florida
33131, FLEET NATIONAL BANK, a national banking association and the other lending
institutions listed on Schedule 1 and FLEET NATIONAL BANK as agent for itself
and such other lending institutions.

                   1. DEFINITIONS AND RULES OF INTERPRETATION.

         1.1. Definitions. The following terms shall have the meanings set forth
in this ss 1 or elsewhere in the provisions of this Credit Agreement referred to
below:

         Accounts Receivable. All rights of the Borrower or any of its
Subsidiaries to payment for goods sold, leased or otherwise marketed in the
ordinary course of business and all rights of the Borrower or any of its
Subsidiaries to payment for services rendered in the ordinary course of business
and all sums of money or other proceeds due thereon pursuant to transactions
with account debtors, except for that portion of the sum of money or other
proceeds due thereon that relate to sales, use or property taxes in conjunction
with such transactions, recorded on the books of account in accordance with
generally accepted accounting principles.

         Adjustment Date. The first day of the month immediately following the
month in which a Compliance Certificate is to be delivered by the Borrower
pursuant to ss 8.4(c).

         Affiliate. Any Person that would be considered to be an affiliate of
the Borrower under Rule 144(a) of the Rules and Regulations of the Securities
and Exchange Commission, as in effect on the date hereof, if the Borrower were
issuing securities.

         Agent's Office. The Agent's office located at 100 Federal Street,
Boston, Massachusetts 02110, or at such other location as the Agent may
designate from time to time.

         Agent. Fleet National Bank, acting as agent for the Banks.

         Agent's Special Counsel. Bingham Dana LLP or such other counsel as may
be approved by the Agent.

         Applicable Margin. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a "Rate
Adjustment Period"), the Applicable Margin shall be the applicable margin set
forth below with respect to the Borrower's Leverage

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                                      -2-

Ratio, as determined for the fiscal period ending on the fiscal quarter ended
immediately preceding the applicable Rate Adjustment Period.

------- --------------------- ----------- ---------- ------------- -------------
                                            LIBOR      Letter of
                               Base Rate    Rate      Credit Fee     Commitment
  Tier     Leverage Ratio        Loans      Loans        Rate         Fee Rate
------- --------------------- ----------- ---------- ------------- -------------
   1          Less than          0.00%      1.50%       1.50%           .375%
              1.00:1.00
------- --------------------- ----------- ---------- ------------- -------------
   2       Greater than or       0.25%      1.75%       1.75%           .375%
          equal to 1.00 but
         less than 1.50:1.00
------- --------------------- ----------- ---------- ------------- -------------
   3       Greater than or       0.50%      2.00%       2.00%           .50%
         equal to 1.50:1.00
------- --------------------- ----------- ---------- ------------- -------------

         Notwithstanding the foregoing, (a) for purposes of interest on
Revolving Credit Loans outstanding, the Letters of Credit Fee (other than as set
forth in the last sentence of ss 4.6) and the Commitment Fee Rate during the
period commencing on the Closing Date through the date immediately preceding the
first Adjustment Date to occur after the fiscal quarter ending March 31, 2001,
the Applicable Margin shall not be lower than the Applicable Margin set forth in
Tier 2 above, and (b) if the Borrower fails to deliver any Compliance
Certificate pursuant to ss 8.4(c) hereof then, for the period commencing on the
Adjustment Date to occur subsequent to such failure through the date immediately
following the date on which such Compliance Certificate is delivered, the
Applicable Margin shall be the highest Applicable Margin set forth above.

         Asset Sale. Any one or series of related transactions in which any
applicable Person conveys, sells, transfers or otherwise disposes of, directly
or indirectly, any of its properties, businesses or assets (including the sale
or issuance of capital stock of a Subsidiary), whether owned on the Closing Date
or thereafter acquired.

         Assignment and Acceptance. See ss 19.1.

         Balance Sheet Date. December 31, 1999.

         Banks. Fleet and the other lending institutions listed on Schedule 1
hereto and any other Person who becomes an assignee of any rights and
obligations of a Bank pursuant to ss 19.

         Base Rate. The higher of (a) the variable annual rate of interest so
designated from time to time by Fleet, as its "prime rate", such rate being a
reference rate and necessarily representing the lowest or best rate being
charged to any customer, and (b) one-half of one percent (1/2%) above the
Federal Funds Effective Rate. For the purposes of this definition, "Federal
Funds Effective Rate" shall mean, for any day, the rate per annum equal to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds

<PAGE>
                                      -3-

brokers, as published for such day (or if such day is not a Business Day, for
the next preceding Business Day) by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of
the quotations for such day on such transactions received by the Agent from
three funds brokers of recognized standing selected by the Agent. Changes in the
Base Rate resulting from any change in Fleet's "prime rate" shall take place
immediately without notice or demand of any kind.

         Base Rate Loans. Revolving Credit Loans bearing interest calculated by
reference to the Base Rate.

         Borrower. As defined in the preamble hereto.

         Business Day. Any day other than a Saturday or Sunday on which banking
institutions in Boston, Massachusetts, and Miami, Florida are open for the
transaction of banking business and, in the case of LIBOR Rate Loans, also a day
which is a LIBOR Business Day.

         Capitalized Leases. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with generally accepted accounting
principles.

         Cash Equivalents. As to the Borrower and its Subsidiaries, those
securities and other Investment held by the Borrower and its Subsidiaries which
were made by the Borrower or any such Subsidiaries pursuant to the terms of the
Borrower's Investment Policy as set forth in Schedule 1A hereto, provided, any
Investment made pursuant to any change in such Investment Policy or with special
approval requirements (including changes made or approvals obtained in
accordance with such policy) shall not be considered a Cash Equivalent unless
agreed to in writing by the Agent.

         CERCLA. See ss 7.17(a).

         Closing Date. The first date on which the conditions set forth in ss 11
have been satisfied and any Revolving Credit Loans are to be made or any Letter
of Credit is to be issued hereunder.

         Code. The Internal Revenue Code of 1986.

         Commitment. With respect to each Bank, the amount set forth on Schedule
1 hereto as the amount of such Bank's commitment to make Revolving Credit Loans
to, and to participate in the issuance, extension and renewal of Letters of
Credit for the account of, the Borrower, as the same may be reduced from time to
time; or if such commitment is terminated pursuant to the provisions hereof,
zero.

<PAGE>
                                      -4-

         Commitment Fee Rate. The applicable rate per annum set forth in the
chart contained in the definition of "Applicable Margin" under the heading
"Commitment Fee Rate."

         Commitment Percentage. With respect to each Bank, the percentage set
forth on Schedule 1 hereto as such Bank's percentage of the aggregate
Commitments of all of the Banks.

         Compliance Certificate. See ss 8.4(c) hereof.

         Consolidated or consolidated. With reference to any term defined
herein, shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with generally accepted accounting
principles.

         Consolidated Current Liabilities. All liabilities and other
Indebtedness of the Borrower and its Subsidiaries on a consolidated basis
maturing on demand or within one (1) year from the date as of which Consolidated
Current Liabilities are to be determined, and such other liabilities as may
properly be classified as current liabilities in accordance with generally
accepted accounting principles and, without duplication, the aggregate principal
amount of all Revolving Credit Loans outstanding plus all Unpaid Reimbursement
Obligations plus the Maximum Drawing Amount of all issued and outstanding
Letters of Credit; provided, however, Consolidated Current Liabilities shall not
include any Indebtedness which is in the form of an earnout if such earnout is
payable solely in the form of capital stock of the Borrower which has been
authorized but is not yet issued or in which the Borrower does not have to
repurchase in order to pay such earnout.

         Consolidated Net Income (or Deficit). The consolidated net income (or
deficit) of the Borrower and its Subsidiaries, after deduction of all expenses,
taxes and other proper charges, determined in accordance with generally accepted
accounting principles, after eliminating therefrom all extraordinary
nonrecurring items of income or expense as determined in accordance with
generally accepted accounting principles; provided, however, solely for purposes
of compliance with the financial covenants set forth in ss 10, Consolidated Net
Income shall not include (without duplication) (a) any non-cash writedowns of
good will and/or purchased research and development; and (b) non-cash
compensation expenses or additional non-cash goodwill amortization relating to
the granting by the Borrower of stock options and restricted stock.

         Consolidated Quick Assets. All cash, Cash Equivalents and Accounts
Receivable of the Borrower and its Subsidiaries on a consolidated basis that, in
accordance with generally accepted accounting principles, are properly
classified as current assets, provided that for Accounts Receivable arising out
of any arrangements the Borrower or any Subsidiary has with any other Person
pertaining to the media, publishing or other advertising service being performed
by the Borrower or such Subsidiary for such Person, (a) such

<PAGE>
                                      -5-

Accounts Receivable shall be included only if good and collectible as determined
by the Borrower in accordance with established practice consistently applied and
only if payable and outstanding not more than ninety (90) days from the invoice
date of such Accounts Receivable arise; and (b) to the extent any such Accounts
Receivable are booked as such by the Borrower or any Subsidiary prior to
rendering services or for which any prepayment is expected, such Account
Receivable shall only be included to the extent there exists a corresponding
liability on the Borrower's consolidated books and records for the amount of any
such expected prepayment.

         Consolidated Tangible Net Worth. The excess of Consolidated Total
Assets over Consolidated Total Liabilities, and less the sum of:

                  (a) the total book value of all assets of the Borrower and its
         Subsidiaries properly classified as intangible assets under generally
         accepted accounting principles, including such items as good will, the
         purchase price of acquired assets in excess of the fair market value
         thereof, trademarks, trade names, service marks, brand names,
         copyrights, patents and licenses, and rights with respect to the
         foregoing; plus

                  (b) amounts representing any write-up in the book value of any
         assets of the Borrower or its Subsidiaries resulting from a revaluation
         thereof subsequent to the Balance Sheet Date, excluding adjustments to
         translate foreign assets and liabilities for changes in foreign
         exchange rates made in accordance with Financial Accounting Standards
         Board Statements No. 52; plus

                  (c) to the extent otherwise includable in the computation of
         Consolidated Tangible Net Worth, any subscriptions receivable.

provided, however, for purposes of calculating compliance with ss 10.2 hereof,
the goodwill of any Person acquired in a Permitted Acquisition or any other
acquisition approved in writing by the Agent and the Banks and any noncash
writedowns of purchased research and development relating to any Permitted
Acquisition which would otherwise be required to be deducted from Consolidated
Tangible Net Worth shall not be deducted for purposes of ss 10.2 of this Credit
Agreement.

         Consolidated Total Assets. The sum of (a) all assets ("consolidated
balance sheet assets") of the Borrower and its Subsidiaries determined on a
consolidated basis in accordance with generally accepted accounting principles,
plus (b) without duplication, all assets leased by the Borrower or any
Subsidiary as lessee under any Synthetic Lease to the extent that such assets
would have been consolidated balance sheet assets had the synthetic lease been
treated for accounting purposes as a Capitalized Lease, plus (c) without
duplication, all sold receivables referred to in clause (g) of the

<PAGE>
                                      -6-

definition of the term "Indebtedness" to the extent that such receivables would
have been consolidated balance sheet assets had they not been sold.

         Consolidated Total Interest Expense. For any period, the aggregate
amount of interest expense, both expensed and capitalized, of the Borrower and
its Subsidiaries, determined on a consolidated basis in accordance with
generally accepted accounting principles, for such period on the aggregate
amount of the Borrower and its Subsidiaries Indebtedness, determined on a
consolidated basis in accordance with generally accepted accounting principles,
and including payments consisting of interest in respect of any Capitalized
Lease or Synthetic Lease, and including any commitment fees, agency fees,
facility fees, balance deficiency fees and similar fees or expenses in
connection with the borrowing of money.

         Consolidated Total Liabilities. All liabilities of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles and classified as such on the consolidated
balance sheet of the Borrower and its Subsidiaries, and all other Indebtedness
of the Borrower and its Subsidiaries, whether or not so classified; provided,
however, Consolidated Total Liabilities shall not include any Indebtedness which
is in the form of an earnout if such earnout is payable solely in the form of
capital stock of the Borrower which has been authorized but is not yet issued or
in which the Borrower does not have to repurchase in order to pay such earnout.

         Conversion Request. A notice given by the Borrower to the Agent of the
Borrower's election to convert or continue a Revolving Credit Loan in accordance
with ss 2.7.

         Credit Agreement. This Revolving Credit Agreement, including the
Schedules and Exhibits hereto.

         Default. See ss 13.1.

         Delinquent Bank. See ss 15.5.3.

         Distribution. The declaration or payment of any dividend on or in
respect of any shares of any class of capital stock of the Borrower, other than
dividends payable solely in shares of common stock of the Borrower; the
purchase, redemption, or other retirement of any shares of any class of capital
stock of the Borrower, directly or indirectly through a Subsidiary of the
Borrower or otherwise; the return of capital by the Borrower to its shareholders
as such; or any other distribution on or in respect of any shares of any class
of capital stock of the Borrower; provided, however, the term "Distribution"
shall not include retirements or cancellations of capital stock in connection
with conversions pursuant to existing equity arrangements of the Borrower.

         Dollars or $. Dollars in lawful currency of the United States of
America.

<PAGE>
                                      -7-

         Domestic Lending Office. Initially, the office of each Bank designated
as such in Schedule 1 hereto; thereafter, such other office of such Bank, if
any, located within the United States that will be making or maintaining Base
Rate Loans.

         Domestic Subsidiary. A Subsidiary which is not a Foreign Subsidiary.

         Drawdown Date. The date on which any Revolving Credit Loan is made or
is to be made, and the date on which any Revolving Credit Loan is converted or
continued in accordance with ss 2.7.

         EBITDA. With respect to the Borrower and its Subsidiaries for any
fiscal period, an amount equal to Consolidated Net Income for such period, plus,
to the extent deducted in the calculation of Consolidated Net Income and without
duplication, (a) depreciation and amortization for such period; (b) income tax
expense for such period; (c) Consolidated Total Interest Expense during such
period, (d) noncash compensation expenses or additional noncash goodwill
amortization relating to the granting by the Borrower of stock options and
restricted stock; and (e) all noncash charges or expenses taken in any period in
connection with any non-cash writedowns of goodwill and/or purchased research
and development in connection with a Permitted Acquisition or compensation
expenses or additional goodwill amortization relating to the granting by the
Borrower of stock options and restricted stock in connection with any Permitted
Acquisition and minus, to the extent added in computing Consolidated Net Income
and without duplication, all interest income and all noncash gains (including
income tax benefits) for such period, all as determined in accordance with
generally accepted accounting principles.

         Eligible Assignee. Any of (a) a commercial bank or finance company
organized under the laws of the United States, or any State thereof or the
District of Columbia, and having total assets in excess of $1,000,000,000; (b) a
savings and loan association or savings bank organized under the laws of the
United States, or any State thereof or the District of Columbia, and having a
net worth of at least $100,000,000, calculated in accordance with generally
accepted accounting principles; (c) a commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country, and having total assets in excess of $1,000,000,000, provided that such
bank is acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD; (d) the central
bank of any country which is a member of the OECD; and (e) if, but only if, an
Event of Default has occurred and is continuing, any other bank, insurance
company, commercial finance company or other financial institution or other
Person approved by the Agent, such approval not to be unreasonably withheld.

         Employee Benefit Plan. Any employee benefit plan within the meaning of
ss 3(3) of ERISA maintained or contributed to by the Borrower or

<PAGE>
                                      -8-

any ERISA Affiliate, other than a Guaranteed Pension Plan or a Multiemployer
Plan.

         Environmental Laws. See ss 7.17(a).

         EPA. See ss 7.17(b).

         Equity Issuance. The sale or issuance by the Borrower or any of its
Subsidiaries of any of its capital stock or equity interests or any warrants,
rights or options to acquire its capital stock or equity interests.

         ERISA. The Employee Retirement Income Security Act of 1974.

         ERISA Affiliate. Any Person which is treated as a single employer with
the Borrower under ss 414 of the Code.

         ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of ss 4043 of ERISA and the regulations
promulgated thereunder.

         Eurocurrency Reserve Rate. For any day with respect to a LIBOR Rate
Loan, the maximum rate (expressed as a decimal) at which any lender subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

         Event of Default. See ss 13.1.

         Fee Letter. The fee letter dated or to be dated on or prior to the
Closing Date between the Borrower and the Agent, in form and substance
satisfactory to the Agent.

         Fleet. Fleet National Bank in its individual capacity.

         Foreign Subsidiary. Any Subsidiary that is organized under the laws of
a jurisdiction other than the United States of America and the States (or the
District of Columbia) thereof.

         generally accepted accounting principles. (a) When used in ss 10,
whether directly or indirectly through reference to a capitalized term used
therein, means (i) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal quarter ended on September 30, 2000, and
(ii) to the extent consistent with such principles, the accounting practice of
the Borrower reflected in its financial statements for the period ended on
September 30, 2000, and (b) when used in general, other than as

<PAGE>
                                      -9-

provided above, means principles that are (i) consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, as in effect from time to time and (ii) consistently applied with
past financial statements of the Borrower adopting the same principles. No
"Accounting Changes" (as hereinafter defined) shall effect financial covenants,
standards or terms in this Credit Agreement; provided, that the Borrower shall
prepare footnotes to each Compliance Certificate and the financial statements
required to be delivered hereunder that show the differences between the
financial statements delivered hereunder (which reflect such Accounting Changes)
and the basis for calculating financial covenant compliance and the Leverage
Ratio set forth in computing the Applicable Margin (in each case without
reflecting such Accounting Changes). Accounting Changes shall mean (a) changes
in accounting principles required by generally accepted accounting principles
and implemented by the Borrower; (b) changes in accounting principles
recommended by the Borrower's certified public accountants and implemented by
the Borrower; and (c) changes in carrying value of the Borrower's or any of its
Subsidiaries' assets, liabilities or equity accounts resulting from any
adjustments that were applicable to, but not included in, any pro forma
calculations delivered to the Agent on or prior to the Closing Date. All such
adjustments resulting from expenditures made subsequent to the Closing Date
shall be treated as expenses in the period the expenditures are made.

         Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of ss 3(2) of ERISA maintained or contributed to by the Borrower or any
ERISA Affiliate the benefits of which are guaranteed on termination in full or
in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

         Guarantors. Collectively (a) THINK NewIdeas, Inc., a Delaware
corporation and wholly-owned Subsidiary of the Borrower and (b) each other
Subsidiary of the Borrower which elects to become a "Guarantor" pursuant
to ss 8.13 and complies with the requirements of ss 8.13.

         Guaranty. The Guaranty dated as of the date hereof or such later date
as is required by ss 8.13 made by each Guarantor in favor of the Banks and the
Agent pursuant to which each Guarantor guaranties to the Banks and the Agent the
payment and performance of the Obligations and in form and substance
satisfactory to the Banks and the Agent.

         Hazardous Substances. See ss 7.17(b).

         Indebtedness. As to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

                  (a) every obligation of such Person for money borrowed,

<PAGE>
                                      -10-

                  (b) every obligation of such Person evidenced by bonds,
         debentures, notes or other similar instruments, including obligations
         incurred in connection with the acquisition of property, assets or
         businesses,

                  (c) every reimbursement obligation of such Person with respect
         to letters of credit, bankers' acceptances or similar facilities issued
         for the account of such Person,

                  (d) every obligation of such Person issued or assumed as the
         deferred purchase price of property or services (including securities
         repurchase agreements and earnout arrangements (other than earnout
         arrangements which are payable solely in the form of the Borrower's
         capital stock which has been authorized but is not yet issued or in
         which the Borrower does not have to repurchase in order to pay such
         earnout) with sellers in any acquisition (but only to the extent such
         earnout has become due and payable or when such earnout would be
         required to be treated as a liability or debt pursuant to generally
         accepted accounting principles) but excluding trade accounts payable
         and excluding accrued liabilities arising in the ordinary course of
         business which are not overdue or which are being contested in good
         faith),

                  (e) every obligation of such Person under any Capitalized
         Lease,

                  (f) every obligation of such Person under any lease treated as
         an operating lease under generally accepted accounting principles and
         as a loan or financing for U.S. income tax purposes (a "Synthetic
         Lease"); provided, however, for purposes of this Credit Agreement
         synthetic leases shall not include any lease arrangement entered into
         by the Borrower for the lease of computer equipment so long as such
         arrangements are for substantially the same purpose as those computer
         lease arrangements existing on the Closing Date,

                  (g) all sales by such Person of (i) accounts or general
         intangibles for money due or to become due, (ii) chattel paper,
         instruments or documents creating or evidencing a right to payment of
         money or (iii) other receivables (collectively "receivables"), whether
         pursuant to a purchase facility or otherwise, other than in connection
         with the disposition of the business operations of such Person relating
         thereto or a disposition of defaulted receivables for collection and
         not as a financing arrangement, and together with any obligation of
         such Person to pay any discount, interest, fees, indemnities,
         penalties, recourse, expenses or other amounts in connection therewith,

                  (h) every obligation of such Person (an "equity related
         purchase obligation") to purchase, redeem, retire or otherwise acquire
         for value any shares of capital stock of any class issued by such
         Person,

<PAGE>
                                      -11-

         any warrants, options or other rights to acquire any such shares, or
         any rights measured by the value of such shares, warrants, options or
         other rights; provided, however, those items which are covered in the
         proviso to the defined term "Restricted Payment" shall not constitute
         Indebtedness for purposes of this paragraph (h),

                  (i) every obligation of such Person under any forward
         contract, futures contract, swap, option or other financing agreement
         or arrangement (including, without limitation, caps, floors, collars
         and similar agreements), the value of which is dependent upon interest
         rates, currency exchange rates, commodities or other indices,

                  (j) every obligation in respect of Indebtedness of any other
         entity (including any partnership in which such Person is a general
         partner) to the extent that such Person is liable therefor as a result
         of such Person's ownership interest in or other relationship with such
         entity, except to the extent that the terms of such Indebtedness
         provide that such Person is not liable therefor and such terms are
         enforceable under applicable law,

                  (k) every obligation, contingent or otherwise, of such Person
         guaranteeing, or having the economic effect of guarantying or otherwise
         acting as surety for, any obligation of a type described in any of
         clauses (a) through (j) (the "primary obligation") of another Person
         (the "primary obligor"), in any manner, whether directly or indirectly,
         and including, without limitation, any obligation of such Person (i) to
         purchase or pay (or advance or supply funds for the purchase of) any
         security for the payment of such primary obligation, (ii) to purchase
         property, securities or services for the purpose of assuring the
         payment of such primary obligation, or (iii) to maintain working
         capital, equity capital or other financial statement condition or
         liquidity of the primary obligor so as to enable the primary obligor to
         pay such primary obligation.

         The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (v) any Indebtedness, issued at a price that is
less than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with generally accepted
accounting principles, (w) any Capitalized Lease shall be the principal
component of the aggregate of the rentals obligation under such Capitalized
Lease payable over the term thereof that is not subject to termination by the
lessee, (x) any sale of receivables shall be the amount of unrecovered capital
or principal investment of the purchaser (other than the Borrower or any of its
wholly-owned Subsidiaries) thereof, excluding amounts representative of yield or
interest earned on such investment, (y) any synthetic lease shall be the
stipulated loss value, termination value or other equivalent amount and (z) any
equity related purchase obligation shall be the maximum fixed redemption or
purchase price thereof inclusive of any accrued and unpaid dividends to be
comprised in such redemption or purchase price.

<PAGE>
                                      -12-

         Ineligible Securities. Securities which may not be underwritten or
dealt in by member banks of the Federal Reserve System under Section 16 of the
Banking Act of 1993 (12 U.S.C. ss 24, Seventh), as amended.

         Interest Payment Date. (a) As to any Base Rate Loan, the last day of
the calendar quarter with respect to interest accrued during such calendar
quarter, including, without limitation, the calendar quarter which includes the
Drawdown Date of such Base Rate Loan; and (b) as to any LIBOR Rate Loan in
respect of which the Interest Period is (i) three (3) months or less, the last
day of such Interest Period and (ii) more than three (3) months, the date that
is three (3) months from the first day of such Interest Period and, in addition,
the last day of such Interest Period.

         Interest Period. With respect to each Revolving Credit Loan, (a)
initially, the period commencing on the Drawdown Date of such Revolving Credit
Loan and ending on the last day of one of the periods set forth below, as
selected by the Borrower in a Loan Request (i) for any Base Rate Loan, the last
day of the calendar quarter; and (ii) for any LIBOR Rate Loan, 1, 2, 3, or 6
months; and (b) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Revolving Credit Loan and ending on
the last day of one of the periods set forth above, as selected by the Borrower
in a Conversion Request; provided that all of the foregoing provisions relating
to Interest Periods are subject to the following:

                  (a) if any Interest Period with respect to a LIBOR Rate Loan
         would otherwise end on a day that is not a LIBOR Business Day, that
         Interest Period shall be extended to the next succeeding LIBOR Business
         Day unless the result of such extension would be to carry such Interest
         Period into another calendar month, in which event such Interest Period
         shall end on the immediately preceding LIBOR Business Day;

                  (b) if any Interest Period with respect to a Base Rate Loan
         would end on a day that is not a Business Day, that Interest Period
         shall end on the next succeeding Business Day;

                  (c) if the Borrower shall fail to give notice as provided in
         ss 2.7, the Borrower shall be deemed to have requested a conversion of
         the affected LIBOR Rate Loan to a Base Rate Loan and the continuance of
         all Base Rate Loans as Base Rate Loans on the last day of the then
         current Interest Period with respect thereto;

                  (d) any Interest Period that begins on the last LIBOR Business
         Day of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall end on the last LIBOR Business Day of a calendar month;
         and

<PAGE>
                                      -13-

                  (e) any Interest Period relating to any LIBOR Rate Loan that
         would otherwise extend beyond the Revolving Credit Loan Maturity Date
         shall end on the Revolving Credit Loan Maturity Date.

         International Standby Practices. With respect to any standby Letter of
Credit, International Standby Practices (ISP98), International Chamber of
Commerce Publication No. 590, or any successor code of standby letter of credit
practices among banks adopted by the Agent in the ordinary course of its
business as a standby letter of credit issuer and in effect at the time of
issuance of such Letter of Credit.

         Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person. In determining the aggregate
amount of Investments outstanding at any particular time: (a) the amount of any
Investment represented by a guaranty shall be taken at not less than the
principal amount of the obligations guaranteed and still outstanding; (b) there
shall be included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such interest is paid;
(c) there shall be deducted in respect of each such Investment any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment, liquidating dividend or liquidating distribution); (d) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such Investment, whether as dividends, interest or otherwise, except that
accrued interest included as provided in the foregoing clause (b) may be
deducted when paid; and (e) there shall not be deducted from the aggregate
amount of Investments any decrease in the value thereof.

         Letter of Credit. See ss 4.1.1.

         Letter of Credit Application. See ss 4.1.1.

         Letter of Credit Fee. See ss 4.6.

         Letter of Credit Participation. See ss 4.1.4.

         Leverage Ratio. As at any date of determination, the ratio of (a) Total
Funded Indebtedness of the Borrower and its Subsidiaries outstanding on such
date to (b) EBITDA of the Borrower and its Subsidiaries for the Reference Period
ended on such date.

         LIBOR Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Agent in its sole
discretion acting in good faith.

<PAGE>
                                      -14-

         LIBOR Lending Office. Initially, the office of each Bank designated as
such in Schedule 1 hereto; thereafter, such other office of such Bank, if any,
that shall be making or maintaining LIBOR Rate Loans.

         LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan,
the rate of interest equal to (a) the rate determined by the Agent at which
Dollar deposits for such Interest Period are offered based on information
presented on Telerate Page 3750 as of 11:00 a.m. London time on the second LIBOR
Business Day prior to the first day of such Interest Period, divided by (b) a
number equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable;
provided, however, if the rate described above does not appear on the Telerate
System on any applicable interest determination date, the LIBOR Rate shall be
the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of
a percentage point), determined on the basis of the offered rates for deposits
in U.S. dollars for a period of time comparable to such LIBOR Rate Loan which
are offered by four major banks in the London interbank market at approximately
11:00 a.m. London time, on the day that is two (2) London Banking Days preceding
the first day of such LIBOR Rate Loan as selected by Agent. The principal London
office of each of the four major London banks will be requested to provide a
quotation of its U.S. Dollar deposit offered rate. If at least two such
quotations are provided, the rate for that date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the rate
for that date will be determined on the basis of the rates quoted for loans in
U.S. dollars to leading European banks for a period of time comparable to such
LIBOR Rate Loan offered by major banks in New York City at approximately 11:00
a.m. New York City time, on the day that is two London Banking Days preceding
the first day of such LIBOR Rate Loan. In the event that the Agent is unable to
obtain any such quotation as provided above, it will be deemed that LIBOR
pursuant to a LIBOR Rate Loan cannot be determined.

         LIBOR Rate Loans. Revolving Credit Loans bearing interest calculated by
reference to the LIBOR Rate.

         Loan Documents. This Credit Agreement, the Revolving Credit Notes, the
Letter of Credit Applications, the Letters of Credit, the Fee Letter and the
Guaranty.

         Loan Request. Seess 2.6.

         Majority Banks. As of any date, the Banks holding at least fifty one
percent (51%) of the outstanding principal amount of the Revolving Credit Notes
on such date; and if no such principal is outstanding, the Banks whose aggregate
Commitments constitutes at least fifty one percent (51%) of the Total
Commitment.

         Maximum Drawing Amount. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit,

<PAGE>
                                      -15-


as such aggregate amount may be reduced from time to time pursuant to the terms
of the Letters of Credit.

         Multiemployer Plan. Any multiemployer plan within the meaning
of ss 3(37) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate.

         Net Cash Proceeds. With respect to any Equity Issuance, the excess of
the gross cash proceeds received by such Person from such Equity Issuance after
deduction of reasonable and customary transaction expenses (including without
limitation, underwriting discounts and commissions) actually incurred in
connection with the Equity Issuance.

         Net Cash Sale Proceeds. The net cash proceeds received by the Borrower
and any of its Subsidiaries in respect of any Asset Sale, less the sum of (a)
all reasonable out-of-pocket fees, commissions and other expenses incurred in
connection with such Asset Sale, including the amount (estimated in good faith
by such Person) of income, franchise, sales and other applicable taxes required
to be paid by such Person in connection with such Asset Sale and (b) the
aggregate amount of cash so received by such Person which is used to retire (in
whole or in part) any Indebtedness (other than under the Loan Documents) of such
Person permitted by this Credit Agreement that was secured by a lien or security
interest (if any) permitted by this Credit Agreement having priority over the
liens and security interests (if any) of the Agent, for the benefit of the
Banks, with respect to such assets transferred, and which is required to be
repaid in whole or in part (which repayment, in the case of any other revolving
credit arrangements or multiple advance arrangements, reduces the commitment
thereunder) in connection with such Asset Sale.

         Obligations. All indebtedness, obligations and liabilities of any of
the Borrower and its Subsidiaries to any of the Banks and the Agent,
individually or collectively, existing on the date of this Credit Agreement or
arising thereafter, direct or indirect, joint or several, absolute or
contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or
incurred under this Credit Agreement or any of the other Loan Documents or in
respect of any of the Revolving Credit Loans made or Reimbursement Obligations
incurred or any of the Revolving Credit Notes, Letter of Credit Applications,
Letters of Credit, or other instruments at any time evidencing any thereof.

         outstanding. With respect to the Revolving Credit Loans, the aggregate
unpaid principal thereof as of any date of determination.

         PBGC. The Pension Benefit Guaranty Corporation created by ss 4002 of
ERISA and any successor entity or entities having similar responsibilities.

         Permitted Acquisition. See ss 9.5.1.

<PAGE>
                                      -16-

         Permitted Liens. Liens, security interests and other encumbrances
permitted by ss 9.2.

         Person. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

         Rate Adjustment Period. See the definition of Applicable Margin.

         RCRA. See ss 7.17(a).

         Real Estate. All real property at any time owned or leased (as lessee
or sublessee) by the Borrower or any of its Subsidiaries.

         Record. The grid attached to a Revolving Credit Note, or the
continuation of such grid, or any other similar record, including computer
records, maintained by any Bank with respect to any Revolving Credit Loan
referred to in such Revolving Credit Note.

         Reference Period. As of any date of determination, the period of four
(4) consecutive fiscal quarters of the Borrower and its Subsidiaries ending on
such date, or if such date is not a fiscal quarter end date, the period of four
(4) consecutive fiscal quarters most recently ended.

         Register. See ss 19.3.

         Reimbursement Obligation. The Borrower's obligation to reimburse the
Agent and the Banks on account of any drawing under any Letter of Credit as
provided in ss 4.2.

         Restricted Payment. In relation to the Borrower and its Subsidiaries,
any (a) Distribution or (b) payment or prepayment by the Borrower or its
Subsidiaries to its shareholders or to any other Affiliate of the Borrower, any
of its Subsidiaries or the Borrower's shareholders; provided, however, the term
"Restricted Payment" shall not include retirements or cancellations of capital
stock in connection with conversions pursuant to existing equity arrangements of
the Borrower.

         Revolving Credit Loan Maturity Date. November 28, 2003.

         Revolving Credit Loans. Revolving credit loans made or to be made by
the Banks to the Borrower pursuant to ss 2.

         Revolving Credit Notes. See ss 2.4.

         SARA. See ss 7.17(a).

         Section 20 Subsidiary. A Subsidiary of the bank holding company
controlling any Bank, which Subsidiary has been granted authority by the Federal
Reserve Board to underwrite and deal in certain Ineligible Securities.

<PAGE>
                                      -17-

         Subordinated Debt. Unsecured Indebtedness of the Borrower or any of its
Subsidiaries incurred in connection with any Permitted Acquisition that is
expressly subordinated and made junior to the payment and performance in full of
the Obligations, and evidenced by a written instrument containing subordination
provisions in form and substance approved by the Banks in writing.

         Subsidiary. Any corporation, association, trust, or other business
entity of which the designated parent shall at any time own directly or
indirectly through a Subsidiary or Subsidiaries at least a majority (by number
of votes) of the outstanding Voting Stock.

         Synthetic Lease. As defined in the definition of "Indebtedness".

         Total Commitment. The sum of the Commitments of the Banks, as in effect
from time to time.

         Total Funded Indebtedness. All Indebtedness of the Borrower and its
Subsidiaries for borrowed money (including without limitation, all guarantees by
such Person of Indebtedness of others for borrowed money and all issued and
outstanding Letters of Credit), purchase money Indebtedness (including without
limitation any cash earnout arrangements) and with respect to Capitalized Leases
and Synthetic Leases, determined on a consolidated basis in accordance with
generally accepted accounting principles.

         Type. As to any Revolving Credit Loan, its nature as a Base Rate Loan
or a LIBOR Rate Loan.

         Uniform Customs. With respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500 or any successor version thereto adopted
by the Agent in the ordinary course of its business as a letter of credit issuer
and in effect at the time of issuance of such Letter of Credit.

         Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which
the Borrower does not reimburse the Agent and the Banks on the date specified
in, and in accordance with, ss 4.2.

         Voting Stock. Stock or similar interests, of any class or classes
(however designated), the holders of which are at the time entitled, as such
holders, to vote for the election of a majority of the directors (or persons
performing similar functions) of the corporation, association, trust or other
business entity involved, whether or not the right so to vote exists by reason
of the happening of a contingency.

<PAGE>
                                      -18-

         1.2. Rules of Interpretation.

                  (a) A reference to any document or agreement shall include
         such document or agreement as amended, modified or supplemented from
         time to time in accordance with its terms and the terms of this Credit
         Agreement.

                  (b) The singular includes the plural and the plural includes
         the singular.

                  (c) A reference to any law includes any amendment or
         modification to such law.

                  (d) A reference to any Person includes its permitted
         successors and permitted assigns.

                  (e) Accounting terms not otherwise defined herein have the
         meanings assigned to them by generally accepted accounting principles
         applied on a consistent basis by the accounting entity to which they
         refer.

                  (f) The words "include", "includes" and "including" are not
         limiting.

                  (g) All terms not specifically defined herein or by generally
         accepted accounting principles, which terms are defined in the Uniform
         Commercial Code as in effect in the Commonwealth of Massachusetts, have
         the meanings assigned to them therein, with the term "instrument" being
         that defined under Article 9 of the Uniform Commercial Code.

                  (h) Reference to a particular "ss" refers to that section of
         this Credit Agreement unless otherwise indicated.

                  (i) The words "herein", "hereof", "hereunder" and words of
         like import shall refer to this Credit Agreement as a whole and not to
         any particular section or subdivision of this Credit Agreement.

                  (j) Unless otherwise expressly indicated, in the computation
         of periods of time from a specified date to a later specified date, the
         word "from" means "from and including," the words "to" and "until" each
         mean "to but excluding," and the word "through" means "to and
         including."

                  (k) This Credit Agreement and the other Loan Documents may use
         several different limitations, tests or measurements to regulate the
         same or similar matters. All such limitations, tests and measurements
         are, however, cumulative and are to be performed in accordance with the
         terms thereof.

                  (l) This Credit Agreement and the other Loan Documents are the
         result of negotiation among, and have been reviewed by

<PAGE>
                                      -19-

         counsel to, among others, the Agent and the Borrower and are the
         product of discussions and negotiations among all parties. Accordingly,
         this Credit Agreement and the other Loan Documents are not intended to
         be construed against the Agent or any of the Banks merely on account of
         the Agent's or any Bank's involvement in the preparation of such
         documents.

                       2. THE REVOLVING CREDIT FACILITY.

         2.1. Commitment To Lend. Subject to the terms and conditions set forth
in this Credit Agreement, each of the Banks severally agrees to lend to the
Borrower and the Borrower may borrow, repay, and reborrow from time to time
between the Closing Date and the Revolving Credit Loan Maturity Date upon notice
by the Borrower to the Agent given in accordance with ss 2.6, such sums as are
requested by the Borrower up to a maximum aggregate principal amount outstanding
(after giving effect to all amounts requested) at any one time equal to such
Bank's Commitment minus such Bank's Commitment Percentage of the sum of the
Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that
the sum of the outstanding amount of the Revolving Credit Loans (after giving
effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations shall not at any time exceed the Total Commitment. The
Revolving Credit Loans shall be made pro rata in accordance with each Bank's
Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall
constitute a representation and warranty by the Borrower that the conditions set
forth in ss 11 and ss 12, in the case of the initial Revolving Credit Loans to
be made on the Closing Date, and ss 12, in the case of all other Revolving
Credit Loans, have been satisfied on the date of such request.

         2.2. Commitment Fee. The Borrower agrees to pay to the Agent for the
accounts of the Banks in accordance with their respective Commitment Percentages
a commitment fee calculated at the rate of the Commitment Fee Rate per annum on
the average daily amount during each calendar quarter or portion thereof from
the date hereof to the Revolving Credit Loan Maturity Date by which the Total
Commitment minus the sum of the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations exceeds the outstanding amount of Revolving Credit
Loans during such calendar quarter. The commitment fee shall be payable
quarterly in arrears on the first day of each calendar quarter for the
immediately preceding calendar quarter commencing on the first such date
following the date hereof, with a final payment on the Revolving Credit Maturity
Date or any earlier date on which the Commitments shall terminate.

         2.3. Reduction of Total Commitment. The Borrower shall have the right
at any time and from time to time upon five (5) Business Days prior written
notice to the Agent to reduce by $1,000,000 or an integral multiple thereof or
terminate entirely the unborrowed portion of the Total Commitment, whereupon the
Commitments of the Banks shall be reduced pro rata in accordance with their
respective Commitment Percentages of the

<PAGE>
                                      -20-


amount specified in such notice or, as the case may be, terminated. Promptly
after receiving any notice of the Borrower delivered pursuant to this ss 2.3,
the Agent will notify the Banks of the substance thereof. Upon the effective
date of any such reduction or termination, the Borrower shall pay to the Agent
for the respective accounts of the Banks the full amount of any commitment fee
then accrued on the amount of the reduction. No reduction of the Commitments may
be reinstated.

         2.4. The Revolving Credit Notes. The Revolving Credit Loans shall be
evidenced by separate promissory notes of the Borrower in substantially the form
of Exhibit A hereto (each a "Revolving Credit Note"), dated as of the Closing
Date and completed with appropriate insertions. One Revolving Credit Note shall
be payable to the order of each Bank in a principal amount equal to such Bank's
Commitment or, if less, the outstanding amount of all Revolving Credit Loans
made by such Bank, plus interest accrued thereon, as set forth below. The
Borrower irrevocably authorizes each Bank to make or cause to be made, at or
about the time of the Drawdown Date of any Revolving Credit Loan or at the time
of receipt of any payment of principal on such Bank's Revolving Credit Note, an
appropriate notation on such Bank's Record reflecting the making of such
Revolving Credit Loan or (as the case may be) the receipt of such payment. The
outstanding amount of the Revolving Credit Loans set forth on such Bank's Record
shall be prima facie evidence of the principal amount thereof owing and unpaid
to such Bank, but the failure to record, or any error in so recording, any such
amount on such Bank's Record shall not limit or otherwise affect the obligations
of the Borrower hereunder or under any Revolving Credit Note to make payments of
principal of or interest on any Revolving Credit Note when due.

         2.5. Interest on Revolving Credit Loans. Except as otherwise provided
in ss 5.10,

                  (a) Each Base Rate Loan shall bear interest for the period
         commencing with the Drawdown Date thereof and ending on the last day of
         the Interest Period with respect thereto at the rate per annum equal to
         the Base Rate plus the Applicable Margin.

                  (b) Each LIBOR Rate Loan shall bear interest for the period
         commencing with the Drawdown Date thereof and ending on the last day of
         the Interest Period with respect thereto at the rate per annum equal to
         the LIBOR Rate determined for such Interest Period plus the Applicable
         Margin.

                  (c) The Borrower promises to pay interest on each Revolving
         Credit Loan in arrears on each Interest Payment Date with respect
         thereto.

         2.6. Requests for Revolving Credit Loans. The Borrower shall give to
the Agent written notice in the form of Exhibit B hereto (or telephonic notice
confirmed in a writing in the form of Exhibit B hereto) of each Revolving Credit
Loan requested hereunder (a "Loan Request") no later than

<PAGE>
                                      -21-

(a) 11:00 a.m. (Boston time) on the day of the proposed Drawdown Date of any
Base Rate Loan and (b) three (3) LIBOR Business Days prior to the proposed
Drawdown Date of any LIBOR Rate Loan. Each such notice shall specify (i) the
principal amount of the Revolving Credit Loan requested, (ii) the proposed
Drawdown Date of such Revolving Credit Loan, (iii) the Interest Period for such
Revolving Credit Loan and (iv) the Type of such Revolving Credit Loan. Promptly
upon receipt of any such notice, the Agent shall notify each of the Banks
thereof. Each such notice shall be irrevocable and binding on the Borrower and
shall obligate the Borrower to accept the Revolving Credit Loan requested from
the Banks on the proposed Drawdown Date. Each Loan Request shall be in a minimum
aggregate amount of $500,000 or an integral multiple thereof.

         2.7. Conversion Options.

                  2.7.1. Conversion to Different Type of Revolving Credit Loan.
         The Borrower may elect from time to time to convert any outstanding
         Revolving Credit Loan to a Revolving Credit Loan of another Type,
         provided that (a) with respect to any such conversion of a Revolving
         Credit Loan to a Base Rate Loan, the Borrower shall give the Agent at
         least two (2) Business Days prior written notice of such election; (b)
         with respect to any such conversion of a LIBOR Rate Loan into a
         Revolving Credit Loan of another Type, such conversion shall only be
         made on the last day of the Interest Period with respect thereto; (c)
         with respect to any such conversion of a Base Rate Loan to a LIBOR Rate
         Loan, the Borrower shall give the Agent at least three (3) LIBOR
         Business Days prior written notice of such election and (d) no
         Revolving Credit Loan may be converted into a LIBOR Rate Loan when any
         Default or Event of Default has occurred and is continuing. On the date
         on which such conversion is being made each Bank shall take such action
         as is necessary to transfer its Commitment Percentage of such Revolving
         Credit Loans to its Domestic Lending Office or its LIBOR Lending
         Office, as the case may be. All or any part of outstanding Revolving
         Credit Loans of any Type may be converted as provided herein, provided
         that partial conversions shall be in an aggregate principal amount of
         $500,000 or a whole multiple thereof. Each Conversion Request relating
         to the conversion of a Revolving Credit Loan to a LIBOR Rate Loan shall
         be irrevocable by the Borrower.

                  2.7.2. Continuation of Type of Revolving Credit Loan. Any
         Revolving Credit Loans of any Type may be continued as such upon the
         expiration of an Interest Period with respect thereto by compliance by
         the Borrower with the notice provisions contained in ss 2.7.1; provided
         that no LIBOR Rate Loan may be continued as such when any Default or
         Event of Default has occurred and is continuing, but shall be
         automatically converted to a Base Rate Loan on the last day of the
         first Interest Period relating thereto ending during the continuance of
         any Default or Event of Default of which the officers of the Agent
         active upon the Borrower's account have actual knowledge.

<PAGE>
                                      -22-

         In the event that the Borrower fails to provide any such notice with
         respect to the continuation of any LIBOR Rate Loan as such, then such
         LIBOR Rate Loan shall be automatically converted to a Base Rate Loan on
         the last day of the first Interest Period relating thereto. The Agent
         shall notify the Banks promptly when any such automatic conversion
         contemplated by this ss 2.7 is scheduled to occur.

                  2.7.3. LIBOR Rate Loans. Any conversion to or from LIBOR Rate
         Loans shall be in such amounts and be made pursuant to such elections
         so that, after giving effect thereto, the aggregate principal amount of
         all LIBOR Rate Loans having the same Interest Period shall not be less
         than $500,000 or a whole multiple of $250,000 in excess thereof.

         2.8. Funds for Revolving Credit Loans.

                  2.8.1. Funding Procedures. Not later than 11 o'clock a.m.
         (Boston time) on the proposed Drawdown Date of any Revolving Credit
         Loans, each of the Banks will make available to the Agent, at the
         Agent's Office, in immediately available funds, the amount of such
         Bank's Commitment Percentage of the amount of the requested Revolving
         Credit Loans. Upon receipt from each Bank of such amount, and upon
         receipt of the documents required by ss 1 and 12 and the
         satisfaction of the other conditions set forth therein, to the extent
         applicable, the Agent will make available to the Borrower the aggregate
         amount of such Revolving Credit Loans made available to the Agent by
         the Banks. The failure or refusal of any Bank to make available to the
         Agent at the aforesaid time and place on any Drawdown Date the amount
         of its Commitment Percentage of the requested Revolving Credit Loans
         shall not relieve any other Bank from its several obligation hereunder
         to make available to the Agent the amount of such other Bank's
         Commitment Percentage of any requested Revolving Credit Loans.

                  2.8.2. Advances by Agent. The Agent may, unless notified to
         the contrary by any Bank prior to a Drawdown Date, assume that such
         Bank has made available to the Agent on such Drawdown Date the amount
         of such Bank's Commitment Percentage of the Revolving Credit Loans to
         be made on such Drawdown Date, and the Agent may (but it shall not be
         required to), in reliance upon such assumption, make available to the
         Borrower a corresponding amount. If any Bank makes available to the
         Agent such amount on a date after such Drawdown Date, such Bank shall
         pay to the Agent on demand an amount equal to the product of (a) the
         average computed for the period referred to in clause (c) below, of the
         weighted average interest rate paid by the Agent for federal funds
         acquired by the Agent during each day included in such period, times
         (b) the amount of such Bank's Commitment Percentage of such Revolving
         Credit Loans, times (c) a fraction, the numerator of which is the
         number of days that elapse from and including such Drawdown Date to the
         date on which

<PAGE>
                                      -23-

         the amount of such Bank's Commitment Percentage of such Revolving
         Credit Loans shall become immediately available to the Agent, and the
         denominator of which is 365. A statement of the Agent submitted to such
         Bank with respect to any amounts owing under this paragraph shall be
         prima facie evidence of the amount due and owing to the Agent by such
         Bank. If the amount of such Bank's Commitment Percentage of such
         Revolving Credit Loans is not made available to the Agent by such Bank
         within three (3) Business Days following such Drawdown Date, the Agent
         shall be entitled to recover such amount from the Borrower on demand,
         with interest thereon at the rate per annum applicable to the Revolving
         Credit Loans made on such Drawdown Date.

                   3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

         3.1. Maturity. The Borrower promises to pay on the Revolving Credit
Loan Maturity Date, and there shall become absolutely due and payable on the
Revolving Credit Loan Maturity Date, all of the Revolving Credit Loans
outstanding on such date, together with any and all accrued and unpaid interest
thereon.

         3.2. Mandatory Repayments of Revolving Credit Loans. If at any time the
sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing
Amount and all Unpaid Reimbursement Obligations exceeds the Total Commitment,
then the Borrower shall immediately pay the amount of such excess to the Agent
for the respective accounts of the Banks for application: first, to any Unpaid
Reimbursement Obligations; second, to the Revolving Credit Loans; and third, to
provide to the Agent cash collateral for Reimbursement Obligations as
contemplated by ss 4.2(b) and (c). Each payment of any Unpaid Reimbursement
Obligations or prepayment of Revolving Credit Loans shall be allocated among the
Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation
or (as the case may be) the respective unpaid principal amount of each Bank's
Revolving Credit Note, with adjustments to the extent practicable to equalize
any prior payments or repayments not exactly in proportion. In addition, in the
event the Borrower or any of its Subsidiaries receives any (a) Net Cash Sale
Proceeds from any Asset Sales; (b) proceeds of insurance claims which have not
been reinvested by the Borrower or such Subsidiary in replacement assets or to
repair the asset so damaged, as the case may be, with 180 days of receipt by
such Person of such proceeds or (c) Net Cash Proceeds from any Equity Issuances
(other than Net Cash Proceeds received by the Borrower from an employee pursuant
to the exercise by such employee of any stock options, warrants or similar
rights held by such employee under an employee and/or management stock option
plan) by the Borrower and its Subsidiaries after the Closing Date, the Borrower
shall, immediately upon receipt thereof, make a prepayment of principal on the
Revolving Credit Loans in an amount equal to 100% of such Net Cash Sale
Proceeds, proceeds of insurance claims or Net Cash Proceeds, as the case may be,
to reduce the outstanding amount of such Revolving Credit Loans.

<PAGE>
                                      -24-

         3.3. Optional Repayments of Revolving Credit Loans. The Borrower shall
have the right, at its election, to repay the outstanding amount of the
Revolving Credit Loans, as a whole or in part, at any time without penalty or
premium, provided that the full or partial prepayment of the outstanding amount
of any LIBOR Rate Loans pursuant to this ss 3.3 may be made only on the last day
of the Interest Period relating thereto. The Borrower shall give the Agent, no
later than 11:00 a.m., Boston time, on the day of the proposed repayment,
written notice of any proposed repayment pursuant to this ss 3.3 of Base Rate
Loans, and three (3) LIBOR Business Days notice of any proposed repayment
pursuant to this ss 3.3 of LIBOR Rate Loans, in each case, specifying the
proposed date of payment of Revolving Credit Loans and the principal amount to
be paid. Each such partial prepayment of the Revolving Credit Loans shall be in
an integral multiple of $100,000, shall be accompanied by the payment of accrued
interest on the principal repaid to the date of payment and shall be applied
first to the principal of Base Rate Loans and then to the principal of LIBOR
Rate Loans. Each partial prepayment shall be allocated among the Banks, in
proportion, as nearly as practicable, to the respective unpaid principal amount
of each Bank's Revolving Credit Note, with adjustments to the extent practicable
to equalize any prior repayments not exactly in proportion.

                              4. LETTERS OF CREDIT.

         4.1. Letter of Credit Commitments.

                  4.1.1. Commitment to Issue Letters of Credit. Subject to the
         terms and conditions hereof and the execution and delivery by the
         Borrower of a letter of credit application on the Agent's customary
         form (a "Letter of Credit Application"), the Agent on behalf of the
         Banks and in reliance upon the agreement of the Banks set forth in
         ss 4.1.4 and upon the representations and warranties of the Borrower
         contained herein, agrees, in its individual capacity, to issue, extend
         and renew for the account of the Borrower one or more standby or
         documentary letters of credit (individually, a "Letter of Credit"), in
         such form as may be requested from time to time by the Borrower and
         agreed to by the Agent; provided, however, that, after giving effect to
         such request, (a) the sum of the aggregate Maximum Drawing Amount and
         all Unpaid Reimbursement Obligations shall not exceed $5,000,000 at any
         one time and (b) the sum of (i) the Maximum Drawing Amount on all
         Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii)
         the amount of all Revolving Credit Loans outstanding shall not exceed
         the Total Commitment. The parties hereto acknowledge that any letter of
         credit previously issued by Fleet for the Borrower's account which
         remains outstanding on the Closing Date shall, on the Closing Date, be
         a Letter of Credit hereunder.

                  4.1.2. Letter of Credit Applications. Each Letter of Credit
         Application shall be completed to the satisfaction of the Agent. In the
         event that any provision of any Letter of Credit Application shall be

<PAGE>
                                      -25-

         inconsistent with any provision of this Credit Agreement, then the
         provisions of this Credit Agreement shall, to the extent of any such
         inconsistency, govern.

                  4.1.3. Terms of Letters of Credit. Each Letter of Credit
         issued, extended or renewed hereunder shall, among other things, (a)
         provide for the payment of sight drafts for honor thereunder when
         presented in accordance with the terms thereof and when accompanied by
         the documents described therein, and (b) have an expiry date no later
         than the date which is fourteen (14) days (or, if the Letter of Credit
         is confirmed by a confirmer or otherwise provides for one or more
         nominated persons, forty-five (45) days) prior to the Revolving Credit
         Loan Maturity Date (unless a later date has been agreed to by the Agent
         and the Banks in their sole and absolute discretion). Each Letter of
         Credit so issued, extended or renewed shall be subject to the Uniform
         Customs or, in the case of a standby Letter of Credit, either the
         Uniform Customs or the International Standby Practices.

                  4.1.4. Reimbursement Obligations of Banks. Each Bank severally
         agrees that it shall be absolutely liable, without regard to the
         occurrence of any Default or Event of Default or any other condition
         precedent whatsoever, to the extent of such Bank's Commitment
         Percentage, to reimburse the Agent on demand for the amount of each
         draft paid by the Agent under each Letter of Credit to the extent that
         such amount is not reimbursed by the Borrower pursuant to ss 4.2 (such
         agreement for a Bank being called herein the "Letter of Credit
         Participation" of such Bank).

                  4.1.5. Participations of Banks. Each such payment made by a
         Bank shall be treated as the purchase by such Bank of a participating
         interest in the Borrower's Reimbursement Obligation under ss 4.2 in an
         amount equal to such payment. Each Bank shall share in accordance with
         its participating interest in any interest which accrues pursuant to
         ss 4.2.

         4.2. Reimbursement Obligation of the Borrower. In order to induce the
Agent to issue, extend and renew each Letter of Credit and the Banks to
participate therein, the Borrower hereby agrees to reimburse or pay to the
Agent, for the account of the Agent or (as the case may be) the Banks, with
respect to each Letter of Credit issued, extended or renewed by the Agent
hereunder,

                  (a) except as otherwise expressly provided in ss 4.2(b) and
         (c), on each date that any draft presented under such Letter of Credit
         is honored by the Agent, or the Agent otherwise makes a payment with
         respect thereto, (i) the amount paid by the Agent under or with respect
         to such Letter of Credit, and (ii) the amount of any taxes, fees,
         charges or other costs and expenses whatsoever incurred by the

<PAGE>
                                      -26-

         Agent or any Bank in connection with any payment made by the Agent or
         any Bank under, or with respect to, such Letter of Credit,

                  (b) upon the reduction (but not termination) of the Total
         Commitment to an amount less than the Maximum Drawing Amount, an amount
         equal to such difference, which amount shall be held by the Agent for
         the benefit of the Banks and the Agent as cash collateral for all
         Reimbursement Obligations, and

                  (c) upon the termination of the Total Commitment, or the
         acceleration of the Reimbursement Obligations with respect to all
         Letters of Credit in accordance with ss 13, an amount equal to the then
         Maximum Drawing Amount on all Letters of Credit, which amount shall be
         held by the Agent for the benefit of the Banks and the Agent as cash
         collateral for all Reimbursement Obligations.

Each such payment shall be made to the Agent at the Agent's Office in
immediately available funds. Interest on any and all amounts remaining unpaid by
the Borrower under this ss 4.2 at any time from the date such amounts become due
and payable (whether as stated in this ss 4.2, by acceleration or otherwise)
until payment in full (whether before or after judgment) shall be payable to the
Agent on demand at the rate specified in ss 6.11 for overdue principal on the
Revolving Credit Loans.

         4.3. Letter of Credit Payments. If any draft shall be presented or
other demand for payment shall be made under any Letter of Credit, the Agent
shall notify the Borrower of the date and amount of the draft presented or
demand for payment and of the date and time when it expects to pay such draft or
honor such demand for payment. If the Borrower fails to reimburse the Agent as
provided in ss 4.2 on or before the date that such draft is paid or other
payment is made by the Agent, the Agent may at any time thereafter notify the
Banks of the amount of any such Unpaid Reimbursement Obligation. No later than
3:00 p.m. (Boston time) on the Business Day next following the receipt of such
notice, each Bank shall make available to the Agent, at the Agent's Office, in
immediately available funds, such Bank's Commitment Percentage of such Unpaid
Reimbursement Obligation, together with an amount equal to the product of (a)
the average, computed for the period referred to in clause (c) below, of the
weighted average interest rate paid by the Agent for federal funds acquired by
the Agent during each day included in such period, times (b) the amount equal to
such Bank's Commitment Percentage of such Unpaid Reimbursement Obligation, times
(c) a fraction, the numerator of which is the number of days that elapse from
and including the date the Agent paid the draft presented for honor or otherwise
made payment to the date on which such Bank's Commitment Percentage of such
Unpaid Reimbursement obligation shall become immediately available to the Agent,
and the denominator of which is 360. The responsibility of the Agent to the
Borrower and the Banks shall be only to determine that the documents (including
each draft) delivered under each Letter of Credit in connection with such
presentment shall be in conformity in all material respects with such Letter of
Credit.

<PAGE>
                                      -27-

         4.4. Obligations Absolute. The Borrower's obligations under this ss 4
shall be absolute and unconditional under any and all circumstances and
irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which the Borrower may have or have had against the Agent, any Bank or any
beneficiary of a Letter of Credit. The Borrower further agrees with the Agent
and the Banks that the Agent and the Banks shall not be responsible for, and the
Borrower's Reimbursement Obligations under ss 4.2 shall not be affected by,
among other things, the validity or genuineness of documents or of any
endorsements thereon, even if such documents should in fact prove to be in any
or all respects invalid, fraudulent or forged, or any dispute between or among
the Borrower, the beneficiary of any Letter of Credit or any financing
institution or other party to which any Letter of Credit may be transferred or
any claims or defenses whatsoever of the Borrower against the beneficiary of any
Letter of Credit or any such transferee. The Agent and the Banks shall not be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit. The Borrower agrees that any action taken or omitted by
the Agent or any Bank under or in connection with each Letter of Credit and the
related drafts and documents, if done in good faith, shall be binding upon the
Borrower and shall not result in any liability on the part of the Agent or any
Bank to the Borrower.

         4.5. Reliance by Issuer. To the extent not inconsistent with ss 4.4,
the Agent shall be entitled to rely, and shall be fully protected in relying
upon, any Letter of Credit, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel, independent accountants and
other experts selected by the Agent. The Agent shall be fully justified in
failing or refusing to take any action under this Credit Agreement unless it
shall first have received such advice or concurrence of the Majority Banks as it
reasonably deems appropriate or it shall first be indemnified to its reasonable
satisfaction by the Banks against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Credit Agreement in accordance with a request of the Majority
Banks, and such request and any action taken or failure to act pursuant thereto
shall be binding upon the Banks and all future holders of the Revolving Credit
Notes or of a Letter of Credit Participation.

         4.6. Letter of Credit Fee. The Borrower shall, pay a fee (in each case,
a "Letter of Credit Fee") to the Agent in an amount equal to the Letter of
Credit Fee Rate then in effect times the aggregate face amount of such Letter of
Credit plus, to the extent there is more than one (1) Bank party to this Credit
Agreement, an amount equal to .125% per annum on the aggregate face amount of
such Letter of Credit which shall be for the

<PAGE>
                                      -28-

account of the Agent, as a fronting fee, and the balance of which Letter of
Credit Fee shall be for the accounts of the Banks in accordance with their
respective Commitment Percentages, such Letter of Credit Fee to be due and
payable quarterly in arrears. In respect of each Letter of Credit, the Borrower
shall also pay to the Agent for the Agent's own account, at such other time or
times as such charges are customarily made by the Agent, the Agent's customary
issuance, amendment, negotiation or document examination and other
administrative fees as in effect from time to time. Notwithstanding anything to
the contrary contained herein, the Letter of Credit Fee for any Letter of Credit
which was issued by Fleet prior to September 30, 2000 shall, until the first
Adjustment Date to occur after the Closing Date, be in an amount equal to the
Letter of Credit Fee Rate applicable to Tier 1 times the aggregate face amount
of such Letter of Credit.

                         5. CERTAIN GENERAL PROVISIONS.

         5.1. Closing Fee. The Borrower agrees to pay to the Agent for the
Agent's own account on the Closing Date a closing fee in the amount set forth in
the Fee Letter.

         5.2. Funds for Payments.

                  5.2.1. Payments to Agent. All payments of principal, interest,
         Reimbursement Obligation, commitment fees, Letter of Credit Fees and
         any other amounts due hereunder or under any of the other Loan
         Documents shall be made on the due date thereof to the Agent in
         Dollars, for the respective accounts of the Banks and the Agent, at the
         Agent's Office or at such other place that the Agent may from time to
         time designate, in each case at or about 11:00 a.m. (Boston time or
         other local time at the place of payment) and in immediately available
         funds.

                  5.2.2. No Offset, etc. All payments by the Borrower hereunder
         and under any of the other Loan Documents shall be made without setoff
         or counterclaim and free and clear of and without deduction for any
         taxes, levies, imposts, duties, charges, fees, deductions,
         withholdings, compulsory loans, restrictions or conditions of any
         nature now or hereafter imposed or levied by any jurisdiction or any
         political subdivision thereof or taxing or other authority therein
         unless the Borrower is compelled by law to make such deduction or
         withholding. If any such obligation is imposed upon the Borrower with
         respect to any amount payable by it hereunder or under any of the other
         Loan Documents, the Borrower will pay to the Agent, for the account of
         the Banks or (as the case may be) the Agent, on the date on which such
         amount is due and payable hereunder or under such other Loan Document,
         such additional amount in Dollars as shall be necessary to enable the
         Banks or the Agent to receive the same net amount which the Banks or
         the Agent would have received on such due date had no such obligation
         been imposed upon the Borrower. The Borrower will deliver promptly to

<PAGE>
                                      -29-

         the Agent certificates or other valid vouchers for all taxes or other
         charges deducted from or paid with respect to payments made by the
         Borrower hereunder or under such other Loan Document.

         5.3. Computations. All computations of interest on the Revolving Credit
Loans consisting of Base Rate Loans shall be based on a 365-day year and paid
for the actual number of days elapsed. All computations of interest on the
Revolving Credit Loans consisting of LIBOR Rate Loans and of Letter of Credit
Fees, commitment or other fees shall be based on a 360-day year and paid for the
actual number of days elapsed. Except as otherwise provided in the definition of
the term "Interest Period" with respect to LIBOR Rate Loans, whenever a payment
hereunder or under any of the other Loan Documents becomes due on a day that is
not a Business Day, the due date for such payment shall be extended to the next
succeeding Business Day, and interest shall accrue during such extension. The
outstanding amount of the Revolving Credit Loans as reflected on the Records
from time to time shall be considered correct and binding on the Borrower unless
within five (5) Business Days after receipt of any notice by the Agent or any of
the Banks of such outstanding amount, the Borrower shall notify the Agent or
such Bank to the contrary.

         5.4. Inability to Determine LIBOR Rate. In the event, prior to the
commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent
shall determine or be notified by the Majority Banks that adequate and
reasonable methods do not exist for ascertaining the LIBOR Rate that would
otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan
during any Interest Period, the Agent shall forthwith give notice of such
determination (which shall be conclusive and binding on the Borrower and the
Banks) to the Borrower and the Banks. In such event (a) any Loan Request or
Conversion Request with respect to LIBOR Rate Loans shall be automatically
withdrawn and shall be deemed a request for Base Rate Loans, (b) each LIBOR Rate
Loan will automatically, on the last day of the then current Interest Period
thereof, become a Base Rate Loan, and (c) the obligations of the Banks to make
LIBOR Rate Loans shall be suspended until the Agent or the Majority Banks
determine that the circumstances giving rise to such suspension no longer exist,
whereupon the Agent or, as the case may be, the Agent upon the instruction of
the Majority Banks, shall so notify the Borrower and the Banks.

         5.5. Illegality. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or in the interpretation
or application thereof shall make it unlawful for any Bank to make or maintain
LIBOR Rate Loans, such Bank shall forthwith give notice of such circumstances to
the Borrower and the other Banks and thereupon (a) the commitment of such Bank
to make LIBOR Rate Loans or convert Revolving Credit Loans of another Type to
LIBOR Rate Loans shall forthwith be suspended and (b) such Bank's Revolving
Credit Loans then outstanding as LIBOR Rate Loans, if any, shall be converted
automatically to Base Rate Loans on the last day of each Interest Period
applicable to such LIBOR Rate Loans or within such earlier period as may be
required by law. The

<PAGE>
                                      -30-


Borrower hereby agrees promptly to pay the Agent for the account of such Bank,
upon demand by such Bank, any additional amounts necessary to compensate such
Bank for any costs incurred by such Bank in making any conversion in accordance
with this ss 4.5, including any interest or fees payable by such Bank to lenders
of funds obtained by it in order to make or maintain its LIBOR Rate Loans
hereunder.

         5.6. Additional Costs, etc. If any present or future applicable law,
which expression, as used herein, includes statutes, rules and regulations
thereunder and interpretations thereof by any competent court or by any
governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Bank or the Agent by any central bank or other fiscal,
monetary or other authority (whether or not having the force of law), shall:

                  (a) subject any Bank or the Agent to any tax, levy, impost,
         duty, charge, fee, deduction or withholding of any nature with respect
         to this Credit Agreement, the other Loan Documents, any Letters of
         Credit, such Bank's Commitment or the Revolving Credit Loans (other
         than taxes based upon or measured by the income or profits of such Bank
         or the Agent), or

                  (b) materially change the basis of taxation (except for
         changes in taxes on income or profits) of payments to any Bank of the
         principal of or the interest on any Revolving Credit Loans or any other
         amounts payable to any Bank or the Agent under this Credit Agreement or
         the other Loan Documents, or

                  (c) impose or increase or render applicable (other than to the
         extent specifically provided for elsewhere in this Credit Agreement)
         any special deposit, reserve, assessment, liquidity, capital adequacy
         or other similar requirements (whether or not having the force of law)
         against assets held by, or deposits in or for the account of, or loans
         by, or commitments of an office of any Bank, or

                  (d) impose on any Bank or the Agent any other conditions or
         requirements with respect to this Credit Agreement, the other Loan
         Documents, any Letters of Credit, the Revolving Credit Loans, such
         Bank's Commitment, or any class of loans or commitments of which any of
         the Revolving Credit Loans or such Bank's Commitment forms a part, and
         the result of any of the foregoing is

                           (i) to increase the cost to any Bank of making,
                  funding, issuing, renewing, extending or maintaining any of
                  the Revolving Credit Loans or such Bank's Commitment or any
                  Letter of Credit, or

<PAGE>
                                      -31-

                           (ii) to reduce the amount of principal, interest,
                  Reimbursement Obligation or other amount payable to such Bank
                  or the Agent hereunder on account of such Bank's Commitment,
                  any Letter of Credit or any of the Revolving Credit Loans, or

                           (iii) to require such Bank or the Agent to make any
                  payment or to forego any interest or Reimbursement Obligation
                  or other sum payable hereunder, the amount of which payment or
                  foregone interest or Reimbursement Obligation or other sum is
                  calculated by reference to the gross amount of any sum
                  receivable or deemed received by such Bank or the Agent from
                  the Borrower hereunder,

then, and in each such case, the Borrower will, upon demand made by such Bank or
(as the case may be) the Agent at any time and from time to time and as often as
the occasion therefor may arise, pay to such Bank or the Agent such additional
amounts as will be sufficient to compensate such Bank or the Agent for such
additional cost, reduction, payment or foregone interest or Reimbursement
Obligation or other sum.

         5.7. Capital Adequacy. If after the date hereof any Bank or the Agent
determines that (a) the adoption of or change in any law, governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law) regarding capital requirements for banks or bank holding companies or any
change in the interpretation or application thereof by a court or governmental
authority with appropriate jurisdiction, or (b) compliance by such Bank or the
Agent or any corporation controlling such Bank or the Agent with any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) of any such entity regarding capital adequacy, has the
effect of reducing the return on such Bank's or the Agent's commitment with
respect to any Revolving Credit Loans to a level below that which such Bank or
the Agent could have achieved but for such adoption, change or compliance
(taking into consideration such Bank's or the Agent's then existing policies
with respect to capital adequacy and assuming full utilization of such entity's
capital) by any amount deemed by such Bank or (as the case may be) the Agent to
be material, then such Bank or the Agent may notify the Borrower of such fact.
To the extent that the amount of such reduction in the return on capital is not
reflected in the Base Rate, the Borrower and such Bank shall thereafter attempt
to negotiate in good faith, within thirty (30) days of the day on which the
Borrower receives such notice, an adjustment payable hereunder that will
adequately compensate such Bank in light of these circumstances. If the Borrower
and such Bank are unable to agree to such adjustment within thirty (30) days of
the date on which the Borrower receives such notice, then commencing on the date
of such notice (but not earlier than the effective date of any such increased
capital requirement), the fees payable hereunder shall increase by an amount
that will, in such Bank's reasonable determination, provide adequate
compensation. Each Bank shall allocate

<PAGE>
                                      -32-


such cost increases among its customers in good faith and on an equitable basis.

         5.8. Certificate. A certificate setting forth any additional amounts
payable pursuant to ss 5.6 or 5.7 and a brief explanation of such amounts which
are due, submitted by any Bank or the Agent to the Borrower, shall be
conclusive, absent manifest error, that such amounts are due and owing.

         5.9. Indemnity. The Borrower agrees to indemnify each Bank and to hold
each Bank harmless from and against any loss, cost or expense that such Bank may
sustain or incur as a consequence of (a) default by the Borrower in payment of
the principal amount of or any interest on any LIBOR Rate Loans as and when due
and payable, including any such loss or expense arising from interest or fees
payable by such Bank to lenders of funds obtained by it in order to maintain its
LIBOR Rate Loans, (b) default by the Borrower in making a borrowing after the
Borrower has given (or is deemed to have given) a Loan Request or a Conversion
Request relating thereto in accordance with ss 2.6 or ss 2.7 or (c) the making
of any payment of a LIBOR Rate Loan or the making of any conversion of any such
Revolving Credit Loan to a Base Rate Loan on a day that is not the last day of
the applicable Interest Period with respect thereto, including interest or fees
payable by such Bank to lenders of funds obtained by it in order to maintain any
such Revolving Credit Loans.

         5.10. Interest After Default.

                  5.10.1. Overdue Amounts. Overdue principal and (to the extent
         permitted by applicable law) interest on the Revolving Credit Loans and
         all other overdue amounts payable hereunder or under any of the other
         Loan Documents shall bear interest compounded monthly and payable on
         demand at a rate per annum equal to two percent (2%) above the Base
         Rate until such amount shall be paid in full (after as well as before
         judgment).

                  5.10.2. Amounts Not Overdue. During the continuance of a
         Default or an Event of Default the principal of the Revolving Credit
         Loans not overdue shall, until such Default or Event of Default has
         been cured or remedied or such Default or Event of Default has been
         waived by the Majority Banks pursuant to ss 25, bear interest at a rate
         per annum equal to the greater of (a) two percent (2%) above the rate
         of interest otherwise applicable to such Revolving Credit Loans
         pursuant to ss 2.5 and (b) the rate of interest applicable to overdue
         principal pursuant to ss 5.10.1.

                                 6. GUARANTIES.

         6.1. Guaranties. The Obligations shall be guaranteed pursuant to the
terms of the Guaranty.

<PAGE>
                                      -33-

                       7. REPRESENTATIONS AND WARRANTIES.

         The Borrower represents and warrants to the Banks and the Agent as
follows:

         7.1.  Corporate Authority.

                  7.1.1. Incorporation; Good Standing. Each of the Borrower and
         its Subsidiaries (a) is a corporation duly organized, validly existing
         and in good standing under the laws of its state of incorporation, (b)
         has all requisite corporate power to own its property and conduct its
         business as now conducted and as presently contemplated, and (c) is in
         good standing as a foreign corporation and is duly authorized to do
         business in each jurisdiction where such qualification is necessary
         except where a failure to be so qualified would not have a materially
         adverse effect on the business, assets or financial condition of the
         Borrower or its Subsidiaries.

                  7.1.2. Authorization. The execution, delivery and performance
         of this Credit Agreement and the other Loan Documents to which the
         Borrower or any of its Subsidiaries is or is to become a party and the
         transactions contemplated hereby and thereby (a) are within the
         corporate authority of such Person, (b) have been duly authorized by
         all necessary corporate proceedings, (c) do not conflict with or result
         in any breach or contravention of any provision of law, statute, rule
         or regulation to which the Borrower or any of its Subsidiaries is
         subject or any judgment, order, writ, injunction, license or permit
         applicable to the Borrower or any of its Subsidiaries and (d) do not
         conflict with any provision of the corporate charter or bylaws of, or
         any agreement or other instrument binding upon, the Borrower or any of
         its Subsidiaries.

                  7.1.3. Enforceability. The execution and delivery of this
         Credit Agreement and the other Loan Documents to which the Borrower or
         any of its Subsidiaries is or is to become a party will result in valid
         and legally binding obligations of such Person enforceable against it
         in accordance with the respective terms and provisions hereof and
         thereof, except as enforceability is limited by bankruptcy, insolvency,
         reorganization, moratorium or other laws relating to or affecting
         generally the enforcement of creditors' rights and except to the extent
         that availability of the remedy of specific performance or injunctive
         relief is subject to the discretion of the court before which any
         proceeding therefor may be brought.

         7.2. Governmental Approvals. The execution, delivery and performance by
the Borrower and any of its Subsidiaries of this Credit Agreement and the other
Loan Documents to which the Borrower or any of its Subsidiaries is or is to
become a party and the transactions contemplated hereby and thereby do not
require the approval or consent of,

<PAGE>
                                      -34-

or filing with, any governmental agency or authority other than those already
obtained.

         7.3. Title to Properties; Leases. Except as indicated on Schedule 7.3
hereto, the Borrower and its Subsidiaries own all of the assets reflected in the
consolidated balance sheet of the Borrower and its Subsidiaries as at the
Balance Sheet Date or acquired since that date (except property and assets sold
or otherwise disposed of in the ordinary course of business since that date),
subject to no rights of others, including any mortgages, leases, conditional
sales agreements, title retention agreements, liens or other encumbrances except
Permitted Liens.

         7.4. Financial Statements and Projections.

                  7.4.1. Fiscal Year. The Borrower and each of its Subsidiaries
         has a fiscal year which is the fifty-two week period ending on the
         dates set forth on Schedule 7.4.1 attached hereto, with each fiscal
         quarter within such fiscal year ending on the dates set forth in such
         Schedule 7.4.1.

                  7.4.2. Financial Statements. There has been furnished to each
         of the Banks a consolidated balance sheet of the Borrower and its
         Subsidiaries as at December 31, 1999 and a consolidated statement of
         income of the Borrower and its Subsidiaries for the fiscal year then
         ended, certified by PricewaterhouseCoopers LLP, as well as quarterly
         SEC filings since such date. Such balance sheet and statement of income
         have been prepared in accordance with generally accepted accounting
         principles and fairly presents the financial condition of the Borrower
         as at the close of business on the date thereof and the results of
         operations for the fiscal period then ended. Except as set forth on
         Schedule 7.7, there are no contingent liabilities of the Borrower or
         any of its Subsidiaries as of such date involving material amounts,
         known to the officers of the Borrower not disclosed in such balance
         sheet or related SEC filings.

                  7.4.3. Projections. The Borrower has delivered to the Agent
         and the Banks the projections of the annual operating budgets of the
         Borrower and its Subsidiaries on a consolidated basis, balance sheets
         and cash flow statements for the 2000 to 2003 fiscal years. Such
         projections have been produced by the Borrower using a methodology
         which is acceptable to the Agent. To the knowledge of the Borrower or
         any of its Subsidiaries, no facts exist on the Closing Date that
         (individually or in the aggregate) would result in any material change
         in any of such projections. The projections are based upon reasonable
         estimates and assumptions, have been prepared on the basis of the
         assumptions stated therein and reflect the reasonable estimates of the
         Borrower and its Subsidiaries of the results of operations and other
         information projected therein.

<PAGE>
                                      -35-

         7.5. No Material Changes, etc.; Solvency

                  7.5.1. No Changes. Since the Balance Sheet Date there has
         occurred no materially adverse change in the consolidated financial
         condition or results of operations of the Borrower and its Subsidiaries
         as shown on or reflected in the consolidated balance sheet of the
         Borrower and its Subsidiaries as at the Balance Sheet Date, or the
         consolidated statement of income for the fiscal year then ended, other
         than changes in the ordinary course of business that have not had any
         materially adverse effect either individually or in the aggregate on
         the business or financial condition of the Borrower or its
         Subsidiaries. Since the Balance Sheet Date, the Borrower has not made
         any Distribution.

                  7.5.2. Solvency. The Borrower and its Subsidiaries, on a
         consolidated and consolidating basis, both before and after giving
         effect to the transactions contemplated by this Credit Agreement and
         the other Loan Documents and measured on a going concern basis (a) are
         solvent, (b) have assets having a fair value in excess of their
         liabilities, (c) have assets having a fair value in excess of the
         amount required to pay their liabilities on existing debts as such
         debts become absolute and matured, and (d) have, and expect to continue
         to have, access to adequate capital for the conduct of their business
         and the ability to pay their debts from time to time incurred in
         connection with the operation of their business as such debts mature.

         7.6. Franchises, Patents, Copyrights, etc. Each of the Borrower and its
Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade
names, licenses and permits, and rights in respect of the foregoing, adequate
for the conduct of its business substantially as now conducted without known
conflict with any rights of others.

         7.7. Litigation. Except as set forth on Schedule 7.7 hereto, there are
no actions, suits, proceedings or investigations of any kind pending or, to the
Borrower's knowledge, threatened against the Borrower or any of its Subsidiaries
before any court, tribunal or administrative agency or board that, if adversely
determined, might, either in any case or in the aggregate, materially adversely
affect the properties, assets, financial condition or business of the Borrower
and its Subsidiaries or materially impair the right of the Borrower and its
Subsidiaries, considered as a whole, to carry on business substantially as now
conducted by them, or result in any substantial liability not adequately covered
by insurance, or for which adequate reserves are not maintained on the
consolidated balance sheet of the Borrower, or which question the validity of
this Credit Agreement or any of the other Loan Documents, or any action taken or
to be taken pursuant hereto or thereto.

         7.8. No Materially Adverse Contracts, etc. Except as set forth on
Schedule 7.8 hereto, neither the Borrower nor any of its Subsidiaries is subject
to any charter, corporate or other legal restriction, or any judgment, decree,
order, rule or regulation that has or is expected in the future to have a
materially adverse effect on the business, assets or financial condition of

<PAGE>
                                      -36-

the Borrower or any of its Subsidiaries. Except as set forth on Schedule 7.8
hereto, neither the Borrower nor any of its Subsidiaries is a party to any
contract or agreement that has or is expected, in the judgment of the Borrower's
officers, to have any materially adverse effect on the business of the Borrower
or any of its Subsidiaries.

         7.9. Compliance With Other Instruments, Laws, etc. Neither the Borrower
nor any of its Subsidiaries is in violation of any provision of its charter
documents, bylaws, or any agreement or instrument to which it may be subject or
by which it or any of its properties may be bound or any decree, order,
judgment, statute, license, rule or regulation, in any of the foregoing cases in
a manner that could result in the imposition of substantial penalties or
materially and adversely affect the financial condition, properties or business
of the Borrower or any of its Subsidiaries.

         7.10. Tax Status. The Borrower and its Subsidiaries (a) have made or
filed all federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which any of them is subject, (b)
have paid all taxes and other governmental assessments and charges shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and by appropriate proceedings and (c) have set
aside on their books provisions reasonably adequate for the payment of all taxes
for periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed to
be due by the taxing authority of any jurisdiction, and the officers of the
Borrower know of no basis for any such claim.

         7.11. No Event of Default. No Default or Event of Default has occurred
and is continuing.

         7.12. Holding Company and Investment Company Acts. Neither the Borrower
nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of
a "holding company", or an affiliate" of a "holding company", as such terms are
defined in the Public Utility Holding Company Act of 1935; nor is it an
"investment company", or an "affiliated company" or a "principal underwriter" of
an "investment company", as such terms are defined in the Investment Company Act
of 1940.

         7.13. Absence of Financing Statements, etc. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry, or other public office, that purports to cover, affect
or give notice of any present or possible future lien on, or security interest
in, any assets or property of the Borrower or any of its Subsidiaries or rights
thereunder.

         7.14. Certain Transactions. Except for arm's length transactions
pursuant to which the Borrower or any of its Subsidiaries makes payments in the
ordinary course of business upon terms no less favorable than the

<PAGE>
                                      -37-

Borrower or such Subsidiary could obtain from third parties, none of the
officers, directors, or employees of the Borrower or any of its Subsidiaries is
presently a party to any transaction with the Borrower or any of its
Subsidiaries (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Borrower, any corporation,
partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

         7.15. Employee Benefit Plans.

                  7.15.1. In General. Each Employee Benefit Plan and each
         Guaranteed Pension Plan has been maintained and operated in compliance
         in all material respects with the provisions of ERISA and, to the
         extent applicable, the Code, including but not limited to the
         provisions thereunder respecting prohibited transactions and the
         bonding of fiduciaries and other persons handling plan funds as
         required by ss 412 of ERISA. The Borrower has heretofore delivered to
         the Agent the most recently completed annual report, Form 5500, with
         all required attachments, and actuarial statement required to be
         submitted under ss 103(d) of ERISA, with respect to each Guaranteed
         Pension Plan.

                  7.15.2. Terminability of Welfare Plans. No Employee Benefit
         Plan, which is an employee welfare benefit plan within the meaning of
         ss 3(1) or ss 3(2)(B) of ERISA, provides benefit coverage subsequent to
         termination of employment, except as required by Title I, Part 6 of
         ERISA or the applicable state insurance laws. The Borrower may
         terminate each such Plan at any time (or at any time subsequent to the
         expiration of any applicable bargaining agreement) in the discretion of
         the Borrower without liability to any Person other than for claims
         arising prior to termination.

                  7.15.3. Guaranteed Pension Plans. Each contribution required
         to be made to a Guaranteed Pension Plan, whether required to be made to
         avoid the incurrence of an accumulated funding deficiency, the notice
         or lien provisions of ss 302(f) of ERISA, or otherwise, has been timely
         made. No waiver of an accumulated funding deficiency or extension of
         amortization periods has been received with respect to any Guaranteed
         Pension Plan, and neither the Borrower nor any ERISA Affiliate is
         obligated to or has posted security in connection with an amendment to
         a Guaranteed Pension Plan pursuant to ss 307 of ERISA or ss 401(a)(29)
         of the Code. No liability to the PBGC (other than required insurance
         premiums, all of which have been paid) has been incurred by the
         Borrower or any ERISA Affiliate with respect to any Guaranteed Pension
         Plan and there has not been any ERISA Reportable Event (other than an
         ERISA

<PAGE>
                                      -38-

         Reportable Event as to which the requirement of 30 days notice has been
         waived), or any other event or condition which presents a material risk
         of termination of any Guaranteed Pension Plan by the PBGC. Based on the
         latest valuation of each Guaranteed Pension Plan (which in each case
         occurred within twelve months of the date of this representation), and
         on the actuarial methods and assumptions employed for that valuation,
         the aggregate benefit liabilities of all such Guaranteed Pension Plans
         within the meaning of ss 4001 of ERISA did not exceed the aggregate
         value of the assets of all such Guaranteed Pension Plans, disregarding
         for this purpose the benefit liabilities and assets of any Guaranteed
         Pension Plan with assets in excess of benefit liabilities.

                  7.15.4. Multiemployer Plans. Neither the Borrower nor any
         ERISA Affiliate has incurred any material liability (including
         secondary liability) to any Multiemployer Plan as a result of a
         complete or partial withdrawal from such Multiemployer Plan under
         ss 4201 of ERISA or as a result of a sale of assets described in
         ss 4204 of ERISA. Neither the Borrower nor any ERISA Affiliate has been
         notified that any Multiemployer Plan is in reorganization or insolvent
         under and within the meaning of ss 4241 or ss 4245 of ERISA or is at
         risk of entering reorganization or becoming insolvent, or that any
         Multiemployer Plan intends to terminate or has been terminated under
         ss 4041A of ERISA.

         7.16. Use of Proceeds.

                  7.16.1. General. The proceeds of the Revolving Credit Loans
         shall be used for working capital and general corporate purposes
         (including without limitation to fund Permitted Acquisitions). The
         Borrower will obtain Letters of Credit solely to support real estate
         lease security obligations and for other general corporate purposes.

                  7.16.2. Regulations U and X. No portion of any Revolving
         Credit Loan is to be used, and no portion of any Letter of Credit is to
         be obtained, for the purpose of purchasing or carrying any "margin
         security" or "margin stock" as such terms are used in Regulations U and
         X of the Board of Governors of the Federal Reserve System, 12 C.F.R.
         Parts 221 and 224.

                  7.16.3. Ineligible Securities. No portion of the proceeds of
         any Revolving Credit Loans is to be used, and no portion of any Letter
         of Credit is to be obtained, for the purpose of knowingly purchasing,
         or providing credit support for the purchase of, during the
         underwriting or placement period or within thirty (30) days thereafter,
         any Ineligible Securities underwritten or privately placed by a Section
         20 Subsidiary.

         7.17. Environmental Compliance. To the best of the Borrower's
knowledge, except as disclosed on Schedule 7.17 hereto:

<PAGE>
                                      -39-

                  (a) none of the Borrower, its Subsidiaries or any operator of
         the Real Estate or any operations thereon is in violation, or alleged
         violation, of any judgment, decree, order, law, license, rule or
         regulation pertaining to environmental matters, including without
         limitation, those arising under the Resource Conservation and Recovery
         Act ("RCRA"), the Comprehensive Environmental Response, Compensation
         and Liability Act of 1980 as amended ("CERCLA"), the Superfund
         Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Clean
         Water Act, the Federal Clean Air Act, the Toxic Substances Control Act,
         or any state or local statute, regulation, ordinance, order or decree
         relating to health, safety or the environment (hereinafter
         "Environmental Laws"), which violation would have a material adverse
         effect on the environment or the business, assets or financial
         condition of the Borrower or any of its Subsidiaries;

                  (b) neither the Borrower nor any of its Subsidiaries has
         received notice from any third party including, without limitation, any
         federal, state or local governmental authority, (i) that any one of
         them has been identified by the United States Environmental Protection
         Agency ("EPA") as a potentially responsible party under CERCLA with
         respect to a site listed on the National Priorities List, 40 C.F.R.
         Part 300 Appendix B; (ii) that any hazardous waste, as defined by 42
         U.S.C. ss 6903(5), any hazardous substances as defined by 42 U.S.C.
         ss 9601(14), any pollutant or contaminant as defined by 42 U.S.C.
         ss 9601(33) and any toxic substances, oil or hazardous materials or
         other chemicals or substances regulated by any Environmental Laws
         ("Hazardous Substances") which any one of them has generated,
         transported or disposed of has been found at any site at which a
         federal, state or local agency or other third party has conducted or
         has ordered that any Borrower or any of its Subsidiaries conduct a
         remedial investigation, removal or other response action pursuant to
         any Environmental Law; or (iii) that it is or shall be a named party to
         any claim, action, cause of action, complaint, or legal or
         administrative proceeding (in each case, contingent or otherwise)
         arising out of any third party's incurrence of costs, expenses, losses
         or damages of any kind whatsoever in connection with the release of
         Hazardous Substances;

                  (c) except as set forth on Schedule 7.17 attached hereto: (i)
         no portion of the Real Estate has been used for the handling,
         processing, storage or disposal of Hazardous Substances except in
         accordance with applicable Environmental Laws or where a violation of
         such Environmental Laws would not have a material adverse effect on the
         business, assets or financial condition of the Borrower or any of its
         Subsidiaries; and no underground tank or other underground storage
         receptacle for Hazardous Substances is located on any portion of the
         Real Estate; (ii) in the course of any activities conducted by the
         Borrower, its Subsidiaries or operators of its properties, no Hazardous
         Substances have been generated or are being used on the Real Estate

<PAGE>
                                      -40-

         except in accordance with applicable Environmental Laws or where a
         violation of such Environmental Laws would not have a material adverse
         effect on the business, assets or financial condition of the Borrower
         or any of its Subsidiaries; (iii) there have been no releases (i.e. any
         past or present releasing, spilling, leaking, pumping, pouring,
         emitting, emptying, discharging, injecting, escaping, disposing or
         dumping) or threatened releases of Hazardous Substances on, upon, into
         or from the properties of the Borrower or its Subsidiaries, which
         releases would have a material adverse effect on the value of any of
         the Real Estate or adjacent properties or the environment; (iv) to the
         best of the Borrower's knowledge, there have been no releases on, upon,
         from or into any real property in the vicinity of any of the Real
         Estate which, through soil or groundwater contamination, may have come
         to be located on, and which would have a material adverse effect on the
         value of, the Real Estate; and (v) in addition, any Hazardous
         Substances that have been generated on any of the Real Estate have been
         transported offsite only by carriers having an identification number
         issued by the EPA, treated or disposed of only by treatment or disposal
         facilities maintaining valid permits as required under applicable
         Environmental Laws, which transporters and facilities have been and
         are, to the best of the Borrower's knowledge, operating in compliance
         with such permits and applicable Environmental Laws; and

                  (d) None of the Borrower and its Subsidiaries or any of the
         other Real Estate is subject to any applicable environmental law
         requiring the performance of Hazardous Substances site assessments, or
         the removal or remediation of Hazardous Substances, or the giving of
         notice to any governmental agency or the recording or delivery to other
         Persons of an environmental disclosure document or statement by virtue
         of the transactions set forth herein and contemplated hereby, or as a
         condition to the effectiveness of any other transactions contemplated
         hereby.

         7.18. Subsidiaries, etc. Schedule 7.18(a) sets forth each Subsidiary of
the Borrower, and each Subsidiary of any Subsidiary. Except as set forth on
Schedule 7.18(b) hereto, neither the Borrower nor any Subsidiary of the Borrower
is engaged in any joint venture or partnership with any other Person.

         7.19. Disclosure. None of this Credit Agreement or any of the other
Loan Documents contains any untrue statement of a material fact or omits to
state a material fact (known to the Borrower or any of its Subsidiaries in the
case of any document or information not furnished by it or any of its
Subsidiaries) necessary in order to make the statements herein or therein not
misleading. There is no fact known to the Borrower or any of its Subsidiaries
which materially adversely affects, or which is reasonably likely in the future
to materially adversely affect, the business, assets, financial condition or
prospects of the Borrower or any of its Subsidiaries, exclusive

<PAGE>
                                      -41-

of effects resulting from changes in general economic conditions, legal
standards or regulatory conditions.

         7.20. Chief Executive Offices. As of the date hereof, the Borrower's
principal place of business is at 1001 Brickell Avenue, Suite 3000, Miami,
Florida 33131, at which location its books and records are kept.

         7.21. No Amendments to Certain Documents. Each of the representations
and warranties made by the Borrowers or any of its Subsidiaries in any of the
Loan Documents was true and correct in all material respects when made and
continues to be true and correct in all material respects on the date hereof,
except to the extent that any of such representations and warranties relate, by
the express terms thereof, solely to a date falling prior to the date hereof,
and except to the extent that any of such representations and warranties may
have been affected by the consummation of the transactions contemplated and
permitted or required by the Loan Documents.

         7.22. Insurance. The Borrower and each of its Subsidiaries maintain
with financially sound and reputable insurers insurance with respect to their
properties and businesses against such casualties and contingencies as are in
accordance with sound business practices.

                    8. AFFIRMATIVE COVENANTS OF THE BORROWER.

         The Borrower covenants and agrees that, so long as any Revolving Credit
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Revolving Credit Note
is outstanding or any Bank has any obligation to make any Revolving Credit Loans
or the Agent has any obligation to issue, extend or renew any Letters of Credit:

         8.1. Punctual Payment. The Borrower will duly and punctually pay or
cause to be paid the principal and interest on the Revolving Credit Loans, all
Reimbursement Obligations, the Letter of Credit Fees, and the commitment fees
and all other amounts provided for in this Credit Agreement and the other Loan
Documents to which the Borrower or any of its Subsidiaries is a party, all in
accordance with the terms of this Credit Agreement and such other Loan
Documents.

         8.2. Maintenance of Office. The Borrower will maintain its chief
executive office in Miami, Florida, or at such other place in the United States
of America as the Borrower shall designate upon written notice to the Agent,
where notices, presentations and demands to or upon the Borrower in respect of
the Loan Documents may be given or made.

         8.3. Records and Accounts. The Borrower will (a) keep, and cause each
of its Subsidiaries to keep, true and accurate records and books of account in
which full, true and correct entries will be made in accordance with generally
accepted accounting principles; (b) to the extent required by generally accepted
accounting principles, maintain adequate accounts and

<PAGE>
                                      -42-

reserves for all taxes (including income taxes), depreciation, depletion,
obsolescence and amortization of its properties and the properties of its
Subsidiaries, contingencies, and other reserves; and (c) at all times engage a
"Big Five" accounting firm or, if not a "Big Five" accounting firm, such other
independent certified public accountants satisfactory to the Agent as the
independent certified public accountants of the Borrower and its Subsidiaries
and will not permit more than thirty (30) days to elapse between the cessation
of such firm's (or any successor firm's) engagement as the independent certified
public accountants of the Borrower and its Subsidiaries and the appointment in
such capacity of a successor firm as shall be satisfactory to the Agent.

         8.4. Financial Statements, Certificates and Information. The Borrower
will deliver to each of the Banks:

                  (a) as soon as practicable, but in any event not later than
         ninety (90) days after the end of each fiscal year of the Borrower, the
         consolidated balance sheet of the Borrower and its Subsidiaries as at
         the end of such year, and the related consolidated statement of income
         and consolidated statement of cash flow for such year, each setting
         forth in comparative form the figures for the previous fiscal year and
         all such consolidated statements to be in reasonable detail, prepared
         in accordance with generally accepted accounting principles, and
         certified, without qualification and without an expression of
         uncertainty as to the ability of the Borrower or any of its
         Subsidiaries to continue as going concerns, by a nationally recognized
         independent certified public accounting firm that is currently known as
         a "Big Five" accounting firm or by other independent certified public
         accountants satisfactory to the Agent, together with a written
         statement from such accountants to the effect that they have read a
         copy of this Credit Agreement, and that, in making the examination
         necessary to said certification, they have obtained no knowledge of any
         Default or Event of Default, or, if such accountants shall have
         obtained knowledge of any then existing Default or Event of Default
         they shall disclose in such statement any such Default or Event of
         Default; provided that such accountants shall not be liable to the
         Banks for failure to obtain knowledge of any Default or Event of
         Default;

                  (b) as soon as practicable, but in any event not later than
         forty-five (45) days after the end of each of the fiscal quarters of
         the Borrower, copies of the unaudited consolidated balance sheet of the
         Borrower and its Subsidiaries as at the end of such quarter, and the
         related consolidated statement of income and consolidated statement of
         cash flow for the portion of the Borrower's fiscal year then elapsed,
         all in reasonable detail and prepared in accordance with generally
         accepted accounting principles, together with a certification by the
         principal financial or accounting officer of the Borrower that the
         information contained in such financial statements fairly presents the

<PAGE>
                                      -43-

         financial position of the Borrower and its Subsidiaries on the date
         thereof (subject to year-end adjustments);

                  (c) simultaneously with the delivery of the financial
         statements referred to in subsections (a) and (b) above, a statement
         certified by the principal financial or accounting officer of the
         Borrower in substantially the form of Exhibit C hereto (the "Compliance
         Certificate") and setting forth in reasonable detail computations
         evidencing compliance with the covenants contained in ss 10 and (if
         applicable) reconciliations to reflect changes in generally accepted
         accounting principles since the Balance Sheet Date; provided, however,
         the Borrower shall not be required to deliver a Compliance Certificate
         for the fourth fiscal quarter of each year until sixty (60) days after
         the end of such fiscal quarter;

                  (d) contemporaneously with the filing or mailing thereof,
         copies of all material of a financial nature filed with the Securities
         and Exchange Commission or sent to the stockholders of the Borrower;

                  (e) from time to time upon request of the Agent (and promptly
         upon receipt of such request), annual projections of the Borrower and
         its Subsidiaries updating those projections delivered to the Banks and
         referred to in ss 7.4.3 or, if applicable, updating any later such
         projections delivered in response to a request pursuant to this
         ss 8.4(e); and

                  (f) from time to time such other financial data and
         information (including accountants' management letters) as the Agent or
         any Bank may reasonably request (including, without limitation a
         consolidating financial statement identified by regions).

         8.5. Notices.

                  8.5.1. Defaults. The Borrower will promptly notify the Agent
         and each of the Banks in writing of the occurrence of any Default or
         Event of Default. If any Person shall give any notice or take any other
         action in respect of a claimed default (whether or not constituting an
         Event of Default) under this Credit Agreement or any other note,
         evidence of indebtedness, indenture or other obligation to which or
         with respect to which the Borrower or any of its Subsidiaries is a
         party or obligor, whether as principal or surety, the Borrower shall
         forthwith give written notice thereof to each of the Banks, describing
         the notice or action and the nature of the claimed default.

                  8.5.2. Environmental Events. The Borrower will promptly give
         notice to the Agent (a) of any violation of any Environmental Law that
         the Borrower or any of its Subsidiaries reports in writing or is
         reportable by such Person in writing (or for which any written report
         supplemental to any oral report is made) to any federal, state or local
         environmental agency and (b) upon becoming aware thereof, of any

<PAGE>
                                      -44-

         inquiry, proceeding, investigation, or other action, including a notice
         from any agency of potential environmental liability, of any federal,
         state or local environmental agency or board, that has the potential to
         materially affect the assets, liabilities, financial conditions or
         operations of the Borrower or any of its Subsidiaries.

                  8.5.3. Notice of Litigation and Judgments. The Borrower will,
         and will cause each of its Subsidiaries to, give notice to the Agent
         and each of the Banks in writing within fifteen (15) days of becoming
         aware of any litigation or proceedings threatened in writing or any
         pending litigation and proceedings affecting the Borrower or any of its
         Subsidiaries or to which the Borrower or any of its Subsidiaries is or
         becomes a party involving an uninsured claim against the Borrower or
         any of its Subsidiaries that could reasonably be expected to have a
         materially adverse effect on the Borrower or any of its Subsidiaries
         and stating the nature and status of such litigation or proceedings.
         The Borrower will, and will cause each of its Subsidiaries to, give
         notice to the Agent and each of the Banks, in writing, in form and
         detail satisfactory to the Agent, within ten (10) days of any judgment
         not covered by insurance, final or otherwise, against the Borrower or
         any of its Subsidiaries in an amount in excess of $1,000,000.

         8.6. Corporate Existence; Maintenance of Properties. The Borrower will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, rights and franchises and those of its
Subsidiaries and will not, and will not cause or permit any of its Subsidiaries
to, convert to a limited liability company. It (a) will cause all of its
properties and those of its Subsidiaries used or useful in the conduct of its
business or the business of its Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment,
(b) will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Borrower may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times, and (c) will, and will cause
each of its Subsidiaries to, continue to engage primarily in the businesses now
conducted by them and in related businesses; provided that nothing in this
ss 8.6 shall prevent the Borrower from discontinuing the operation and
maintenance of any of its properties or those of its Subsidiaries if such
discontinuance is, in the judgment of the Borrower, desirable in the conduct of
its or their business and that do not in the aggregate materially adversely
affect the business of the Borrower and its Subsidiaries on a consolidated
basis.

         8.7. Insurance. The Borrower will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurers
insurance with respect to its properties and business against such casualties
and contingencies as shall be in accordance with the general practices of
businesses engaged in similar activities in similar geographic areas and in
amounts, containing such terms, in such forms and for such periods as may be
reasonable and prudent.

<PAGE>
                                      -45-

         8.8. Taxes. The Borrower will, and will cause each of its Subsidiaries
to, duly pay and discharge, or cause to be paid and discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges
(other than taxes, assessments and other governmental charges imposed by foreign
jurisdictions that in the aggregate are not material to the business or assets
of the Borrower on an individual basis or of the Borrower and its Subsidiaries
on a consolidated basis) imposed upon it and its real properties, sales and
activities, or any part thereof, or upon the income or profits therefrom, as
well as all claims for labor, materials, or supplies that if unpaid might by law
become a lien or charge upon any of its property; provided that any such tax,
assessment, charge, levy or claim need not be paid if the validity or amount
thereof shall currently be contested in good faith by appropriate proceedings
and if the Borrower or such Subsidiary shall have set aside on its books
adequate reserves with respect thereto in accordance with generally accepted
accounting principles; and provided further that the Borrower and each
Subsidiary of the Borrower will pay all such taxes, assessments, charges, levies
or claims forthwith upon the commencement of proceedings to foreclose any lien
that may have attached as security therefor.

         8.9. Inspection of Properties and Books, etc.

                  8.9.1. General. The Borrower shall permit the Banks, through
         the Agent or any of the Banks' other designated representatives, to
         visit and inspect any of the properties of the Borrower or any of its
         Subsidiaries to examine the books of account of the Borrower and its
         Subsidiaries (and to make copies thereof and extracts therefrom), and
         to discuss the affairs, finances and accounts of the Borrower and its
         Subsidiaries with, and to be advised as to the same by, its and their
         officers, all at such reasonable times and intervals as the Agent or
         any Bank may reasonably request.

                  8.9.2. Communication with Accountants. The Borrower authorizes
         the Agent and, if accompanied by the Agent, the Banks to communicate
         directly with the Borrower's independent certified public accountants
         and authorizes such accountants to disclose to the Agent and the Banks
         any and all financial statements and other supporting financial
         documents and schedules including copies of any management letter with
         respect to the business, financial condition and other affairs of the
         Borrower or any of its Subsidiaries. The Borrower shall have the right
         to be present at all such communications. At the request of the Agent,
         the Borrower shall deliver a letter addressed to such accountants
         instructing them to comply with the provisions of this ss 8.9.2.

         8.10. Compliance with Laws, Contracts, Licenses, and Permits. The
Borrower will, and will cause each of its Subsidiaries to, comply with (a) the
applicable laws and regulations wherever its business is conducted, including
all Environmental Laws, (b) the provisions of its charter documents and by-laws,
(c) all agreements and instruments by

<PAGE>
                                      -46-

which it or any of its properties may be bound and (d) all applicable decrees,
orders, and judgments. If any authorization, consent, approval, permit or
license from any officer, agency or instrumentality of any government shall
become necessary or required in order that the Borrower or any of its
Subsidiaries may fulfill any of its obligations hereunder or under any of the
other Loan Documents to which the Borrower or such Subsidiary is a party, the
Borrower will, or (as the case may be) will cause such Subsidiary to,
immediately take or cause to be taken all reasonable steps within the power of
the Borrower or such Subsidiary to obtain such authorization, consent, approval,
permit or license and furnish the Agent and the Banks with evidence thereof.

         8.11. Employee Benefit Plans. The Borrower will (a) promptly upon
filing the same with the Department of Labor or Internal Revenue Service,
furnish to the Agent a copy of the most recent actuarial statement required to
be submitted under ss 103(d) of ERISA and Annual Report, Form 5500, with all
required attachments, in respect of each Guaranteed Pension Plan and (ii)
promptly upon receipt or dispatch, furnish to the Agent any notice, report or
demand sent or received in respect of a Guaranteed Pension Plan under ss 302,
4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect of a
Multiemployer Plan, under ss 4041A, 4202, 4219, 4242, or 4245 of ERISA.

         8.12. Use of Proceeds. The Borrower will use the proceeds of the
Revolving Credit Loans solely for working capital and general corporate purposes
(including, without limitation, to finance all or any portion of Permitted
Acquisitions). The Borrower will obtain Letters of Credit solely to support real
estate lease security obligations and for general corporate purposes.

         8.13. New Guarantors. To the extent any Subsidiary of the Borrower
elects to become a "Guarantor" hereunder, such Subsidiary shall (a) deliver to
the Agent an election to become a Guarantor, in substantially the form of
Exhibit D hereto (the "Election Request"), duly executed by such Subsidiary and
the Borrower, which Election Request shall have been approved in writing by the
Majority Banks; (b) execute and deliver to the Agent a guaranty in form and
substance acceptable to the Agent, and such other corporate documents and legal
opinions as the Agent may request. In addition, once a Subsidiary becomes a
Guarantor hereunder, it shall remain a Guarantor hereunder unless agreed to by
the Agent and the Majority Banks.

         8.14. Additional Subsidiaries. If, after the Closing Date, the Borrower
or any of its Subsidiaries creates or acquires, either directly or indirectly,
any Subsidiary, it will immediately notify the Agent of such creation or
acquisition, as the case may be, and provide the Agent with an updated Schedule
7.18(a) hereof and take all other actions required by ss 8.13 hereof.

<PAGE>
                                      -47-

         8.15. Replacement Instruments. Upon receipt of an affidavit of an
officer of the Agent or any Bank as to the loss, theft, destruction or
mutilation of any Revolving Credit Note or Guaranty, and, in the case of any
such loss, theft, destruction or mutilation, upon cancellation of such Revolving
Credit Note or Guaranty, as the case may be, the Borrower shall issue, in lieu
thereof, a replacement Revolving Credit Note in the same principal amount
thereof and otherwise of like tenor or, as the case may be, a replacement
Guaranty.

         8.16. Further Assurances. The Borrower will, and will cause each of its
Subsidiaries to, cooperate with the Banks and the Agent and execute such further
instruments and documents as the Banks or the Agent shall reasonably request to
carry out to their satisfaction the transactions contemplated by this Credit
Agreement and the other Loan Documents.

         9. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

         The Borrower covenants and agrees that, so long as any Revolving Credit
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Revolving Credit Note
is outstanding or any Bank has any obligation to make any Revolving Credit Loans
or the Agent has any obligations to issue, extend or renew any Letters of
Credit:

         9.1. Restrictions on Indebtedness. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

                  (a) Indebtedness to the Banks and the Agent arising under any
         of the Loan Documents;

                  (b) endorsements for collection, deposit or negotiation and
         warranties of products or services, in each case incurred in the
         ordinary course of business;

                  (c) Indebtedness incurred in connection with the acquisition
         after the date hereof of any real or personal property by the Borrower
         or such Subsidiary or under any Capitalized Lease, provided that the
         aggregate principal amount of such Indebtedness of the Borrower and its
         Subsidiaries shall not exceed the aggregate amount of $4,000,000 at any
         one time;

                  (d) Indebtedness existing on the date of this Credit Agreement
         and listed and described on Schedule 9.1 hereto;

                  (e) Indebtedness of a Guarantor to the Borrower so long as
         such Guarantor has guaranteed all the Obligations hereunder pursuant to
         the Guaranty and remains a Subsidiary of the Borrower;

<PAGE>
                                      -48-

                  (f) other unsecured Indebtedness not otherwise expressly
         permitted pursuant to this ss 9.1 in an aggregate amount not to exceed
         $3,000,000 at any time outstanding;

                  (g) the Subordinated Debt; provided, however, that the
         aggregate principal amount of all such Subordinated Debt of the
         Borrower and its Subsidiaries shall not exceed the aggregate amount of
         $4,000,000 at any one time; and

                  (h) unsecured Indebtedness of the Borrower consisting of
         earnout arrangements entered into in connection with Permitted
         Acquisitions, provided that the aggregate amount of all such earnouts
         shall not exceed the permitted purchase price amounts set forth in
         ss 9.5.1(c)(iv).

         9.2. Restrictions on Liens. The Borrower will not, and will not permit
any of its Subsidiaries to, (a) create or incur or suffer to be created or
incurred or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon any of its property or
assets of any character whether now owned or hereafter acquired, or upon the
income or profits therefrom; (b) transfer any of such property or assets or the
income or profits therefrom for the purpose of subjecting the same to the
payment of Indebtedness or performance of any other obligation in priority to
payment of its general creditors; (c) acquire, or agree or have an option to
acquire, any property or assets upon conditional sale or other title retention
or purchase money security agreement, device or arrangement; (d) suffer to exist
for a period of more than thirty (30) days after the same shall have been
incurred any Indebtedness or claim or demand against it that if unpaid might by
law or upon bankruptcy or insolvency, or otherwise, be given any priority
whatsoever over its general creditors; (e) sell, assign, pledge or otherwise
transfer any "receivables" as defined in clause (g) of the definition of the
term "Indebtedness" with or without recourse; or (f) enter into or permit to
exist any arrangement or agreement, enforceable under applicable law, which
directly or indirectly prohibits the Borrower or any of its Subsidiaries from
creating or incurring any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest other than customary anti-assignment
provisions in leases and licensing agreements entered into by the Borrower or
such Subsidiary in the ordinary course of its business, provided that the
Borrower or any of its Subsidiaries may create or incur or suffer to be created
or incurred or to exist:

                  (a) liens in favor of the Borrower on all or part of the
         assets of Subsidiaries of the Borrower securing Indebtedness owing by
         Subsidiaries of the Borrower to the Borrower;

                  (b) liens to secure taxes, assessments and other government
         charges in respect of obligations not overdue or liens on properties to
         secure claims for labor, material or supplies in respect of obligations
         not overdue;

<PAGE>
                                      -49-

                  (c) deposits or pledges made in connection with, or to secure
         payment of, workmen's compensation, unemployment insurance, old age
         pensions or other social security obligations;

                  (d) liens on properties in respect of judgments or awards that
         have been in force for less than the applicable period for taking an
         appeal so long as execution is not levied thereunder or in respect of
         which the Borrower or such Subsidiary shall at the time in good faith
         be prosecuting an appeal or proceeding for review and in respect of
         which a stay of execution shall have been obtained pending such appeal
         or review;

                  (e) liens of carriers, warehousemen, mechanics and
         materialmen, and other like liens on properties in existence less than
         120 days from the date of creation thereof in respect of obligations
         not overdue;

                  (f) encumbrances on Real Estate consisting of easements,
         rights of way, zoning restrictions, restrictions on the use of real
         property and defects and irregularities in the title thereto,
         landlord's or lessor's liens under leases to which the Borrower or a
         Subsidiary of the Borrower is a party, and other minor liens or
         encumbrances none of which in the opinion of the Borrower interferes
         materially with the use of the property affected in the ordinary
         conduct of the business of the Borrower and its Subsidiaries, which
         defects do not individually or in the aggregate have a materially
         adverse effect on the business of the Borrower individually or of the
         Borrower and its Subsidiaries on a consolidated basis;

                  (g) liens existing on the date hereof and listed on Schedule
         9.2 hereto; and

                  (h) purchase money security interests in or purchase money
         mortgages on real or personal property acquired after the date hereof
         to secure purchase money Indebtedness of the type and amount permitted
         by ss 9.1(c), incurred in connection with the acquisition of such
         property, which security interests or mortgages cover only the real or
         personal property so acquired.

         9.3. Restrictions on Investments. The Borrower will not, and will not
permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:

                  (a) marketable direct or guaranteed obligations of the United
         States of America that mature within one (1) year from the date of
         purchase by the Borrower;

                  (b) demand deposits, certificates of deposit, bankers
         acceptances and time deposits of United States banks having total
         assets in excess of $1,000,000,000;

<PAGE>
                                      -50-

                  (c) securities commonly known as "commercial paper" issued by
         a corporation organized and existing under the laws of the United
         States of America or any state thereof that at the time of purchase
         have been rated and the ratings for which are not less than "P 1" if
         rated by Moody's Investors Services, Inc., and not less than "A 1" if
         rated by Standard and Poor's Rating Group;

                  (d) Investments existing on the date hereof and listed on
         Schedule 9.3 hereto;

                  (e) Investments with respect to Indebtedness permitted by
         ss 9.1(e) so long as such entities remain Subsidiaries of the Borrower
         and such Subsidiary is a Guarantor;

                  (f) Investments consisting of the Guaranty or Investments by
         the Borrower in Subsidiaries of the Borrower which are party to the
         Guaranty and which are Subsidiaries of the Borrower;

                  (g) Investments consisting of promissory notes received as
         proceeds of asset dispositions permitted by ss 9.5.2.;

                  (h) Investments by the Borrower or any of its Subsidiaries in
         the capital stock and/or equity related instrument of other Persons
         pursuant to which the Borrower or such Subsidiary accepts such capital
         stock and/or equity related instrument as payment for services rendered
         to such Person by the Borrower or any Subsidiary, provided the
         aggregate original cost amount of all such Investments made pursuant to
         this ss 9.3(h) does not exceed $6,000,000; and

                  (i) Investments by the Borrower consisting of equity
         Investments by the Borrower not otherwise included in ss 9.3(h),
         provided, however, the aggregate original cost amount of all such
         Investments made pursuant to this ss 9.3(i) does not exceed $3,000,000.

         9.4. Restricted Payments. The Borrower and its Subsidiaries will not
make any Restricted Payments; provided, however, (a) the Subsidiaries of the
Borrower shall be permitted to make Distributions to the Borrower or to any
other Subsidiary which is a Guarantor; and (b) so long as no Default or Event of
Default has occurred and is continuing or would exist as a result thereof, the
Borrower shall be permitted to make repurchases of its capital stock (including
repurchases of capital stock of the Borrower from employees upon the termination
of employment or otherwise pursuant to any executive management or employment
agreements between the Borrower and such employees) so long as (1) the aggregate
purchase price for all such repurchases does not exceed $5,000,000 and the
aggregate purchase price for all repurchases of capital stock of departing
management and employees does not exceed $1,000,000) and (2) at the time of
making any such repurchase the aggregate amount of all outstanding Revolving
Credit Loans is $0 and the sum of the Maximum Drawing Amount plus all

<PAGE>
                                      -51-

Unpaid Reimbursement Obligations plus all Reimbursement Obligations does not
exceed $5,000,000 in the aggregate.

         9.5. Merger, Consolidation.

                  9.5.1. Mergers and Acquisitions. The Borrower will not, and
         will not permit any of its Subsidiaries to, become a party to any
         merger or consolidation, or agree to or effect any asset acquisition or
         stock acquisition (other than the acquisition of assets in the ordinary
         course of business consistent with past practices) except (a) the
         merger or consolidation of one or more of the Subsidiaries of the
         Borrower with and into the Borrower; (b) or the merger or consolidation
         of two or more Subsidiaries of the Borrower provided, if only one such
         Subsidiary is a Guarantor, the Subsidiary which is a Guarantor shall be
         the survivor of such merger or consolidation; and (c) other asset or
         stock acquisitions of Persons in the same or a similar line of business
         as the Borrower (a "Permitted Acquisition") where (i) the Borrower has
         provided the Agent with five (5) Business Days prior written notice of
         such Permitted Acquisition, which notice shall include a reasonably
         detailed description of such Permitted Acquisition; (ii) the Borrower
         has provided the Agent with all documents, instruments and agreements
         to be entered into in connection with the Permitted Acquisition; (iii)
         the business to be acquired would not subject the Agent or any of the
         Banks to regulatory or third party approvals in connection with the
         exercise of its rights and remedies under this Credit Agreement and the
         other Loan Documents; (iv) the business and assets so acquired in such
         Permitted Acquisition shall be acquired by the Borrower free and clear
         of all liens (other than Permitted Liens) and all Indebtedness (other
         than Indebtedness expressly permitted pursuant to ss 9.1 hereof), and
         the purchase price for any single acquisition or series of related
         acquisitions to be paid in any form of consideration other than the
         capital stock of the Borrower does not exceed $20,000,000, and the
         aggregate purchase price for all acquisitions made during the term of
         this Credit Agreement which are to be paid in any form of consideration
         other than the capital stock of the Borrower does not exceed
         $50,000,000 and, in addition, all cash related charges taken in
         connection with all such Permitted Acquisitions shall not exceed
         $10,000,000 in the aggregate for all such Permitted Acquisitions; (v)
         to the extent applicable, the Borrower has complied with ss 8.13
         hereof; (vi) the Borrower has demonstrated to the satisfaction of the
         Agent, based on a pro forma Compliance Certificate (which pro forma
         Compliance Certificate has been prepared with a methodology consistent
         with that used in preparing the projections delivered to the Agent and
         the Banks on the Closing Date), compliance with ss 10 hereof of a pro
         forma basis both immediately prior to and after giving effect to such
         Permitted Acquisition; (vii) the Borrower is the survivor of any merger
         consummated in connection with such Permitted Acquisition; and (viii)
         the Borrower has delivered to the Agent a certificate of the chief
         financial officer of the Borrower to the effect

<PAGE>
                                      -52-

         that (1) the Borrower will be solvent on a going-concern basis upon the
         consummation of the Permitted Acquisition; (2) the pro forma Compliance
         Certificate fairly presents the financial condition of the Borrower and
         its Subsidiaries as of the date thereof and after giving effect to such
         Permitted Acquisition and (3) no Default or Event of Default then
         exists or would result after giving effect to the Permitted
         Acquisition.

                  9.5.2. Disposition of Assets. The Borrower will not, and will
         not permit any of its Subsidiaries to, become a party to or agree to or
         effect any disposition of assets, other than the licensing of
         intellectual property and the disposition of obsolete assets, in each
         case in the ordinary course of business, consistent with past
         practices.

         9.6. Sale and Leaseback. The Borrower will not, and will not permit any
of its Subsidiaries to, enter into any arrangement, directly or indirectly,
whereby the Borrower or any Subsidiary of the Borrower shall sell or transfer
any property owned by it in order then or thereafter to lease such property or
lease other property that the Borrower or any Subsidiary of the Borrower intends
to use for substantially the same purpose as the property being sold or
transferred.

         9.7. Compliance with Environmental Laws. The Borrower will not, and
will not permit any of its Subsidiaries to, (a) use any of the Real Estate or
any portion thereof for the handling, processing, storage or disposal of
Hazardous Substances, (b) cause or permit to be located on any of the Real
Estate any underground tank or other underground storage receptacle for
Hazardous Substances, (c) generate any Hazardous Substances on any of the Real
Estate, (d) conduct any activity at any Real Estate or use any Real Estate in
any manner so as to cause a release (i.e. releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
disposing or dumping) or threatened release of Hazardous Substances on, upon or
into the Real Estate or (e) otherwise conduct any activity at any Real Estate or
use any Real Estate in any manner that would violate any Environmental Law or
bring such Real Estate in violation of any Environmental Law.

         9.8. Fiscal Year. The Borrower will not, and will not permit any of its
Subsidiaries to, change the date of the end of their respective fiscal years
from that set forth in ss 7.4.1.

         9.9. Employee Benefit Plans. Neither the Borrower nor any ERISA
Affiliate will:

                  (a) engage in any "prohibited transaction" within the meaning
         of ss 406 of ERISA or ss 4975 of the Code which could result in a
         material liability for the Borrower or any of its Subsidiaries; or

<PAGE>
                                      -53-

                  (b) permit any Guaranteed Pension Plan to incur an
         "accumulated funding deficiency", as such term is defined in ss 302 of
         ERISA, whether or not such deficiency is or may be waived; or

                  (c) fail to contribute to any Guaranteed Pension Plan to an
         extent which, or terminate any Guaranteed Pension Plan in a manner
         which, could result in the imposition of a lien or encumbrance on the
         assets of the Borrower or any of its Subsidiaries pursuant to ss 302(f)
         or ss 4068 of ERISA; or

                  (d) amend any Guaranteed Pension Plan in circumstances
         requiring the posting of security pursuant to ss 307 of ERISA
         or ss 401(a)(29) of the Code; or

                  (e) permit or take any action which would result in the
         aggregate benefit liabilities (with the meaning of ss 4001 of ERISA) of
         all Guaranteed Pension Plans exceeding the value of the aggregate
         assets of such Plans, disregarding for this purpose the benefit
         liabilities and assets of any such Plan with assets in excess of
         benefit liabilities.

         9.10. Business Activities. The Borrower will not, and will not permit
any of its Subsidiaries to, engage directly or indirectly (whether through
Subsidiaries or otherwise) in any type of business other than the businesses
conducted by them on the Closing Date and in related businesses.

         9.11. Transactions with Affiliates. Except as otherwise expressly set
forth on Schedule 7.14 hereto, the Borrower will not, and will not permit any of
its Subsidiaries to, engage in any transaction with any Affiliate (other than
for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any such Affiliate or, to the knowledge of the
Borrower, any corporation, partnership, trust or other entity in which any such
Affiliate has a substantial interest or is an officer, director, trustee or
partner, on terms more favorable to such Person than would have been obtainable
on an arm's-length basis in the ordinary course of business.

         9.12. Subordinated Debt. The Borrower will not, and will not permit any
of its Subsidiaries to amend, supplement or otherwise modify the terms of any of
the Subordinated Date or prepay, redeem or repurchase any of the Subordinated
Debt.

         9.13. Upstream Limitations. The Borrowers will not, and will not permit
any of its Subsidiaries to, enter into any agreement, contract or arrangement
(other than the Credit Agreement and the other Loan Documents) restricting the
ability of any Subsidiary to pay or make dividends or distributions in cash or
kind, to make loans, advances or other payments of whatsoever nature or to make
transfers or distributions of all

<PAGE>
                                      -54-

or any part of its assets (other than as permitted by ss 9.2 hereof) to the
Borrower or any of its Subsidiaries.

         9.14. Inconsistent Agreements. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any agreement containing any
provision which would be violated or breached by the performance by the Borrower
or any of its Subsidiaries of their respective obligations hereunder or under
any of the Loan Documents.

         9.15. Charter Amendments. The Borrower will not, nor will it permit any
of its Subsidiaries to, amend its certificate of incorporation or by-laws, or
similar organizational documents, if such change could reasonably be expected to
have a material adverse effect on any Bank's or the Agents rights hereunder or
the Borrower's or such Subsidiary's ability to perform any of its obligations
hereunder.

                    10. FINANCIAL COVENANTS OF THE BORROWER.

         The Borrower covenants and agrees that, so long as any Revolving Credit
Loan, Unpaid Reimbursement Obligations, Letter of Credit or Revolving Credit
Note is outstanding or any Bank has any obligation to make any Revolving Credit
Loans or the Agent has any obligation to issue, extend or renew any Letters of
Credit:

         10.1. Leverage Ratio. The Borrower will not permit the Leverage Ratio
at any time to exceed 1.75:1.00.

         10.2. Minimum Tangible Net Worth. The Borrower will not permit
Consolidated Tangible Net Worth at any time to be less than the sum of (a)
$88,215,000, plus (b) on a cumulative basis, 85% of positive Consolidated Net
Income for each fiscal quarter beginning with the fiscal quarter ending December
31, 2000, plus (c) 100% of the proceeds of any sale by the Borrower or any
Subsidiary of (i) equity securities issued by the Borrower or any Subsidiary,
and (ii) warrants or subscription rights for equity securities issued by the
Borrower or any Subsidiary.

         10.3. EBITDA to Total Interest Expense. The Borrower will not, for any
fiscal quarter, permit the ratio of (a) EBITDA for the Reference Period to (b)
Consolidated Total Interest Expense for such period, to be less than 3.00:1.00.

         10.4. Quick Ratio. The Borrower will not permit the ratio of
Consolidated Quick Assets to Consolidated Current Liabilities to be less than
1.50:1.00 at any time.

                             11. CLOSING CONDITIONS.

         The obligations of the Banks to make the initial Revolving Credit Loans
and the Agent to issue any initial Letters of Credit shall be subject to the
satisfaction of the following conditions precedent:

<PAGE>
                                      -55-

         11.1. Loan Documents etc. Each of the Loan Documents shall have been
duly executed and delivered by the respective parties thereto, shall be in full
force and effect and shall be in form and substance satisfactory to each of the
Banks. Each Bank shall have received a fully executed copy of each such
document.

         11.2. Certified Copies of Charter Documents. Each of the Banks shall
have received from the Borrower and each of its Subsidiaries, a copy, certified
by a duly authorized officer of such Person to be true and complete on the
Closing Date, of each of (a) its charter or other incorporation documents as in
effect on such date of certification, and (b) its by-laws as in effect on such
date.

         11.3. Corporate Action. All corporate action necessary for the valid
execution, delivery and performance by the Borrower and each of its Subsidiaries
of this Credit Agreement and the other Loan Documents to which it is or is to
become a party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Banks shall have been provided to each of the Banks.

         11.4. Incumbency Certificate. Each of the Banks shall have received
from the Borrower and each of its Subsidiaries an incumbency certificate, dated
as of the Closing Date, signed by a duly authorized officer of the Borrower or
such Subsidiary, and giving the name and bearing a specimen signature of each
individual who shall be authorized: (a) to sign, in the name and on behalf of
each of the Borrower of such Subsidiary, each of the Loan Documents to which the
Borrower or such Subsidiary is or is to become a party; (b) in the case of the
Borrower, to make Loan Requests and Conversion Requests and to apply for Letters
of Credit; and (c) to give notices and to take other action on its behalf under
the Loan Documents.

         11.5. UCC Search Results. The Agent shall have received from each of
the Borrower and its Subsidiaries the results of UCC searches, indicating no
liens other than Permitted Liens.

         11.6. Certificates of Insurance. The Agent shall have received a
certificate of insurance from an independent insurance broker dated as of the
Closing Date, identifying insurers, types of insurance, insurance limits, and
policy terms.

         11.7. Opinions of Counsel. Each of the Banks and the Agent shall have
received a favorable opinion addressed to the Banks and the Agent, dated as of
the Closing Date, in form and substance satisfactory to the Banks and the Agent,
from Hogan & Hartson LLP, counsel to the Borrower and its Subsidiaries.

         11.8. Payment of Fees. The Borrower shall have paid to the Banks or the
Agent, as appropriate, the closing fees pursuant to ss 5.1.

<PAGE>
                                      -56-

         11.9. Termination of Facility. The Borrower shall have terminated the
Revolving Credit Agreement dated as of November 7, 1997 by and among the
Borrower, the lenders party thereto and Fleet National Bank as agent, and repaid
all obligations thereunder.

         11.10. Consents and Approvals. The Agent shall have received evidence
that all consents and approvals necessary to complete the transactions
contemplated hereby have been obtained.

                        12. CONDITIONS TO ALL BORROWINGS.

         The obligations of the Banks to make any Revolving Credit Loan, and of
the Agent to issue, extend or renew any Letter of Credit, in each case whether
on or after the Closing Date, shall also be subject to the satisfaction of the
following conditions precedent:

         12.1. Representations True; No Event of Default. Each of the
representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of the making of such Revolving Credit Loan or the
issuance, extension or renewal of such Letter of Credit, with the same effect as
if made at and as of that time (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing.

         12.2. No Legal Impediment. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Bank would make it illegal for such Bank to make such Revolving Credit
Loan or to participate in the issuance, extension or renewal of such Letter of
Credit or in the reasonable opinion of the Agent would make it illegal for the
Agent to issue, extend or renew such Letter of Credit.

         12.3. Governmental Regulation. Each Bank shall have received such
statements in substance and form reasonably satisfactory to such Bank as such
Bank shall require for the purpose of compliance with any applicable regulations
of the Comptroller of the Currency or the Board of Governors of the Federal
Reserve System.

         12.4. Proceedings and Documents. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents and
all other documents incident thereto shall be satisfactory in substance and in
form to the Banks and to the Agent and the Agent's Special Counsel, and the
Banks, the Agent and such counsel shall

<PAGE>
                                      -57-

have received all information and such counterpart originals or certified or
other copies of such documents as the Agent may reasonably request.

         12.5. Pro Forma Compliance. The Agent shall have received either (a) an
updated pro forma Compliance Certificate demonstrating compliance with the
Leverage Ratio covenant set forth in ss 10.1 hereof on a pro forma basis both
before and after giving effect to the making of the Revolving Credit Loan or
issuance, extension or renewal of any Letter of Credit being requested by the
Borrower or (b) to the extent there are no changes to the Compliance Certificate
previously delivered to the Agent, a certification from the Borrower that the
Compliance Certificate as previously delivered continues to demonstrate
compliance with the Leverage Ratio covenant set forth in ss 10.1 hereof on a pro
forma basis both before and after giving effect to the making of the Revolving
Credit Loan or the issuance, extension or renewal of any Letter of Credit being
requested by the Borrower.

                    13. EVENTS OF DEFAULT; ACCELERATION; ETC.

         13.1. Events of Default and Acceleration. If any of the following
events ("Events of Default" or, if the giving of notice or the lapse of time or
both is required, then, prior to such notice or lapse of time, "Defaults") shall
occur:

                  (a) the Borrower shall fail to pay any principal of the
         Revolving Credit Loans or any Reimbursement Obligation when the same
         shall become due and payable, whether at the stated date of maturity or
         any accelerated date of maturity or at any other date fixed for
         payment;

                  (b) the Borrower shall fail to pay any interest on the
         Revolving Credit Loans, the commitment fee, any Letter of Credit Fee,
         or other sums due hereunder or under any of the other Loan Documents,
         when the same shall become due and payable, whether at the stated date
         of maturity or any accelerated date of maturity or at any other date
         fixed for payment and such failure shall continue for three (3)
         Business Days;

                  (c) the Borrower shall fail to comply with any of its
         covenants contained in ss 8.1, 8.4, 8.5.1, 8.9, 8.13, 9 or 10;

                  (d) the Borrower or any of its Subsidiaries shall fail to
         perform any term, covenant or agreement contained herein or in any of
         the other Loan Documents (other than those specified elsewhere in this
         ss 13.1) for thirty (30) days after written notice of such failure has
         been given to the Borrower by the Agent;

                  (e) any representation or warranty of the Borrower or any of
         its Subsidiaries in this Credit Agreement or any of the other Loan
         Documents or in any other document or instrument delivered pursuant to
         or in connection with this Credit Agreement shall prove

<PAGE>
                                      -58-

         to have been false in any material respect upon the date when made or
         deemed to have been made or repeated;

                  (f) the Borrower or any of its Subsidiaries shall fail to pay
         at maturity, or within any applicable period of grace, any obligation
         for borrowed money or credit received or in respect of any Capitalized
         Leases, in an amount in excess of $500,000 in the aggregate, or fail to
         observe or perform any material term, covenant or agreement contained
         in any agreement by which it is bound, evidencing or securing borrowed
         money or credit received or in respect of any Capitalized Leases for
         such period of time as would permit (assuming the giving of appropriate
         notice if required) the holder or holders thereof or of any obligations
         issued thereunder to accelerate the maturity thereof or any such holder
         or holders shall rescind or shall have a right to rescind the purchase
         of any such obligations;

                  (g) the Borrower or any of its Subsidiaries shall make an
         assignment for the benefit of creditors, or admit in writing its
         inability to pay or generally fail to pay its debts as they mature or
         become due, or shall petition or apply for the appointment of a trustee
         or other custodian, liquidator or receiver of the Borrower or any of
         its Subsidiaries or of any substantial part of the assets of the
         Borrower or any of its Subsidiaries or shall commence any case or other
         proceeding relating to the Borrower or any of its Subsidiaries under
         any bankruptcy, reorganization, arrangement, insolvency, readjustment
         of debt, dissolution or liquidation or similar law of any jurisdiction,
         now or hereafter in effect, or shall take any action to authorize or in
         furtherance of any of the foregoing, or if any such petition or
         application shall be filed or any such case or other proceeding shall
         be commenced against the Borrower or any of its Subsidiaries and the
         Borrower or any of its Subsidiaries shall indicate its approval
         thereof, consent thereto or acquiescence therein or such petition or
         application shall not have been dismissed within forty-five (45) days
         following the filing thereof;

                  (h) a decree or order is entered appointing any such trustee,
         custodian, liquidator or receiver or adjudicating the Borrower or any
         of its Subsidiaries bankrupt or insolvent, or approving a petition in
         any such case or other proceeding, or a decree or order for relief is
         entered in respect of the Borrower or any Subsidiary of the Borrower in
         an involuntary case under federal bankruptcy laws as now or hereafter
         constituted;

                  (i) there shall remain in force, undischarged, unsatisfied and
         unstayed, for more than thirty days, whether or not consecutive, any
         final judgment against the Borrower or any of its Subsidiaries that,
         with other outstanding final judgments, undischarged, against the
         Borrower or any of its Subsidiaries exceeds in the aggregate
         $2,000,000, or the Borrower shall pay an uninsured judgement or enter
         into one or more settlements of any litigation with the aggregate

<PAGE>
                                      -59-

         judgment and/or settlement amounts not otherwise covered by insurance
         of more than $2,000,000 in the aggregate;

                  (j) if any of the Loan Documents shall be cancelled,
         terminated, revoked or rescinded otherwise than in accordance with the
         terms thereof or with the express prior written agreement, consent or
         approval of the Banks, or any action at law, suit or in equity or other
         legal proceeding to cancel, revoke or rescind any of the loan documents
         shall be commenced by or on behalf of the Borrower or any of its
         Subsidiaries party thereto or any of their respective stockholders, or
         any court or any other governmental or regulatory authority or agency
         of competent jurisdiction shall make a determination that, or issue a
         judgment, order, decree or ruling to the effect that, any one or more
         of the Loan Documents is illegal, invalid or unenforceable in
         accordance with the terms thereof;

                  (k) the Borrower or any ERISA Affiliate incurs any liability
         to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA
         in an aggregate amount exceeding $1,000,000, or the Borrower or any
         ERISA Affiliate is assessed withdrawal liability pursuant to Title IV
         of ERISA by a Multiemployer Plan requiring aggregate annual payments
         exceeding $1,000,000, or any of the following occurs with respect to a
         Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to
         make a required installment or other payment (within the meaning of
         ss 302(f)(1) of ERISA), provided that the Agent determines in its
         reasonable discretion that such event (A) could be expected to result
         in liability of the Borrower or any of its Subsidiaries to the PBGC or
         such Guaranteed Pension Plan in an aggregate amount exceeding
         $1,000,000 and (B) could constitute grounds for the termination of such
         Guaranteed Pension Plan by the PBGC, for the appointment by the
         appropriate United States District Court of a trustee to administer
         such Guaranteed Pension Plan or for the imposition of a lien in favor
         of such Guaranteed Pension Plan; or (ii) the appointment by a United
         States District Court of a trustee to administer such Guaranteed
         Pension Plan; or (iii) the institution by the PBGC of proceedings to
         terminate such Guaranteed Pension Plan;

                  (l) the Borrower or any of its Subsidiaries shall be enjoined,
         restrained or in any way prevented by the order of any court or any
         administrative or regulatory agency from conducting any material part
         of its business and such order shall continue in effect for more than
         thirty (30) days;

                  (m) any strike, lockout, labor dispute, embargo, condemnation,
         act of God or public enemy, or other casualty, which in any such case
         causes, for more than fifteen (15) consecutive days, the cessation or
         substantial curtailment of revenue producing activities at any facility
         of the Borrower or any of its Subsidiaries if such event or
         circumstance is not covered by business interruption insurance and

<PAGE>
                                      -60-

         would have a material adverse effect on the business or financial
         condition of the Borrower or such Subsidiary;

                  (n) there shall occur the loss, suspension or revocation of,
         or failure to renew, any license or permit now held or hereafter
         acquired by the Borrower or any of its Subsidiaries if such loss,
         suspension, revocation or failure to renew would have a material
         adverse effect on the business or financial condition of the Borrower
         or such Subsidiary;

                  (o) the Borrower or any of its Subsidiaries shall be indicted
         for a state or federal crime, or any civil or criminal action shall
         otherwise have been brought or threatened against the Borrower or any
         of its Subsidiaries, a punishment for which in any such case could
         include the forfeiture of any assets of the Borrower or such Subsidiary
         having a fair market value in excess of $1,000,000;

                  (p) the Borrower shall at any time, legally or beneficially
         own less than 100% of the capital stock of each Subsidiary, as adjusted
         pursuant to any stock split, stock dividend or recapitalization or
         reclassification of the capital of such Subsidiary; or

                  (q) any person or group of persons (within the meaning of
         Section 13 or 14 of the Securities Exchange Act of 1934, as amended)
         shall have acquired beneficial ownership (within the meaning of Rule
         13d-3 promulgated by the Securities and Exchange Commission under said
         Act) of twenty percent (20%) or more of the outstanding shares of the
         common stock of the Borrower, or during any period of twelve
         consecutive calendar months, individuals who were directors of the
         Borrower on the first day of such period shall cease to constitute a
         majority of the board of directors of the Borrower ;

then, and in any such event, so long as the same may be continuing, the Agent
shall, upon the request of the Majority Banks, by notice in writing to the
Borrower declare all amounts owing with respect to this Credit Agreement, the
Revolving Credit Notes and the other Loan Documents and all Reimbursement
Obligations to be, and they shall thereupon forthwith become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrower; provided that in the
event of any Event of Default specified in ss 13.1(g) or 13.1(h), all such
amounts shall become immediately due and payable automatically and without any
requirement of notice from the Agent or any Bank.

         13.2. Termination of Commitments. If any one or more of the Events of
Default specified in ss 13.1(g) or ss 13.1(h) shall occur, any unused portion of
the credit hereunder shall forthwith terminate and each of the Banks shall be
relieved of all obligations to make Revolving Credit Loans to the Borrower and
the Agent shall be relieved of all further obligations to issue, extend or renew
Letters of Credit. If any other Event of Default shall

<PAGE>
                                      -61-

have occurred and be continuing, or if on any Drawdown Date or other date for
issuing, extending or renewing any Letters of Credit the conditions precedent to
the making of the Revolving Credit Loans to be made on such Drawdown Date or, as
the case may be, to issuing, extending or renewing such Letter of Credit on such
date are not satisfied, the Agent may and, upon the request of the Majority
Banks, shall, by notice to the Borrower, terminate the unused portion of the
credit hereunder, and upon such notice being given such unused portion of the
credit hereunder shall terminate immediately and each of the Banks shall be
relieved of all further obligations to make Revolving Credit Loans and the Agent
shall be relieved of all further obligations to issue, extend or renew Letters
of Credit. No termination of the credit hereunder shall relieve the Borrower or
any of its Subsidiaries of any of the Obligations or any of its existing
obligations to any of the Banks arising under other agreements or instruments.

         13.3. Remedies. In case any one or more of the Events of Default shall
have occurred and be continuing, and whether or not the Banks shall have
accelerated the maturity of the Revolving Credit Loans pursuant to ss 13.1, each
Bank, if owed any amount with respect to the Revolving Credit Loans or the
Reimbursement Obligations, may, with the consent of the Majority Banks but not
otherwise, proceed to protect and enforce its rights by suit in equity, action
at law or other appropriate proceeding, whether for the specific performance of
any covenant or agreement contained in this Credit Agreement and the other Loan
Documents or any instrument pursuant to which the Obligations to such Bank are
evidenced, including as permitted by applicable law the obtaining of the ex
parte appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of such Bank. No remedy herein conferred upon any Bank
or the Agent or the holder of any Note or purchaser of any Letter of Credit
Participation is intended to be exclusive of any other remedy and each and every
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or any
other provision of law.

                                   14. SETOFF.

         Regardless of the adequacy of any collateral, during the continuance of
any Event of Default, any deposits or other sums credited by or due from any of
the Banks to the Borrower and any securities or other property of the Borrower
in the possession of such Bank may be applied to or set off by such Bank against
the payment of Obligations and any and all other liabilities, direct, or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with
each other Bank that (a) if an amount to be set off is to be applied to
Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by
the Revolving Credit Notes held by such Bank or constituting Reimbursement
Obligations owed to such Bank, such amount shall be applied ratably to such
other Indebtedness and to the Indebtedness evidenced by all such Revolving
Credit Notes held by such Bank or

<PAGE>
                                      -62-

constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank
shall receive from the Borrower, whether by voluntary payment, exercise of the
right of setoff, counterclaim, cross action, enforcement of the claim evidenced
by the Revolving Credit Notes held by such Bank by proceedings against the
Borrower at law or in equity or by proof thereof in bankruptcy, reorganization,
liquidation, receivership or similar proceedings, or otherwise, and shall retain
and apply to the payment of the Revolving Credit Note or Revolving Credit Notes
held by, or Reimbursement Obligations owed to, such Bank any amount in excess of
its ratable portion of the payments received by all of the Banks with respect to
the Revolving Credit Notes held by, and Reimbursement Obligations owed to, all
of the Banks, such Bank will make such disposition and arrangements with the
other Banks with respect to such excess, either by way of distribution, pro
tanto assignment of claims, subrogation or otherwise as shall result in each
Bank receiving in respect of the Revolving Credit Notes held by it or
Reimbursement Obligations owed it, its proportionate payment as contemplated by
this Credit Agreement; provided that if all or any part of such excess payment
is thereafter recovered from such Bank, such disposition and arrangements shall
be rescinded and the amount restored to the extent of such recovery, but without
interest.

                           15. THE AGENT.

         15.1. Authorization.

                  (a) The Agent is authorized to take such action on behalf of
         each of the Banks and to exercise all such powers as are hereunder and
         under any of the other Loan Documents and any related documents
         delegated to the Agent, together with such powers as are reasonably
         incident thereto, provided that no duties or responsibilities not
         expressly assumed herein or therein shall be implied to have been
         assumed by the Agent.

                  (b) The relationship between the Agent and each of the Banks
         is that of an independent contractor. The use of the term "Agent" is
         for convenience only and is used to describe, as a form of convention,
         the independent contractual relationship between the Agent and each of
         the Banks. Nothing contained in this Credit Agreement nor the other
         Loan Documents shall be construed to create an agency, trust or other
         fiduciary relationship between the Agent and any of the Banks.

                  (c) As an independent contractor empowered by the Banks to
         exercise certain rights and perform certain duties and responsibilities
         hereunder and under the other Loan Documents, the Agent is nevertheless
         a "representative" of the Banks, as that term is defined in Article 1
         of the Uniform Commercial Code, for purposes of actions for the benefit
         of the Banks and the Agent with respect to all collateral security and
         guaranties contemplated by the Loan Documents. Such actions include the
         designation of the Agent as

<PAGE>
                                      -63-

         "secured party", "mortgagee" or the like on all financing statements
         and other documents and instruments, whether recorded or otherwise,
         relating to the attachment, perfection, priority or enforcement of any
         security interests, mortgages or deeds of trust in collateral security
         intended to secure the payment or performance of any of the
         Obligations, all for the benefit of the Banks and the Agent.

         15.2. Employees and Agents. The Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Credit Agreement and the other Loan Documents. The
Agent may utilize the services of such Persons as the Agent in its sole
discretion may reasonably determine, and all reasonable fees and expenses of any
such Persons shall be paid by the Borrower.

         15.3. No Liability. Neither the Agent nor any of its shareholders,
directors, officers or employees nor any other Person assisting them in their
duties nor any agent or employee thereof, shall be liable for any waiver,
consent or approval given or any action taken, or omitted to be taken, in good
faith by it or them hereunder or under any of the other Loan Documents, or in
connection herewith or therewith, or be responsible for the consequences of any
oversight or error of judgment whatsoever, except that the Agent or such other
Person, as the case may be, may be liable for losses due to its willful
misconduct or gross negligence.

         15.4. No Representations.

                  15.4.1. General. The Agent shall not be responsible for the
         execution or validity or enforceability of this Credit Agreement, the
         Revolving Credit Notes, the Letters of Credit any of the other Loan
         Documents or any instrument at any time constituting, or intended to
         constitute, collateral security for the Revolving Credit Notes, or for
         the value of any such collateral security or for the validity,
         enforceability or collectability of any such amounts owing with respect
         to the Revolving Credit Notes, or for any recitals or statements,
         warranties or representations made herein or in any of the other Loan
         Documents or in any certificate or instrument hereafter furnished to it
         by or on behalf of the Borrower or any of its Subsidiaries, or be bound
         to ascertain or inquire as to the performance or observance of any of
         the terms, conditions, covenants or agreements herein or in any
         instrument at any time constituting, or intended to constitute,
         collateral security for the Revolving Credit Notes or to inspect any of
         the properties, books or records of the Borrower or any of its
         Subsidiaries. The Agent shall not be bound to ascertain whether any
         notice, consent, waiver or request delivered to it by the Borrower or
         any holder of any of the Notes shall have been duly authorized or is
         true, accurate and complete. The Agent has not made nor does it now
         make any representations or warranties, express or implied, nor does it
         assume any liability to the Banks, with respect to the credit

<PAGE>
                                      -64-

         worthiness or financial conditions of the Borrower or any of its
         Subsidiaries. Each Bank acknowledges that it has, independently and
         without reliance upon the Agent or any other Bank, and based upon such
         information and documents as it has deemed appropriate, made its own
         credit analysis and decision to enter into this Credit Agreement.

                  15.4.2. Closing Documentation, etc. For purposes of
         determining compliance with the conditions set forth in ss 11, each
         Bank that has executed this Credit Agreement shall be deemed to have
         consented to, approved or accepted, or to be satisfied with, each
         document and matter either sent, or made available, by the Agent or any
         of its affiliates to such Bank for consent, approval, acceptance or
         satisfaction, or required thereunder to be to be consent to or approved
         by or acceptable or satisfactory to such Bank, unless an officer of the
         Agent or any of its affiliates active upon the Borrower's account shall
         have received notice from such Bank prior to the Closing Date
         specifying such Bank's objection thereto and such objection shall not
         have been withdrawn by notice to the Agent or any of its affiliates to
         such effect on or prior to the Closing Date.

         15.5. Payments.

                  15.5.1. Payments to Agent. A payment by the Borrower to the
         Agent hereunder or any of the other Loan Documents for the account of
         any Bank shall constitute a payment to such Bank. The Agent agrees
         promptly to distribute to each Bank such Bank's pro rata share of
         payments received by the Agent for the account of the Banks except as
         otherwise expressly provided herein or in any of the other Loan
         Documents.

                  15.5.2. Distribution by Agent. If in the opinion of the Agent
         the distribution of any amount received by it in such capacity
         hereunder, under the Revolving Credit Notes or under any of the other
         Loan Documents might involve it in liability, it may refrain from
         making distribution until its right to make distribution shall have
         been adjudicated by a court of competent jurisdiction. If a court of
         competent jurisdiction shall adjudge that any amount received and
         distributed by the Agent is to be repaid, each Person to whom any such
         distribution shall have been made shall either repay to the Agent its
         proportionate share of the amount so adjudged to be repaid or shall pay
         over the same in such manner and to such Persons as shall be determined
         by such court.

                  15.5.3. Delinquent Banks. Notwithstanding anything to the
         contrary contained in this Credit Agreement or any of the other Loan
         Documents, any Bank that fails (a) to make available to the Agent its
         pro rata share of any Revolving Credit Loan or to purchase any Letter
         of Credit Participation or (b) to comply with the provisions of ss 14
         with respect to making dispositions and arrangements with the other

<PAGE>
                                      -65-

         Banks, where such Bank's share of any payment received, whether by
         setoff or otherwise, is in excess of its pro rata share of such
         payments due and payable to all of the Banks, in each case as, when and
         to the full extent required by the provisions of this Credit Agreement,
         shall be deemed delinquent (a "Delinquent Bank") and shall be deemed a
         Delinquent Bank until such time as such delinquency is satisfied. A
         Delinquent Bank shall be deemed to have assigned any and all payments
         due to it from the Borrower, whether on account of outstanding
         Revolving Credit Loans, Unpaid Reimbursement Obligations, interest,
         fees or otherwise, to the remaining nondelinquent Banks for application
         to, and reduction of, their respective pro rata shares of all
         outstanding Revolving Credit Loans and Unpaid Reimbursement
         Obligations. The Delinquent Bank hereby authorizes the Agent to
         distribute such payments to the nondelinquent Banks in proportion to
         their respective pro rata shares of all outstanding Revolving Credit
         Loans and Unpaid Reimbursement Obligations. A Delinquent Bank shall be
         deemed to have satisfied in full a delinquency when and if, as a result
         of application of the assigned payments to all outstanding Revolving
         Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent
         Banks, the Banks' respective pro rata shares of all outstanding
         Revolving Credit Loans and Unpaid Reimbursement Obligations have
         returned to those in effect immediately prior to such delinquency and
         without giving effect to the nonpayment causing such delinquency.

         15.6. Holders of Notes. The Agent may deem and treat the payee of any
Revolving Credit Note or the purchaser of any Letter of Credit Participation as
the absolute owner or purchaser thereof for all purposes hereof until it shall
have been furnished in writing with a different name by such payee or by a
subsequent holder, assignee or transferee.

         15.7. Indemnity. The Banks ratably agree hereby to indemnify and hold
harmless the Agent and its affiliates from and against any and all claims,
actions and suits (whether groundless or otherwise), losses, damages, costs,
expenses (including any expenses for which the Agent or such affiliate has not
been reimbursed by the Borrower as required by ss 16), and liabilities of every
nature and character arising out of or related to this Credit Agreement, the
Revolving Credit Notes, or any of the other Loan Documents or the transactions
contemplated or evidenced hereby or thereby, or the Agent's actions taken
hereunder or thereunder, except to the extent that any of the same shall be
directly caused by the Agent's willful misconduct or gross negligence.

         15.8. Agent as Bank. In its individual capacity, Fleet shall have the
same obligations and the same rights, powers and privileges in respect to its
Commitment and the Revolving Credit Loans made by it, and as the holder of any
of the Revolving Credit Notes and as the purchaser of any Letter of Credit
Participations, as it would have were it not also the Agent.

<PAGE>
                                      -66-

         15.9. Resignation. The Agent may resign at any time by giving sixty
(60) days prior written notice thereof to the Banks and the Borrower; provided,
however, notwithstanding the foregoing, Fleet agrees that so long as its
Commitment Percentage is 51% or greater, it will not resign as the Agent
hereunder without the Borrower's prior written consent. Upon any such
resignation, the Majority Banks shall have the right to appoint a successor
Agent. Unless a Default or Event of Default shall have occurred and be
continuing, such successor Agent shall be reasonably acceptable to the Borrower.
If no successor Agent shall have been so appointed by the Majority Banks and
shall have accepted such appointment within thirty (30) days after the retiring
Agent's giving of notice of resignation, then the retiring Agent may, on behalf
of the Banks, appoint a successor Agent, which shall be a financial institution
having a rating of not less than A or its equivalent by Standard & Poor's
Corporation. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder. After any retiring Agent's resignation, the provisions of this Credit
Agreement and the other Loan Documents shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting
as Agent.

         15.10. Notification of Defaults and Events of Default. Each Bank hereby
agrees that, upon learning of the existence of a Default or an Event of Default,
it shall promptly notify the Agent thereof. The Agent hereby agrees that upon
receipt of any notice under this ss 15.10 it shall promptly notify the other
Banks of the existence of such Default or Event of Default.

                        16. EXPENSES AND INDEMNIFICATION.

         16.1. Expenses. The Borrower agrees to pay (a) the reasonable costs of
producing and reproducing this Credit Agreement, the other Loan Documents and
the other agreements and instruments mentioned herein, (b) any taxes (including
any interest and penalties in respect thereto) payable by the Agent or any of
the Banks (other than taxes based upon the Agent's or any Bank's net income) on
or with respect to the transactions contemplated by this Credit Agreement (the
Borrower hereby agreeing to indemnify the Agent and each Bank with respect
thereto), (c) the reasonable fees, expenses and disbursements of the Agent's
Special Counsel or any local counsel to the Agent incurred in connection with
the preparation, syndication, administration or interpretation of the Loan
Documents and other instruments mentioned herein, each closing hereunder, any
amendments, modifications, approvals, consents or waivers hereto or hereunder,
or the cancellation of any Loan Document upon payment in full in cash of all of
the Obligations or pursuant to any terms of such Loan Document for providing for
such cancellation, (d) the fees, expenses and disbursements of the Agent or any
of its affiliates incurred by the Agent or such affiliate in connection with the
preparation, syndication, administration or interpretation of the Loan Documents
and other instruments mentioned herein, (e) all reasonable out-of-pocket
expenses

<PAGE>
                                      -67-

(including without limitation reasonable attorneys' fees and costs, which
attorneys may be employees of any Bank or the Agent, and reasonable consulting,
accounting, appraisal, investment banking and similar professional fees and
charges) incurred by any Bank or the Agent in connection with (i) the
enforcement of or preservation of rights under any of the Loan Documents against
the Borrower or any of its Subsidiaries or the administration thereof after the
occurrence of a Default or Event of Default and (ii) any litigation, proceeding
or dispute whether arising hereunder or otherwise, in any way related to any
Bank's or the Agent's relationship with the Borrower or any of its Subsidiaries
and (f) all reasonable fees, expenses and disbursements of any Bank or the Agent
incurred in connection with UCC searches.

         16.2. Indemnification. The Borrower agrees to indemnify and hold
harmless the Agent, its affiliates and the Banks from and against any and all
claims, actions and suits whether groundless or otherwise, and from and against
any and all liabilities, losses, damages and expenses of every nature and
character arising out of this Credit Agreement or any of the other Loan
Documents or the transactions contemplated hereby including, without limitation,
(a) any actual or proposed use by the Borrower or any of its Subsidiaries of the
proceeds of any of the Revolving Credit Loans or Letters of Credit, (b) the
reversal or withdrawal of any provisional credits granted by the Agent in
connection with the provisional honoring of checks or other items, (c) the
Borrower or any of its Subsidiaries entering into or performing this Credit
Agreement or any of the other Loan Documents or (d) with respect to the Borrower
and its Subsidiaries and their respective properties and assets, the violation
of any Environmental Law, the presence, disposal, escape, seepage, leakage,
spillage, discharge, emission, release or threatened release of any Hazardous
Substances or any action, suit, proceeding or investigation brought or
threatened with respect to any Hazardous Substances (including, but not limited
to, claims with respect to wrongful death, personal injury or damage to
property), in each case including, without limitation, the reasonable fees and
disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding. In
litigation, or the preparation therefor, the Banks and the Agent and its
affiliates shall be entitled to select their own counsel and, in addition to the
foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and
expenses of such counsel. If, and to the extent that the obligations of the
Borrower under this ss 16.2 are unenforceable for any reason, the Borrower
hereby agrees to make the maximum contribution to the payment in satisfaction of
such obligations which is permissible under applicable law.

         16.3. Survival. The covenants contained in this ss 16 shall survive
payment or satisfaction in full of all other Obligations.

                           17. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

         17.1. Confidentiality. Each of the Banks and the Agent agrees, on
behalf of itself and each of its affiliates, directors, officers, employees and

<PAGE>
                                      -68-

representatives, to use reasonable precautions to keep confidential, in
accordance with their customary procedures for handling confidential information
of the same nature and in accordance with safe and sound banking practices, any
non-public information supplied to it by the Borrower or any of its Subsidiaries
pursuant to this Credit Agreement that is identified by such Person as being
confidential at the time the same is delivered to the Banks or the Agent,
provided that nothing herein shall limit the disclosure of any such information
(a) after such information shall have become public other than through a
violation of this ss 17, (b) to the extent required by statute, rule, regulation
or judicial process, (c) to counsel for any of the Banks or the Agent, (d) to
bank examiners or any other regulatory authority having jurisdiction over any
Bank or the Agent, or to auditors or accountants in respect of such regulatory
matters, (e) to the Agent, any Bank or any affiliate of any of the foregoing,
(f) in connection with any litigation to which any one or more of the Banks, the
Agent or any affiliate of any Bank or the Agent is a party, or in connection
with the enforcement of rights or remedies hereunder or under any other Loan
Document, or (g) to any assignee or participant (or prospective assignee or
participant) so long as such assignee or participant agrees to be bound by the
provisions of ss 19.6. Each Bank and the Agent agrees to indemnify the Borrower
from and against any and all claims, actions and suits and from and against any
and all liabilities, losses, damages and expenses of every nature and character
arising out of such Bank's or the Agent's gross negligence or willful misconduct
in complying with its obligations under this ss 17.2.

         17.2. Prior Notification. Unless specifically prohibited by applicable
law or court order, each of the Banks and the Agent shall, prior to disclosure
thereof, notify the Borrower of any request for disclosure of any such
non-public information by any governmental agency or representative thereof
(other than any such request in connection with an examination of the financial
condition of such Bank by such governmental agency) or pursuant to legal
process.

         17.3. Other. In no event shall any Bank or the Agent be obligated or
required to return any materials furnished to it or any of its affiliates by the
Borrower or any of its Subsidiaries. The obligations of each Bank under this
ss 17 shall supersede and replace the obligations of such Bank under any
confidentiality letter in respect of this financing signed and delivered by such
Bank to the Borrower prior to the date hereof and shall be binding upon any
assignee of, or purchaser of any participation in, any interest in any of the
Revolving Credit Loans or Reimbursement Obligations from any Bank.

                         18. SURVIVAL OF COVENANTS, ETC.

         All covenants, agreements, representations and warranties made herein,
in the Revolving Credit Notes, in any of the other Loan Documents or in any
documents or other papers delivered by or on behalf of the Borrower or any of
its Subsidiaries pursuant hereto shall be deemed to have been relied upon by the
Banks and the Agent, notwithstanding any investigation

<PAGE>
                                      -69-

heretofore or hereafter made by any of them, and shall survive the making by the
Banks of any of the Revolving Credit Loans and the issuance, extension or
renewal of any Letters of Credit, as herein contemplated, and shall continue in
full force and effect so long as any Letter of Credit or any amount due under
this Credit Agreement or the Revolving Credit Notes or any of the other Loan
Documents remains outstanding or any Bank has any obligation to make any
Revolving Credit Loans or the Agent has any obligation to issue, extend or renew
any Letter of Credit, and for such further time as may be otherwise expressly
specified in this Credit Agreement. All representations and warranties made or
contained in any certificate or other paper delivered to any Bank or the Agent
at any time by or on behalf of the Borrower or any of its Subsidiaries pursuant
hereto or in connection with the transactions contemplated hereby shall
constitute representations and warranties by the Borrower or such Subsidiary
hereunder.

                        19. ASSIGNMENT AND PARTICIPATION.

         19.1. Conditions to Assignment by Banks. Except as provided herein,
each Bank may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Credit Agreement (including all or
a portion of its Commitment Percentage and Commitment and the same portion of
the Revolving Credit Loans at the time owing to it, the Revolving Credits held
by it and its participating interest in the risk relating to any Letters of
Credit); provided that (a) each of the Agent and, unless a Default or Event of
Default shall have occurred and be continuing, the Borrower shall have given its
prior written consent to such assignment, which consent, in the case of the
Borrower, will not be unreasonably withheld, (b) each such assignment shall be
of a constant, and not a varying, percentage of all the assigning Bank's rights
and obligations under this Credit Agreement, (c) each assignment shall be in an
amount that is a whole multiple of $2,500,000, (d) so long as no Default or
Event of Default has occurred and is continuing, Fleet shall at all times retain
a Commitment Percentage of not less than 51%, and (e) the parties to such
assignment shall execute and deliver to the Agent, for recording in the Register
(as hereinafter defined), an Assignment and Acceptance, substantially in the
form of Exhibit E hereto (an "Assignment and Acceptance"), together with any
Revolving Credit Notes subject to such assignment. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, which effective date shall be at least five
(5) Business Days after the execution thereof, (i) the assignee thereunder shall
be a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank
shall, to the extent provided in such assignment and upon payment to the Agent
of the registration fee referred to in ss 19.3, be released from its obligations
under this Credit Agreement.

         19.2. Certain Representations and Warranties; Limitations; Covenants.
By executing and delivering an Assignment and Acceptance,

<PAGE>
                                      -70-

the parties to the assignment thereunder confirm to and agree with each other
and the other parties hereto as follows:

                  (a) other than the representation and warranty that it is the
         legal and beneficial owner of the interest being assigned thereby free
         and clear of any adverse claim, the assigning Bank makes no
         representation or warranty, express or implied, and assumes no
         responsibility with respect to any statements, warranties or
         representations made in or in connection with this Credit Agreement or
         the execution, legality, validity, enforceability, genuineness,
         sufficiency or value of this Credit Agreement, the other Loan Documents
         or any other instrument or document furnished pursuant hereto or the
         attachment, perfection or priority of any security interest or
         mortgage,

                  (b) the assigning Bank makes no representation or warranty and
         assumes no responsibility with respect to the financial condition of
         the Borrower and its Subsidiaries or any other Person primarily or
         secondarily liable in respect of any of the Obligations, or the
         performance or observance by the Borrower and its Subsidiaries or any
         other Person primarily or secondarily liable in respect of any of the
         Obligations of any of their obligations under this Credit Agreement or
         any of the other Loan Documents or any other instrument or document
         furnished pursuant hereto or thereto;

                  (c) such assignee confirms that it has received a copy of this
         Credit Agreement, together with copies of the most recent financial
         statements referred to in ss 7.4 and ss 8.4 and such other documents
         and information as it has deemed appropriate to make its own credit
         analysis and decision to enter into such Assignment and Acceptance;

                  (d) such assignee will, independently and without reliance
         upon the assigning Bank, the Agent or any other Bank and based on such
         documents and information as it shall deem appropriate at the time,
         continue to make its own credit decisions in taking or not taking
         action under this Credit Agreement;

                  (e) such assignee represents and warrants that it is an
         Eligible Assignee;

                  (f) such assignee appoints and authorizes the Agent to take
         such action as agent on its behalf and to exercise such powers under
         this Credit Agreement and the other Loan Documents as are delegated to
         the Agent by the terms hereof or thereof, together with such powers as
         are reasonably incidental thereto;

                  (g) such assignee agrees that it will perform in accordance
         with their terms all of the obligations that by the terms of this
         Credit Agreement are required to be performed by it as a Bank;

<PAGE>
                                      -71-

                  (h) such assignee represents and warrants that it is legally
         authorized to enter into such Assignment and Acceptance; and

                  (i) such assignee acknowledges that it has made arrangements
         with the assigning Bank satisfactory to such assignee with respect to
         its pro rata share of Letter of Credit Fees in respect of outstanding
         Letters of Credit.

         19.3. Register. The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it and a register or similar list (the "Register") for
the recordation of the names and addresses of the Banks and the Commitment
Percentage of, and principal amount of the Revolving Credit Loans owing to and
Letter of Credit Participations purchased by, the Banks from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Agent and the Banks may treat each Person whose name is
recorded in the Register as a Bank hereunder for all purposes of this Credit
Agreement. The Register shall be available for inspection by the Borrower and
the Banks at any reasonable time and from time to time upon reasonable prior
notice. Upon each such recordation, the assigning Bank agrees to pay to the
Agent a registration fee in the sum of $3,500.

         19.4. New Revolving Credit Notes. Upon its receipt of an Assignment and
Acceptance executed by the parties to such assignment, together with each
Revolving Credit subject to such assignment, the Agent shall (a) record the
information contained therein in the Register, and (b) give prompt notice
thereof to the Borrower and the Banks (other than the assigning Bank). Within
five (5) Business Days after receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Agent, in exchange for each
surrendered Revolving Credit Note, a new Revolving Credit Note to the order of
such Eligible Assignee in an amount equal to the amount assumed by such Eligible
Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank
has retained some portion of its obligations hereunder, a new Revolving Credit
Note to the order of the assigning Bank in an amount equal to the amount
retained by it hereunder. Such new Revolving Credit Notes shall provide that
they are replacements for the surrendered Revolving Credit Notes, shall be in an
aggregate principal amount equal to the aggregate principal amount of the
surrendered Revolving Credit Notes, shall be dated the effective date of such in
Assignment and Acceptance and shall otherwise be substantially the form of the
assigned Revolving Credit Notes. Within five (5) days of issuance of any new
Revolving Credit Notes pursuant to this ss 19.4, the Borrower shall deliver an
opinion of counsel, addressed to the Banks and the Agent, relating to the due
authorization, execution and delivery of such new Revolving Credit Notes and the
legality, validity and binding effect thereof, in form and substance
satisfactory to the Banks. The surrendered Revolving Credit Notes shall be
cancelled and returned to the Borrower.

         19.5. Participations. Each Bank may sell participations to one or more
banks or other entities in all or a portion of such Bank's rights and

<PAGE>
                                      -72-

obligations under this Credit Agreement and the other Loan Documents; provided
that (a) each such participation shall be in an amount of not less than
$2,000,000, (b) any such sale or participation shall not affect the rights and
duties of the selling Bank hereunder to the Borrower and (c) the only rights
granted to the participant pursuant to such participation arrangements with
respect to waivers, amendments or modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Revolving Credit Loans, extend the term
or increase the amount of the Commitment of such Bank as it relates to such
participant, reduce the amount of any commitment fees or Letter of Credit Fees
to which such participant is entitled or extend any regularly scheduled payment
date for principal or interest.

         19.6. Disclosure. The Borrower agrees that in addition to disclosures
made in accordance with standard and customary banking practices any Bank may
disclose information obtained by such Bank pursuant to this Credit Agreement to
assignees or participants and potential assignees or participants hereunder;
provided that such assignees or participants or potential assignees or
participants shall agree (a) to treat in confidence such information unless such
information otherwise becomes public knowledge, (b) not to disclose such
information to a third party, except as required by law or legal process and (c)
not to make use of such information for purposes of transactions unrelated to
such contemplated assignment or participation. For purposes of this ss 19.6 an
assignee or participant or potential assignee or participant may include a
counterparty with whom such Bank has entered into or potentially might enter
into a derivative contract referenced to credit or other risks or events arising
under this Credit Agreement or any other Loan Document.

         19.7. Assignee or Participant Affiliated with the Borrower. If any
assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall
have no right to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Agent pursuant to ss 13.1 or ss 13.2, and
the determination of the Majority Banks shall for all purposes of this Credit
Agreement and the other Loan Documents be made without regard to such assignee
Bank's interest in any of the Revolving Credit Loans or Reimbursement
Obligations. If any Bank sells a participating interest in any of the Revolving
Credit Loans or Reimbursement Obligations to a participant, and such participant
is the Borrower or an Affiliate of the Borrower, then such transferor Bank shall
promptly notify the Agent of the sale of such participation. A transferor Bank
shall have no right to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or modifications to any of the Loan Documents or for
purposes of making requests to the Agent pursuant to ss 13.1 or ss 13.2 to the
extent that such participation is beneficially owned by the Borrower or any
Affiliate of the Borrower, and the determination of the

<PAGE>
                                      -73-

Majority Banks shall for all purposes of this Credit Agreement and the other
Loan Documents be made without regard to the interest of such transferor Bank in
the Revolving Credit Loans or Reimbursement Obligations. The provisions of this
ss 19.7 shall not apply to an assignee Bank or participant which is also a Bank
on the Closing Date or to an assignee Bank or participant which has disclosed to
the other Banks that it is an Affiliate of the Borrower and which, following
such disclosure, has been excepted from the provisions of this ss 19.7 in a
writing signed by the Majority Banks determined without regard to the interest
of such assignee Bank or transferor Bank, to the extent of such participation,
in Revolving Credit Loans.

         19.8. Miscellaneous Assignment Provisions. Any assigning Bank shall
retain its rights to be indemnified pursuant to ss 16 with respect to any claims
or actions arising prior to the date of such assignment. If any assignee Bank is
not incorporated under the laws of the United States of America or any state
thereof, it shall, prior to the date on which any interest or fees are payable
hereunder or under any of the other Loan Documents for its account, deliver to
the Borrower and the Agent certification as to its exemption from deduction or
withholding of any United States federal income taxes. Anything contained in
this ss 19 to the contrary notwithstanding, any Bank may at any time pledge all
or any portion of its interest and rights under this Credit Agreement (including
all or any portion of its Revolving Credit Notes) to any of the twelve Federal
Reserve Banks organized under ss 4 of the Federal Reserve Act, 12 U.S.C. ss 341.
No such pledge or the enforcement thereof shall release the pledgor Bank from
its obligations hereunder or under any of the other Loan Documents.

         19.9. Assignment by Borrower. The Borrower shall not assign or transfer
any of its rights or obligations under any of the Loan Documents without the
prior written consent of each of the Banks.

                                20. NOTICES, ETC.

         Except as otherwise expressly provided in this Credit Agreement, all
notices and other communications made or required to be given pursuant to this
Credit Agreement or the Revolving Credit Notes shall be in writing and shall be
delivered in hand, mailed by United States registered or certified first class
mail, postage prepaid, sent by overnight courier, or sent by telegraph,
telecopy, facsimile or telex and confirmed by delivery via courier or postal
service, addressed as follows:

                  (a) if to the Borrower, at 1001 Brickell Avenue, Suite 3000,
         Miami, Florida 33131, Attention: John F. Brennan, Chief Financial
         Officer, with a copy to J. Hovey Kemp, Esq., Hogan & Hartson L.L.P.,
         Columbia Square, 555 Thirteenth Street, N.W., Washington, DC 20004-1109
         or at such other address for notice as the Borrower shall last have
         furnished in writing to the Person giving the notice,;

<PAGE>
                                      -74-

                  (b) if to the Agent, at 100 Federal Street, Boston,
         Massachusetts 02110, USA, Attention: Larisa B. Chilton, Vice President,
         or such other address for notice as the Agent shall last have furnished
         in writing to the Person giving the notice; and

                  (c) if to any Bank, at such Bank's address set forth on
         Schedule 1 hereto, or such other address for notice as such Bank shall
         have last furnished in writing to the Person giving the notice.

         Any such notice or demand shall be deemed to have been duly given or
made and to have become effective (a) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(b) if sent by registered or certified first-class mail, postage prepaid, on the
third Business Day following the mailing thereof.

                           21. GOVERNING LAW.

         THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF MASSACHUSETTS
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER
AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN ss 20. THE
BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

                           22. HEADINGS.

         The captions in this Credit Agreement are for convenience of reference
only and shall not define or limit the provisions hereof.

                           23. COUNTERPARTS.

         This Credit Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart, each of which
when executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this Credit Agreement it shall not
be necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.

<PAGE>
                                      -75-

                           24. ENTIRE AGREEMENT, ETC.

         The Loan Documents and any other documents executed in connection
herewith or therewith express the entire understanding of the parties with
respect to the transactions contemplated hereby. All prior or contemporaneous
promises, agreements and understandings, whether oral or written, are deemed to
be superceded by this Credit Agreement and the other Loan Documents, and no
party is relying on any promise, agreement or understanding not set forth in
this Credit Agreement or the other Loan Documents. Neither this Credit Agreement
nor any term hereof may be changed, waived, discharged or terminated, except as
provided in ss 26.

                           25. WAIVER OF JURY TRIAL.

         The Borrower hereby waives its right to a jury trial with respect to
any action or claim arising out of any dispute in connection with this Credit
Agreement, the Revolving Credit Notes or any of the other Loan Documents, any
rights or obligations hereunder or thereunder or the performance of which rights
and obligations. Except as prohibited by law, the Borrower hereby waives any
right it may have to claim or recover in any litigation referred to in the
preceding sentence any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages. The Borrower (a)
certifies that no representative, agent or attorney of any Bank or the Agent has
represented, expressly or otherwise, that such Bank or the Agent would not, in
the event of litigation, seek to enforce the foregoing waivers and (b)
acknowledges that the Agent and the Banks have been induced to enter into this
Credit Agreement, the other Loan Documents to which it is a party by, among
other things, the waivers and certifications contained herein.

                           26. CONSENTS, AMENDMENTS, WAIVERS, ETC.

         Any consent or approval required or permitted by this Credit Agreement
to be given by the Banks may be given, and any term of this Credit Agreement,
the other Loan Documents or any other instrument related hereto or mentioned
herein may be amended, and the performance or observance by the Borrower or any
of its Subsidiaries of any terms of this Credit Agreement, the other Loan
Documents or such other instrument or the continuance of any Default or Event of
Default may be waived (either generally or in a particular instance and either
retroactively or prospectively) with, but only with, the written consent of the
Borrower and the written consent of the Majority Banks. Notwithstanding the
foregoing, the rate of interest on the Revolving Credit Notes (other than
interest accruing pursuant to ss 5.10.2 following the effective date of any
waiver by the Majority Banks of the Default or Event of Default relating
thereto), and the amount of commitment fee or Letter of Credit Fees hereunder
may not be decreased without the

<PAGE>
                                      -76-

written consent of the Borrower and the written consent of each Bank affected
thereby; the amount of the Commitments may not be increased without the written
consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date
may not be postponed without the written consent of each Bank affected thereby;
this ss 26 and the definition of Majority Banks may not be amended, without the
written consent of all of the Banks; the amount of any Letter of Credit Fees
payable for the Agent's account and ss 15 may not be amended without the written
consent of the Agent. No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon. No course of dealing or
delay or omission on the part of the Agent or any Bank in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice
to or demand upon the Borrower shall entitle the Borrower to other or further
notice or demand in similar or other circumstances.

                           27. USURY.

         All agreements between the Borrower and the Agent and the Banks are
hereby expressly limited so that in no contingency or event whatsoever, whether
by reason of acceleration of the maturity of the Revolving Credit Notes or
otherwise, shall the amount paid or agreed to be paid to the Agent or any Bank
for the use or the forbearance of the Indebtedness represented by any Revolving
Credit Note exceed the maximum permissible under applicable law. In this regard,
it is expressly agreed that it is the intent of the Borrower, the Agent and the
Banks, in the execution, delivery and acceptance of the Revolving Credit Notes,
to contract in strict compliance with the laws of the Commonwealth of
Massachusetts. If, under any circumstances whatsoever, performance or
fulfillment of any provision of any of the Revolving Credit Notes or any of the
other Loan Documents at the time such provision is to be performed or fulfilled
shall involve exceeding the limit of validity prescribed by applicable law, then
the obligation so to be performed or fulfilled shall be reduced automatically to
the limits of such validity, and if under any circumstances whatsoever the Agent
or any Banks should ever receive as interest an amount which would exceed the
highest lawful rate, such amount which would be excessive interest shall be
applied to the reduction of the principal balance evidenced by the Revolving
Credit Notes and not to the payment of interest. The provisions of this ss 27
shall control every other provision of this Credit Agreement and each of the
Revolving Credit Notes.

                           28. SEVERABILITY.

         The provisions of this Credit Agreement are severable and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction, and shall
not in any manner affect such clause or provision in any other jurisdiction, or
any other clause or provision of this Credit Agreement in any jurisdiction.

<PAGE>
                                      -77-

         IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

                                       answerthink, inc.



                                       By: /s/ Ulysses Knotts
                                          --------------------------------------
                                           Name: Ulysses Knotts
                                           Title: Executive Vice President

                                       FLEET NATIONAL BANK, individually
                                       and as Agent



                                       By: /s/ Larisa B. Chilton
                                          --------------------------------------
                                           Name: Larisa B. Chilton
                                           Title: Vice President