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                         CREDIT AGREEMENT





                             between
                                 




                 COMPUTER LEARNING CENTERS, INC.,
                                 




                               and
                                 




                      CORESTATES BANK, N.A.
                                 

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                                      i


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                                  TABLE OF CONTENTS
                                           
                                                               PAGE

SECTION 1.  CONSTRUCTION AND DEFINITIONS........................1
    1.1 Defined Terms...........................................1
    1.2 Other Definitional Provisions...........................18
SECTION 2.  AMOUNT AND TERMS OF LOAN COMMITMENTS................19
    2.1 Revolving Credit Commitment.............................19
    2.2 Revolving Credit Notes..................................19
    2.3 Procedure for Revolving Credit Borrowing................20
    2.4 Unused Facility Fee.....................................20
    2.5 Reduction of Revolving Credit Commitment................21
    2.6 Payment at Revolving Credit Termination Date............21
    2.7 Conversion of Revolving Credit Loans to Convertible 
              Term Loans........................................21
    2.8 Convertible Term Loan Units.............................21
    2.9 Convertible Term Loan Notes.............................22
    2.10 Optional Prepayments...................................22
    2.11 Interest Rate Conversion Options; Minimum Amount 
              of Loans..........................................22
    2.12 Number and Amounts of Eurodollar Tranches..............23
    2.13 Interest Rates and Payment Dates.......................23
    2.14 Computation of Interest and Fees.......................24
    2.15 Inability to Determine Interest Rate...................24
    2.16 Payments...............................................25
    2.17 Illegality.............................................25
    2.18 Requirements of Law....................................26
    2.19 Taxes..................................................27
    2.20 Indemnity..............................................28
    2.21 Certain Calculations...................................28
SECTION 3.  LETTERS OF CREDIT...................................28
    3.1 Letter of Credit Commitment.............................28
    3.2 Procedure for Issuance and Renewal of Letters 
              of Credit.........................................29
    3.3 Reimbursement of the Lender.............................29
    3.4 Commissions, Fees and Charges...........................30
    3.5 Interest on Amounts Disbursed under Letters of
               Credit...........................................30
    3.6 Computation of Interest and Fees; Payment not on 
              Business Days.....................................30
    3.7 Increased Costs.........................................31
    3.8 Nature of Obligations and Indemnities...................31
    3.9 Inconsistency in Documents..............................33
SECTION 4.  REPRESENTATIONS AND WARRANTIES......................33
    4.1 Financial Condition.....................................33
    4.2 No Change...............................................34
    4.3 Organization and Good Standing; Compliance with Law.....34

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    4.4 Authorization; Enforceable Obligations..................34
    4.5 No Legal Bar............................................35
    4.6 No Material Litigation; Labor Matters...................35
    4.7 No Default..............................................35
    4.8 Ownership of Property; Liens............................35
    4.9 Business Premises.......................................36
    4.10 Subsidiaries...........................................36
    4.11 Environmental..........................................36
    4.12 Solvency...............................................36
    4.13 Taxes..................................................37
    4.14 Federal Regulations....................................37
    4.15 Employee Matters.......................................37
    4.16 Investment Company Act; Other Regulations..............39
    4.17 Accuracy and Completeness of Information...............39
    4.18 Purpose of Loans.......................................40
SECTION 5.  CONDITIONS PRECEDENT................................40
    5.1 Conditions to Initial Extensions of Credit..............40
    (a)  Credit Documents.......................................40
    (b)  Consents...............................................40
    (c)  Related Agreements.....................................40
    (d)  Borrowing Certificate..................................41
    (e)  Borrower Proceedings...................................41
    (f)  Borrower Incumbency Certificate........................41
    (g)  Borrower Organizational Documents......................41
    (h)  Good Standing Certificates.............................41
    (i)  Financial Information..................................41
    (j)  Litigation.............................................41
    (k)  No Violation...........................................42
    (l)  Consents, Licenses and Approval........................42
    (m)  Filings, Registrations and Recordings..................42
    (n)  Lien Searches..........................................42
    (o)  Insurance..............................................42
    (p)  Legal Opinions.........................................42
    (q)  Landlord Agreement.....................................43
    5.2 Conditions to Each Loan.................................43
    (a)  Representations and Warranties.........................43
    (b)  No Default.............................................43
    (c)  No Material Litigation.................................43
    (d)  No Material Adverse Change.............................43
    (e)  Additional Matters.....................................43
SECTION 6.  AFFIRMATIVE COVENANTS...............................44
    6.1 Financial Information...................................44
    6.2 Payment of Obligations..................................45
    6.3 Conduct of Business and Maintenance of Existence........45
    6.4 Maintenance of Property; Insurance......................46
    6.5 Inspection of Property and Books and Records............46

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    6.6 Notices.................................................46
    6.7 Government Regulations..................................47
    6.8 Employee Benefit Plans..................................47
    6.9 Environmental...........................................47
    6.10 Perfection of Security Interest........................49
SECTION 7.  NEGATIVE COVENANTS..................................49
    7.1 Financial Condition Covenants...........................49
    (a)  Leverage Ratio.........................................49
    (b)  Fixed Charge Coverage Ratio............................49
    (c)  Current Ratio..........................................49
    7.2 Limitation on Indebtedness..............................49
    7.3 Limitation on Liens.....................................50
    7.4 Limitation on Negative Pledge Clauses...................50
    7.5 Limitation on Contingent Obligations....................51
    7.6 Limitations on Fundamental Changes......................51
    7.7 Limitation on Acquisitions..............................51
    7.8 Limitation on Sale of Assets............................51
    7.9 Limitation on Restricted Payments.......................52
    7.10 Limitation on Transactions with Affiliates.............52
    7.11 Limitation on Subsidiaries.............................52
    7.12 Limitation on Investments, Loans and Advances..........52
    7.13 Limitation on Optional Payments and Modifications......53
    7.14 Limitation on Sale and Leaseback.......................53
    7.15 Fiscal Year............................................53
    7.16 Places of Business.....................................53
    7.17 Change of Name.........................................53
    7.18 ERISA..................................................54
    7.19 Environmental..........................................54
    7.20 Limitation on Inconsistent Agreements..................54
SECTION 8.  EVENTS OF DEFAULT...................................54
SECTION 9.  MISCELLANEOUS.......................................58
    9.1 Amendments and Waivers..................................58
    9.2 More Restrictive Provisions.............................59
    9.3 Notices.................................................59
    9.4 No Waiver; Cumulative Remedies..........................61
    9.5 Survival of Representations and Warranties..............61
    9.6 Payment of Expenses and Taxes...........................61
    9.7 Further Assurances......................................62
    9.8 Unenforceability........................................62
    9.9 Indemnification Concerning Fees.........................62
    9.10 Waiver of Trial by Jury................................62
    9.11 Additional Waivers.....................................63
    9.12 Successors and Assigns; Transfers of Interests.........63
    9.13 Counterparts...........................................63
    9.14 Governing Law..........................................64
    9.15 Submission To Jurisdiction.............................64

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SCHEDULE I    BORROWER BUSINESS PREMISES
SCHEDULE 4.6  LITIGATION
SCHEDULE 4.11 ENVIRONMENTAL MATTERS
SCHEDULE 7.3  PERMITTED LIENS


EXHIBIT A     FORM OF CONVERTIBLE TERM LOAN NOTE
EXHIBIT B     FORM OF OFFICER DEFAULT CERTIFICATE
EXHIBIT C     FORM OF OFFICER FINANCIAL COVENANT CERTIFICATE
EXHIBIT D     FORM OF REVOLVING CREDIT NOTE
EXHIBIT E     FORM OF BORROWING CERTIFICATE
EXHIBIT F     FORM OF PROJECTIONS

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                                            v
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                         CREDIT AGREEMENT 


     THIS CREDIT AGREEMENT is made as of the 23rd day of
December, 1996, by and between COMPUTER LEARNING CENTERS,
INC., a Delaware corporation (the "Borrower"), and
CORESTATES BANK, N.A. (the "Lender").

     The parties hereto hereby agree as follows:

     SECTION 1.  CONSTRUCTION AND DEFINITIONS

     1.1  Defined Terms.  As used in this Agreement, the
following terms have the following meanings:

     "Accountant Default Certificate":  a certificate, in
form and content satisfactory to the Lender, of the
independent certified public accountants who reviewed annual
financial statements of the Borrower and its Subsidiaries
(a) certifying to the Lender whether, in the course of such
review, any information came to their attention causing them
to know or believe that any Default or Event of Default
existed and, if so, setting forth the facts relevant
thereto, and (b) certifying to the Lender that they reviewed
the Officer Financial Covenant Certificate accompanying such
financial statements and certifying to the Lender whether
they have any reason to know or believe that any of the
calculations contained in such Officer Financial Covenant
Certificate are not accurate in any material respect and, if
so, setting forth the facts relevant thereto.

     "Adjusted Net Income":  for a particular period, the consolidated net 
income of the Borrower and its Subsidiaries for such period determined in 
conformity with GAAP consistently applied, plus, to the extent deducted in 
determining such net income for such period, (a) provision for taxes 
applicable to such period, (b) the amount of all depreciation, amortization 
and other noncash charges applicable to such period, (c) the amount of 
Interest Expense applicable to such period, and (d) the amount of all 
payments required to be made by the Borrower and its Subsidiaries (whether or 
not actually made) during such period on account of Operating Leases, minus 
fifty percent (50%) of the 

 

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amount of Capital Expenditures during such period.

          "Affiliate":  as to any Person:  (a) any Person in which such 
Person legally or beneficially owns or holds, directly or indirectly, 
twenty-five percent (25%) or more of the capital stock, partnership 
interests, joint venture interests, membership interests or other equity 
interests; (b) any partnership in which such Person is a general partner or 
any joint venture in which such Person is a joint venturer; and (c) any 
Person that is a director, officer or employee of any of the foregoing or of 
such Person or that legally or beneficially owns or holds, directly or 
indirectly, twenty-five percent (25%) or more of the capital stock, 
partnership interests, joint venture interests, membership interests or other 
equity interests in any of the foregoing or in such Person.

     "Agreement":  this Credit Agreement, as amended,
modified, extended, renewed, supplemented or replaced from
time to time.

     "Applicable Margin":  

          (a)  With respect to Revolving Credit Loans which
are Base Rate Loans:  zero percent (0%);

          (b)  With respect to Convertible Term Loan Units
which are Base Rate Loans:  one-quarter of one percent
(.25%);

          (c)  With respect to Revolving Credit Loans which
are Eurodollar Loans:  one and one-quarter percent (1.25%);
and

          (d)  With respect to Convertible Term Loan Units
which are Eurodollar Loans:  one and one-half percent
(1.50%).

     "Authorized Officer":  in the case of any Person, the
President or any Vice President of such Person whose name
and title appears on a certificate of incumbency of the
authorized officers of such Person delivered concurrently
with the execution of this Agreement, as such certificate of
incumbency may be amended from time to time.

     "Available Commitment":  at a particular time, the
amount, if any, by which the Revolving Credit Maximum Amount
as at such time exceeds the Total Applicable Usage as at
such time.

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     "Base Rate":  at a particular time, the Prime Rate as
at such time.

     "Base Rate Loans":  Revolving Credit Loans and
Convertible Term Loan Units at such time as they are made
and/or being maintained at a rate of interest based upon the
Base Rate.

     "Borrower Business Premises":  the collective reference
to the Borrower Chief Executive Office and the other
premises of the Borrower identified in Schedule I.

     "Borrower Chief Executive Office":  the real property
and improvements leased by the Borrower known as
11350 Random Hills Road, Suite 240, Fairfax, Virginia 22030.

     "Borrower Security Agreement":  as amended, modified,
extended, renewed, supplemented or replaced from time to
time, the Security Agreement executed and delivered, or to
be executed and delivered, by the Borrower in favor of the
Lender, pursuant to which the Borrower shall, among other
things, grant to the Lender a security interest in all
present and future accounts, receivables, contract rights,
instruments and general intangibles of the Borrower, as well
as certain other assets or types of assets of the Borrower.

     "Borrowing Date":  any Business Day or Working Day
specified in a notice pursuant to Subsection 2.3 as a date
on which the Borrower requests the Lender to make a
Revolving Credit Loan hereunder.

     "Business Day":  a day other than a Saturday, Sunday or
other day on which commercial banks in Philadelphia,
Pennsylvania, are authorized or required by law to close.

     "Capital Expenditures":  for a particular period, the
aggregate amount of expenditures made or accrued by the
Borrower and its Subsidiaries during such period (including
expenditures made with respect to Capital Leases) which, in
conformity with GAAP, are required to be included in a
property, plant, equipment or comparable fixed asset account
reflected in a consolidated balance sheet of the Borrower
and its Subsidiaries, but excluding expenditures made in
connection with the replacement or restoration of assets to
the extent reimbursed or financed from 

                                    3

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insurance proceeds paid on account of loss of or damage to the assets being 
replaced or restored or from awards of compensation arising from the taking 
by condemnation or eminent domain of the assets being replaced or restored.

     "Capital Lease":  in the case of any Person, any lease
of any property (real, personal or mixed) by such Person as
lessee which, in conformity with GAAP, would be required to
be capitalized on a balance sheet of such Person.

     "Cash Equivalents":  (a) securities issued or directly
and fully guaranteed or insured by the United States of
America, or any agency or instrumentality thereof, having
maturities of not more than twenty-four (24) months from the
date of acquisition; (b) time deposits with the Lender,
certificates of deposit issued by the Lender, and time
deposits with, and certificates of deposit issued by, any
commercial bank incorporated under the laws of the United
States of America or any state thereof which has a combined
capital, surplus and undivided profits at least equal to One
Hundred Million Dollars ($100,000,000.00), and having
maturities of not more than eighteen (18) months from the
date of acquisition; (c) repurchase obligations with a term
of not more than seven (7) days for underlying securities of
the types described in clauses (a) and (b) above entered
into with the Lender or with any commercial bank
incorporated under the laws of the United States of America
or any state thereof which has a combined capital, surplus
and undivided profits at least equal to One Hundred Million
Dollars ($100,000,000.00); and (d) commercial paper of the
Lender or the holding company controlling the Lender and
commercial paper rated at least A-1 or the equivalent
thereof by Standard & Poor's Corporation or P-1 or the
equivalent thereof by Moody's Investors Service, Inc., and,
in either case, maturing within twenty-four (24) months
after the date of acquisition.

     "Change of Control":  (a) any Person, or two or more
Persons acting in concert, shall directly or indirectly
acquire, after the date of this Agreement, beneficial
ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities
Exchange Act of 1934) thirty percent (30%) or more of the
issued and outstanding voting capital stock of the Borrower
on a fully-diluted basis; or (b) individuals who, as of the
date of this Agreement, constitute the Board of Directors of
the Borrower (together with any new director whose election
by or whose nomination for election was approved by a vote
of at least 

                                   4

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two-thirds (2/3) of the directors then still in office who either were 
directors as of such time or whose election or nomination for election was 
previously so approved) shall for any reason cease to constitute a majority 
of the Board of Directors of the Borrower.

     "Closing Date":  the date on which the Lender makes the
initial Revolving Credit Loan or issues the initial Letter
of Credit, whichever is earlier.

     "Code":  the Internal Revenue Code of 1986, as amended
from time to time.

     "Collateral":  all property, interests and rights, and
the products and proceeds thereof, now or hereafter directly
or indirectly securing any of the Obligations pursuant to
the Borrower Security Agreement.

     "Commitments":  the collective reference to the
Revolving Credit Commitment, the L/C Commitment and the
Convertible Term Loan Commitment.

     "Commonly Controlled Entity":  a Person, whether or not
incorporated, which is part of a controlled group including
the Borrower or which is under common control with the
Borrower, as defined in Sections 414(b) and (c) of the Code.

     "Contingent Obligation":  as to any Person, any
obligation of such Person guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends, letters of
credit or other obligations (the "primary obligations") of
any other Person (the "primary obligor") in any manner,
whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not
contingent (a) to purchase any such primary obligation or
any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii)
to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency
of the primary obligor, (c) to purchase property, securities
or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary
obligor to make payment of such primary obligation or (d)
otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof.

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     "Contractual Obligation":  as to any Person, any
provision of any security issued by such Person or of any
agreement, instrument or undertaking to which such Person is
a party or by which it or any of its property is bound.

     "Conversion":  the conversion of a portion of the
Revolving Credit Loan Balance to a Convertible Term Loan
pursuant to Subsection 2.7.

     "Conversion Date":  any Business Day prior to the
Revolving Credit Termination Date on which a portion of the
Revolving Credit Loan Balance is, or is requested to be,
converted to a Convertible Term Loan.

     "Convertible Term Loan":  as defined in Subsection 2.7.

     "Convertible Term Loan Commitment":  the agreement of
the Lender set forth in Subsection 2.7 that Revolving Credit
Loans may be converted to Convertible Term Loans.

     "Convertible Term Loan Maximum Amount":  Two Million
Dollars ($2,000,000.00).

     "Convertible Term Loan Note":  as amended, modified,
extended, renewed, supplemented or replaced from time to
time, a promissory note of the Borrower, substantially in
the form of Exhibit A, appropriately completed, payable to
the order of the Lender and further evidencing the
obligation of the Borrower to pay with interest a
Convertible Term Loan.

     "Convertible Term Loan Termination Date":  in the case
of any Convertible Term Loan, the date on which the entire
unpaid principal amount thereof shall have become due and
payable in full.

     "Convertible Term Loan Unit":  as defined in
Subsection 2.8.

     "Credit Documents":  the collective reference to this
Agreement, the Notes, the Borrower Security Agreement, the
L/C Agreements and each other agreement, contract,
promissory note or other instrument, security agreement,
assignment, pledge agreement, indemnification agreement,
subordination agreement, 

                                   6

<PAGE>

mortgage, deed of trust, guaranty and other document now or hereafter 
evidencing, guaranteeing, securing (directly or indirectly), subordinating 
other obligations of the Borrower or any Other Obligor to, or containing any 
warranties, covenants, agreements or representations of any Person relating 
to, any Indebtedness, liability or obligation of the Borrower or any Other 
Obligor to the Lender, as each of the documents referred to in this 
definition may be amended, modified, extended, renewed, supplemented or 
replaced from time to time.

     "Current Ratio":  at a particular time, the ratio of
(a) Total Current Assets as at such time to (b) Total
Current Liabilities as at such time.

     "Default": the occurrence of any event which, with the
giving of notice or the lapse of time, or both, would
constitute an Event of Default.

     "Dollars" and "$":  dollars in lawful currency of the
United States of America.

     "Environmental Assessment":  an environmental site
assessment, including such audits, tests and procedures as
the Lender or the contractor performing the same may deem
necessary, together with a written report thereon, performed
and prepared by an experienced, responsible and reputable
contractor satisfactory to the Lender relating to past or
current presence, manufacture, generation, production,
processing, use, handling, treatment, storage or disposal of
Hazardous Substances on Obligor Use Property, past or
current Hazardous Substance Contamination, or compliance
with Environmental Laws of Obligor Use Property and past or
current operations conducted on Obligor Use Property.

     "Environmental Claim":  shall mean any letter, notice,
claim, demand, summons, citation, directive or other written
communication and any investigation, action, suit,
proceeding, litigation, judgment or decree by or from the
United States Environmental Protection Agency or any other
Person alleging, establishing or otherwise relating to any
Hazardous Substance Contamination or any violation of any
Environmental Law.

     "Environmental Laws":  the Resource Conservation and
Recovery Act, the Comprehensive Environmental Response,
Compensation and Liability Act, the Toxic Substances Control
Act, 

                                   7

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the Federal Insecticide, Fungicide, and Rodenticide Act, the Federal Water 
Pollution Control Act, the Safe Drinking Water Act, the Clean Air Act, the 
Solid Waste Disposal Act, the Emergency Planning and Community Right-To-Know 
Act, as each of the foregoing may be amended from time to time, and all 
rules, regulations, codes, orders, decrees, judgments, injunctions, notices 
and demand letters now or hereafter enacted, promulgated, approved, issued or 
entered thereunder, as the same may be amended from time to time, and all 
other federal, state, local and foreign laws, rules, regulations, codes, 
permits, directives, orders, decrees, judgments, injunctions, notices and 
demand letters now or hereafter enacted, promulgated, approved, issued or 
entered, and as amended from time to time, relating to the protection of the 
health of human beings or other living things or relating to pollution or 
protection of air, water, land or any other aspect of the environment, 
including, without limitation, all of the same relating to the presence, 
manufacture, generation, production, processing, use, handling, treatment, 
storage, disposal, importation, transportation, distribution or registration, 
or the release, emission, discharge or spilling into air, water, land or any 
other aspect of the environment, of any Hazardous Substance.

     "ERISA":  the Employee Retirement Income Security Act
of 1974, as amended from time to time.

     "Eurocurrency Reserve Requirements":  for any day as
applied to a Eurodollar Loan, the aggregate (without
duplication) of the rates (expressed as a decimal fraction)
of reserve requirements in effect on such day (including,
without limitation, basic, supplemental, marginal and
emergency reserves under any regulations of the Board of
Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect
thereto), dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of such Board) maintained by a
member bank of such System.

     "Eurodollar Base Rate":  with respect to each day
during each Interest Period pertaining to a Eurodollar Loan,
the rate per annum (rounded upwards, if necessary, to the
nearest 1/16ths of 1%) quoted at approximately 11:00 a.m.
London time, by the principal London branch of the Lender
two (2) Working Days prior to the first day of such Interest
Period for the offering to leading banks in the London
interbank market of Dollar deposits in 

                                  8

<PAGE>

immediately available funds for a period comparable to such Interest Period 
and in an amount comparable to the principal amount of such Eurodollar Loan.

     "Eurodollar Loans":  Revolving Credit Loans and
Convertible Term Loan Units at such time as they are made
and/or are being maintained at a rate of interest based upon
the Eurodollar Rate.

     ''Eurodollar Rate'':  with respect to each day during
each Interest Period pertaining to a Eurodollar Loan, a rate
per annum determined for such day in accordance with the
following formula (rounded upwards to the nearest whole
multiple of 1/100th of one percent):

                          Eurodollar Base Rate
        ------------------------------------------------
             1.00 - Eurocurrency Reserve Requirements
                                 
     "Eurodollar Tranche":  a collective reference to
(a) Revolving Credit Loans being maintained as Eurodollar
Loans having the same Interest Periods (whether or not
originally made on the same day), or (b) Convertible Term
Loan Units being maintained as Eurodollar Loans having the
same Interest Periods (whether or not originally made on the
same day).

     "Event of Default": any of the events specified in
Section 8.

     "Fixed Charge Coverage Ratio":  for a particular
period, the ratio of (a) Adjusted Net Income for such
period, to (b) Fixed Charges for such period.

     "Fixed Charges":  for a particular period, the sum of
(a) the amount of all payments required to be made by the
Borrower and its Subsidiaries (whether or not actually made)
on account of Operating Leases during such period, (b) the
amount of Interest Expense applicable to such period, and
(c) the aggregate amount of Long-Term Debt which will be due
and payable within twelve (12) months after the end of such
period.

     "GAAP":  generally accepted accounting principles in
the United States of America in effect from time to time. 
In the event of a change in GAAP affecting any of the
covenants contained in Subsection 7.1 or definitions
contained in Section 1 relating 

                                  9

<PAGE>

to such covenants, such covenants and definitions shall continue to be 
applied as though such change in GAAP had not occurred unless and until the 
Borrower and the Lender shall agree in writing to amend or adjust such 
covenants or definitions as deemed necessary as a result of such change in 
GAAP.

     "good faith":  with respect to any determination,
request or other action to be made or taken by any party
hereto "in good faith," that such party shall make or take
such determination, request or other action honestly and not
maliciously.

     "Governmental Authority":  any nation or government,
any state or other political subdivision thereof and any
entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government, and any Person owned or controlled directly or
indirectly by any of the foregoing, whether domestic or
foreign.

     "Hazardous Substance":  any hazardous substance,
hazardous material, hazardous waste, toxic substance, toxic
material, toxic waste, industrial waste, medical waste,
infectious waste, biomedical waste, biohazardous waste,
pollutant, contaminant, chemical, acid, solvent, caustic,
oil, petroleum, petroleum-based product, asbestos,
asbestos-containing substance or material, flammable
substance, flammable material, explosive substance,
explosive material, radon, radioactive substance,
radioactive material, urea formaldehyde foam insulation,
polychlorinated biphenyls, methane and any other substance
or material the presence, manufacture, generation,
production, processing, use, handling, treatment, storage,
disposal, release, emission, discharge, spilling,
importation, transportation, distribution or registration of
which is prohibited or regulated by any Environmental Law. 
The meaning of each term used in this definition shall
include, without limitation, the meaning or meanings
assigned to such term by any Environmental Laws.

     "Hazardous Substance Contamination":   (a) the
contamination, as a result of any Hazardous Substance, of
any Obligor Use Property; or (b) the contamination, as a
result of any manufacture, generation, production,
processing, use, handling, treatment, storage, disposal,
release, emission, discharge or spilling of any Hazardous
Substance on or from any Obligor Use Property, of any
surrounding, adjacent or nearby air, water, land 

                                   10

<PAGE>

or other property or other aspect of the environment which requires remedial 
action under any Environmental Law.

     "Indebtedness":  as to any Person, without duplication: 
(a) any obligation, indebtedness or liability of such Person
for the payment of money or any other item, which, in
conformity with GAAP, would be required to be included in
the liability section of a balance sheet of such Person or
in a note to the liability section of a balance sheet of
such Person, excluding reserves to the extent that such
reserves do not constitute obligations; (b) any obligation,
indebtedness or liability of such Person arising under any
conditional sale or other title retention agreement with
respect to property acquired by such Person, notwithstanding
that the remedies of the seller, lender or lessor under such
agreement in case of default are limited to repossession or
sale of property; (c) any obligation, indebtedness or
liability of any Person secured directly or indirectly by
any contingent or noncontingent security interest or other
Lien in or upon any present or future property of such
Person, whether or not such Person is personally liable for
such obligation, indebtedness or liability; and (d) any
obligation, indebtedness or liability of such Person in
connection with any Capital Lease.

     "Insolvency":  at any particular time in respect of a
Multiemployer Plan, insolvency of such Multiemployer Plan
within the meaning of Section 4245 of ERISA.

     "Interest Expense":  for a particular period, the total
interest expense of the Borrower and its Subsidiaries for
such period on a consolidated basis.

     "Interest Payment Date":  

          (a)  With respect to Base Rate Loans which are
Revolving Credit Loans:  the first day of each February,
May, August and November, commencing February 1, 1997;

          (b)  With respect to Base Rate Loans comprised of
Convertible Term Loan Units:  quarterly as provided in the
applicable Convertible Term Loan Note; and

          (c)  With respect to Eurodollar Loans:  the last
day of the Interest Period applicable thereto.

                                   11

<PAGE>

     "Interest Period":  as to any Eurodollar Loan:

               (a)  initially, the period commencing on the
borrowing or conversion date, as the case may be, with
respect to such Eurodollar Loan and, if such Eurodollar Loan
is comprised of Revolving Credit Loans, ending one (1), two
(2) or three (3) months thereafter, as selected by the
Borrower in its notice of borrowing as provided in
Subsection 2.3 or its notice of conversion as provided in
Subsection 2.11, as the case may be, or, if such Eurodollar
Loan is comprised of Convertible Term Loan Units, ending one
(1) month thereafter; and
     
               (b)  thereafter, each period commencing on
the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and, if such Eurodollar
Loan is comprised of Revolving Credit Loans, ending one (1),
two (2) or three (3) months thereafter, as selected by the
Borrower by irrevocable notice to the Lender not less than
three (3) Working Days prior to the last day of the then
current Interest Period with respect to such Eurodollar
Loan, or, if such Eurodollar Loan is comprised of
Convertible Term Loan Units, ending one (1) month
thereafter;
     
provided that all of the foregoing provisions relating to
Interest Periods are subject to the following:

               (i)  if any Interest Period with respect to a
Eurodollar Loan would otherwise end on a day which is not a
Working Day, that Interest Period shall be extended to the
next succeeding Working 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 Working Day;
     
               (ii) no Interest Period applicable to a
Eurodollar Tranche comprised of Revolving Credit Loans or
Convertible Term Loan Units shall end after, respectively,
the Revolving Credit Termination Date or the Convertible
Term Loan Termination Date;
     
               (iii)     any Interest Period with respect to
a Eurodollar Loan that begins on the last Working 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 Working
Day of a calendar month; and

                                       12

<PAGE>

               (iv) the Borrower shall select Interest
Periods so as not to require a payment or prepayment of any
Eurodollar Loan during an Interest Period for such Loan.
     
     "Investment":  legal or beneficial ownership of any
capital stock, partnership interest, joint venture interest,
membership interest or other equity interest in, or any
promissory note, bond, debenture or other Indebtedness of or
issued by, or any capital contribution to, or any other
investment in or security (as defined in the Securities Act
of 1933 or the Securities Exchange Act of 1934, or any
successor legislation, as amended from time to time) of or
issued by, any corporation, limited liability company,
partnership, joint venture or other Person.

          "L/C Aggregate Undrawn Amount":  at a particular
date, the aggregate undrawn amount, as at such date, of all
Letters of Credit issued and outstanding.

          "L/C Agreements":  as amended, modified, extended,
renewed, supplemented or replaced from time to time, such
applications, reimbursement agreements and other agreements
in form and content satisfactory to the Lender requesting
issuance of one or more Letters of Credit and setting forth
reimbursement obligations and other terms and conditions
relating thereto.

     "L/C Commission Rate":  one percent (1%) per annum.

     "L/C Commitment":  as defined in Subsection 3.1.

     "L/C Exposure":  at a particular time, the sum of
(a) the L/C Aggregate Undrawn Amount as at such time and
(b) L/C Reimbursement Obligations as at such time.

     "L/C Reimbursement Obligations":  at a particular time,
the aggregate amount of all drawings made under Letters of
Credit which, as at such time, have not been reimbursed by
the Borrower to the Lender.

     "Letters of Credit":  as defined in Subsection 3.1.

     "Leverage Ratio":  at a particular time, the ratio of (a) Total 
Liabilities as at such time, to (b) Tangible Net Worth as at such time.

                                   13

<PAGE>

     "Lien":  any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien
(statutory or other) or preference, priority or other
security agreement or preferential arrangement of any kind
or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement, any
Capital Lease having substantially the same economic effect
as any of the foregoing, and the filing of any financing
statement under the Uniform Commercial Code or comparable
law of any jurisdiction in respect of any of the foregoing).

     "Loans":  the collective reference to the Revolving
Credit Loans and the Convertible Term Loans.

     "Long-Term Debt":  all Indebtedness of the Borrower and
its Subsidiaries which was payable more than one (1) year
from the date of creation of such Indebtedness (excluding
reserves for deferred income taxes and other reserves to the
extent that such reserves do not constitute obligations).

     "Material Adverse Effect":  a material adverse effect
with respect to the business, assets, operations, business
prospects or financial condition of the Borrower, any of its
Subsidiaries or any Other Obligor, or a material adverse
effect with respect to the risks to the Lender attending the
Collateral, with respect to the risks to the Lender
attending any commitments of the Lender which could give
rise to any Obligations, or with respect to the prospect for
payment or collection in full of the Obligations. 

     "Material Litigation":  in the case of any Person, any
litigation, action, suit, proceeding or investigation
pending or overtly threatened in writing against such Person
or any Subsidiary of such Person, or any of their property,
at law or in equity, which, if determined adversely to such
Person or such Subsidiary, as the case may be, could
reasonably be expected to have a material adverse effect on
the business, assets, operations, business prospects or
financial condition of such Person or any Subsidiary of such
Person, or a material adverse effect with respect to the
risks to the Lender attending the Collateral, with respect
to the risks to the Lender attending any commitments of the
Lender which could give rise to any Obligations, or with
respect to the prospect for payment or 

                                  14

<PAGE>

collection in full of the Obligations.

     "Multiemployer Plan":  a Plan which is a multiemployer
plan as defined in Section 4001(a) (3) of ERISA.

     "Notes":  the collective reference to the Revolving
Credit Notes and the Convertible Term Loan Notes.

     "Obligations":  as amended, modified, extended,
renewed, supplemented, increased, refinanced, consolidated
or replaced from time to time, all present and future Loans
and other Indebtedness, liabilities and obligations of the
Borrower to the Lender of every kind and nature, whether
arising under or in connection with this Agreement, the
other Credit Documents or otherwise (including, without
limitation, all principal amounts, including future
advances, interest charges, fees and all other charges and
sums, as well as all costs and expenses, including
attorneys' fees and expenses, payable or reimbursable by the
Borrower under or pursuant to this Agreement, the other
Credit Documents and otherwise), whether direct or indirect,
contingent or noncontingent, matured or unmatured, accrued
or not accrued, liquidated or unliquidated, secured or
unsecured, related or unrelated to this Agreement, whether
or not now contemplated, whether arising in contract, tort,
equity or otherwise, whether the liability of the Borrower
with respect thereto is joint or several or both, and
whether or not any instrument or agreement relating thereto
specifically refers to this Agreement, including, without
limitation, all present and future obligations of the
Borrower in connection with overdrafts in any checking or
other account now or hereafter maintained by the Borrower
with the Lender, and all claims against the Borrower arising
or re-arising on account of or as a result of any payment
made by the Borrower or any Other Obligor with respect to
any obligations included in this definition which is
rescinded or recovered from or restored or returned under
authority of any law, rule, regulation, order of court or
Governmental Authority, or in connection with any compromise
or settlement relating thereto or relating to any pending or
threatened action, suit or proceeding relating thereto,
whether arising out of any proceedings under the United
States Bankruptcy Code or otherwise.

     "Obligor Use Property":  the collective reference to
any real property or improvements (or portion thereof)
owned, leased, subleased, occupied, used or operated by the
Borrower, any 

                                   15

<PAGE>

of its Subsidiaries or any Other Obligor.

     "Officer Default Certificate":  an appropriately
completed certificate in form substantially similar to
Exhibit B, but in form and content satisfactory to the
Lender, signed by the chief financial officer of the
Borrower certifying whether, as at a particular time and to
the knowledge and belief of such officer after diligent
inquiry, any Default or Event of Default existed and, if so,
setting forth all relevant facts with respect thereto.

     "Officer Financial Covenant Certificate":  an
appropriately completed certificate substantially similar to
Exhibit C, but in form and content satisfactory to the
Lender, signed by the chief financial officer of the
Borrower setting forth calculations of the covenants
contained in Subsection 7.1 as at a particular time or for a
particular period.

     "Operating Lease":  as to any Person, any lease of any
property (real, personal or mixed) by such Person as lessee
which is not a Capital Lease.

     "Other Obligor":  each Person other than the Borrower
that is now or hereafter primarily or secondarily, or
contingently or noncontingently, liable for or obligated
upon or in connection with any of the Obligations, or,
whether or not so liable, that has granted any lien or
security interest to or for the benefit of the Lender as
security for any of the Obligations or any obligations of
any other Person in connection with any of the Obligations,
or that has subordinated to any of the Obligations any
Indebtedness or obligations to such Person of any other
Person.

     "PBGC":  the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA.

     "Permitted Acquisition":  any acquisition by the Borrower or any 
Subsidiary of the Borrower of all or substantially all of the assets or 
business of any Person, or any assets of any Person in a transaction which is 
subject to the Bulk Transfers Title of the Uniform Commercial Code of any 
jurisdiction, whether by purchase of stock or assets, merger, consolidation 
or otherwise, provided that (a) the aggregate amount expended by the Borrower 
and its Subsidiaries in connection with all such acquisitions during any 
period of four (4) consecutive quarterly 

                                     16

<PAGE>

accounting periods of the Borrower beginning on or after the date of this 
Agreement (including Indebtedness assumed or incurred in connection with such 
acquisitions in excess of cash and Cash Equivalents acquired by the Borrower 
or its Subsidiaries in connection with such acquisitions, but excluding the 
value of stock of the Borrower or any of its Subsidiaries issued in 
connection therewith) does not exceed thirty percent (30%) of Tangible Net 
Worth as at the end of such period, (b) the aggregate amount expended by the 
Borrower and its Subsidiaries in connection with all such acquisitions 
(including Indebtedness assumed or incurred in connection with such 
acquisitions in excess of cash and Cash Equivalents acquired by the Borrower 
or its Subsidiaries in connection with such acquisitions, but excluding the 
value of stock of the Borrower or any of its Subsidiaries issued in 
connection therewith) does not exceed Ten Million Dollars ($10,000,000.00), 
and (c) no Default or Event of Default shall have occurred and be continuing 
at the time of such acquisition.

     "Permitted Factoring Agreement":  any agreement for the
sale by the Borrower or any of its Subsidiaries without
recourse to the Borrower or any of its Subsidiaries of
accounts of the Borrower or any of its Subsidiaries,
provided that (a) the aggregate face amount of all such
accounts so sold during any period of four (4) consecutive
quarterly accounting periods of the Borrower beginning on or
after the date of this Agreement does not exceed Two Hundred
Fifty Thousand Dollars ($250,000.00), and (b) no Default or
Event of Default shall have occurred and be continuing at
the time of any such agreement or sale.

     "Permitted PMSI":  any purchase money security interest
(including Capital Leases, leases intended as security and
title retention agreements) created under the Uniform
Commercial Code of any jurisdiction in equipment of the
Borrower, provided that (a) such security interest is
assumed or created by the Borrower contemporaneously with
the Borrower's acquisition of rights in such goods, (b) such
security interest secures no obligations of the Borrower or
any other Person other than Indebtedness of the Borrower
incurred in connection with the acquisition of such goods,
(c) such security interest attaches to no property of the
Borrower other than such goods and the proceeds thereof, and
(d) neither the assumption or creation by the Borrower of
such security interest nor incurrence by the Borrower of
such Indebtedness violates any provision of this Agreement
or any of the other Credit Documents.

                                  17

<PAGE>

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

     "Plan":  at a particular time, any employee benefit
plan which is covered by ERISA and in respect of which the
Borrower, any Subsidiary of the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at
such time, would under Section 4069 of ERISA be deemed to
be) an "employer" as defined in Section 3(5) of ERISA.

     "Prime Rate":  the per annum rate of interest announced
by the Lender from time to time as its Prime Rate.

     "Reorganization":  with respect to any Multiemployer
Plan, the condition that such plan is in reorganization
within the meaning of such term as used in Section 4241 of
ERISA.

     "Requirement of Law":  as to any Person, the
certificate of incorporation and by-laws or other
organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any
of its property or to which such Person or any of its
property is subject.

     "Restricted Payment":  any payment or other transfer of
money or other tangible or intangible property of any kind
of the Borrower or any of its Subsidiaries to any Affiliate
of any of them which is not expressly permitted by this
Agreement, including, without limitation, any dividend or
other distribution on account of capital stock or other
securities, any loan, advance or capital contribution, any
repayment of any loan, advance or capital contribution, any
redemption or other repurchase of any securities, and any
payment for services.

     "Revolving Credit Loan Balance":  at a particular time,
the aggregate principal amount of Revolving Credit Loans
made and outstanding, whether as Base Rate Loans or
Eurodollar Loans.

     "Revolving Credit Commitment":  as defined in
Subsection 2.1.

                               18

<PAGE>

     "Revolving Credit Commitment Period":  the period from
and including the date of this Agreement to but not
including the Revolving Credit Termination Date or such
earlier date as the Revolving Credit Commitment shall
terminate as provided herein.

     "Revolving Credit Loan": as defined in Subsection 2.1.

     "Revolving Credit Maximum Amount":  Eight Million Five
Hundred Thousand Dollars ($8,500,000.00), as such amount may
be reduced pursuant to Subsection 2.5.

     "Revolving Credit Note": as defined in Subsection 2.2.

     "Revolving Credit Termination Date":  December 22,
1998; provided that, upon written request of the Borrower
delivered to the Lender not later than March 31 of each
year, such date (or any date to which such date is extended
in accordance herewith) may be extended for a period of
twelve (12) months upon the written agreement of the
Borrower and the Lender.

     "Subsidiary":  as to any Person, (a) a corporation of
which shares of capital stock having voting power to elect a
majority of the board of directors or other managers of such
corporation are owned, or the management of which is
otherwise controlled, directly or indirectly, or both,
through one or more intermediaries, by such Person, and
(b) any partnership, limited liability company, association,
joint venture or other business entity of which more than
fifty percent (50%) of the voting equity interests is owned,
or the management of which is otherwise controlled, directly
or indirectly, or both, through one or more intermediaries,
by such Person.

     "Tangible Net Worth":  at a particular time, the
amount, if any, by which (a) Total Assets as at such time,
exclusive of goodwill, trademarks, trade names, licenses and
such other assets as are properly classified as intangible
assets in conformity with GAAP, and exclusive of all
transactions with, and all amounts due or to become due to
the Borrower or its Subsidiaries from, and all investments
in, Affiliates, exceeds (b) Total Liabilities as at such
time.

     "Total Assets":  at a particular time, the aggregate
amount which, in conformity with GAAP, would be included in
a 


                                     19

<PAGE>

total assets or comparable account reflected in a consolidated balance sheet 
of the Borrower and its Subsidiaries as at such time.

     "Total Applicable Usage":  at a particular time, the
sum of (a) the Revolving Credit Loan Balance as at such time
and (b) L/C Exposure as at such time.

     "Total Current Assets":  at a particular time, the
aggregate amount which, in conformity with GAAP, would be
included in a total current assets or comparable account
reflected in a consolidated balance sheet of the Borrower
and its Subsidiaries as at such time.

     "Total Current Liabilities":  at a particular time, the
aggregate amount which, in conformity with GAAP, would be
included in a total current liabilities or comparable
account reflected in a consolidated balance sheet of the
Borrower and its Subsidiaries as at such time.

     "Total Liabilities":  at a particular time, the
aggregate amount which, in conformity with GAAP, would be
included in a total liabilities or comparable account
reflected in a consolidated balance sheet of the Borrower
and its Subsidiaries as at such time.

     "Type":  as to any Revolving Credit Loan or Convertible
Term Loan Unit, its nature as a Base Rate Loan or a
Eurodollar Loan.

     "Working Day":  any Business Day on which dealings in
foreign currencies and exchange between banks may be carried
on in London, England.

     1.2  Other Definitional Provisions.  (a) Unless
otherwise specified therein, all terms defined in this
Agreement shall have the defined meanings when used in the
Notes, the Borrower Security Agreement or any other Credit
Document.

          (b)  As used herein, in the Notes, in the Borrower
Security Agreement and in any other Credit Document,
accounting terms not defined in Subsection 1.1 and
accounting terms partly defined in Subsection 1.1, to the
extent not defined, shall have the respective meanings given
to them under GAAP.

                                 20

<PAGE>

          (c)  As used herein, in the Notes, in the Borrower
Security Agreement and in any other Credit Document, terms
defined by the Uniform Commercial Code as in effect in the
State of Maryland on the date hereof shall, except to the
extent that the context otherwise requires, have the
respective meanings given to them under such Uniform
Commercial Code.

          (d)  Unless the context otherwise requires, each
reference in this Agreement, the Notes, the Borrower
Security Agreement or any other Credit Document to this
Agreement, the Notes, the Borrower Security Agreement or any
other Credit Document shall be deemed to refer to this
Agreement, the Notes, the Borrower Security Agreement or
such other Credit Document as the same may be amended,
modified, extended, renewed, supplemented or replaced from
time to time.

          (e)  The words "hereof", "herein" and "hereunder"
and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section,
Subsection, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

          (f)  The use of the singular in this Agreement
shall also refer to the plural and vice versa, and the use
of any gender, including the neuter, shall also refer to
each of the other genders, including the neuter.

          (g)  The captions and headings contained in this
Agreement are for convenience of reference only and shall
not affect the meaning, or the construction or
interpretation, of this Agreement.

          (h)  The phrases "satisfactory to the Lender,"
"acceptable to the Lender" and similar phrases shall mean
reasonably satisfactory or reasonably acceptable to the
Lender in its reasonable judgment exercised in good faith.

          (i)  In the event of any inconsistency between any
provision of this Agreement and any provision of any other
Credit Document, or in the event of the need in any context
for the construction or interpretation of any provision of
this Agreement or any other Credit Document, no such
inconsistency and no such 

                                  21

<PAGE>

provision shall be construed or interpreted against the Lender on the one 
hand, and in favor of the Borrower or any Other Obligor on the other hand.

     SECTION 2.  AMOUNT AND TERMS OF LOAN COMMITMENTS

     2.1  Revolving Credit Commitment.  (a) Subject to the
terms and conditions hereof, the Lender agrees to make
revolving credit loans (individually, a "Revolving Credit
Loan," and, collectively, the "Revolving Credit Loans") to
the Borrower from time to time during the Revolving Credit
Commitment Period in an aggregate principal amount at any
one time outstanding not to exceed the Revolving Credit
Maximum Amount (the "Revolving Credit Commitment"); provided
that the Revolving Credit Loan Balance shall not at any time
exceed an amount equal to the Revolving Credit Maximum
Amount as at such time, minus the L/C Exposure as at such
time.  During the Revolving Credit Commitment Period, the
Borrower may use the Revolving Credit Commitment by
borrowing, prepaying the Revolving Credit Loans in whole or
in part, and reborrowing, all in accordance with and subject
to the terms and conditions of this Agreement, including
Subsection 2.10 and 2.20.

          (b)  The Revolving Credit Loans may be
(i) Eurodollar Loans, (ii) Base Rate Loans, or (iii) a
combination thereof, as determined by the Borrower and
notified to the Lender in accordance with Subsection 2.3;
provided that no Eurodollar Loan shall be made after the day
that is one (1) month prior to the Revolving Credit
Termination Date.

     2.2  Revolving Credit Notes.  The Revolving Credit
Loans made by the Lender shall be evidenced by, and payable
with interest in accordance with, a promissory note of the
Borrower substantially in the form of Exhibit D, with
appropriate insertions as to date and principal amount (as
amended, modified, extended, renewed, supplemented or
replaced from time to time, the "Revolving Credit Note"),
payable to the order of the Lender.  The Lender is hereby
authorized to record the date and amount of each Revolving
Credit Loan made by the Lender, and the date and amount of
each payment or prepayment of principal thereof, on the
schedule annexed to and constituting a part of the Revolving
Credit Note, and any such recordation shall constitute prima
facie evidence, absent manifest error, of the accuracy of
the information so recorded; provided that no failure of the
Lender to

                                   22

<PAGE>

so record any such information shall relieve the
Borrower of its obligation to repay any Revolving Credit
Loan or interest thereon.  The Revolving Credit Note shall
(a) be stated to mature on the Revolving Credit Termination
Date and (b) bear interest on the unpaid principal amount
thereof from time to time outstanding at the applicable
interest rate per annum determined as provided in
Subsections 2.13 and 2.14.  Interest on the Revolving Credit
Note shall be payable on the dates specified in
Subsection 2.13(f).

     2.3  Procedure for Revolving Credit Borrowing.  The
Borrower may borrow under the Revolving Credit Commitment
during the Revolving Credit Commitment Period on any Working
Day if the borrowing is a Eurodollar Loan or on any Business
Day if the borrowing is a Base Rate Loan; provided that the
Borrower shall give the Lender irrevocable notice (which
must be received by the Lender prior to 11:00 a.m.,
Philadelphia, Pennsylvania, time) (a) four (4) Working Days
prior to the requested Borrowing Date, in the case of
Eurodollar Loans, and (b) two (2) Business Days prior to the
requested Borrowing Date, in the case of Base Rate Loans,
specifying (i) the amount to be borrowed, (ii) the requested
Borrowing Date, (iii) whether the borrowing is to be a
Eurodollar Loan, a Base Rate Loan or a combination thereof,
and (iv) if the borrowing is to be entirely or partly a
Eurodollar Loan, the length of the Interest Period for such
Eurodollar Loan.  Each borrowing pursuant to the Revolving
Credit Commitment shall be in an aggregate principal amount
of (a) in the case of Base Rate Loans, Fifty Thousand
Dollars ($50,000.00) or a whole multiple thereof, and (b) in
the case of Eurodollar Loans, Five Hundred Thousand Dollars
($500,000.00) or a whole multiple of Ten Thousand Dollars
($10,000.00) in excess thereof.  The proceeds of all
Revolving Credit Loans will be made available to the
Borrower by the Lender by transfer of such proceeds in
immediately available funds to a deposit account of the
Borrower at the Lender designated for such purpose.

     2.4  Unused Facility Fee.  The Borrower agrees to pay
to the Lender an unused facility fee from and including the
first day of the Revolving Credit Commitment Period to the
Revolving Credit Termination Date, computed at the rate of
one-quarter of one percent (1/4%) per annum on the average
daily amount of the Available Commitment during the period
for which payment is made, payable quarterly in arrears on
the first day of each February, May, August and November,
commencing February 1, 1997, and on the Revolving Credit
Termination Date or such earlier date as the

                       -23-

<PAGE>


Revolving Credit Commitment shall terminate as provided herein.

     2.5  Reduction of Revolving Credit Commitment. 
Effective as of the time of each Conversion, the Revolving
Credit Commitment shall be reduced by an amount equal to
that portion of the Revolving Credit Loan Balance converted
to a Convertible Term Loan pursuant to such Conversion.

     2.6  Payment at Revolving Credit Termination Date.  On
the Revolving Credit Termination Date, the Borrower shall
pay to the Lender in full the Revolving Credit Loan Balance,
together with all accrued and unpaid interest thereon.

     2.7  Conversion of Revolving Credit Loans to
Convertible Term Loans.  In the event that (a) all of the
conditions set forth in Subsection 5.2 are satisfied on a
Conversion Date, (b) the Borrower shall have given written
notice to the Lender not more than sixty (60) days and not
less than thirty (30) days prior to such Conversion Date of
the Borrower's desire to convert to a Convertible Term Loan
a portion of the Revolving Credit Loan Balance which is
equal to Five Hundred Thousand Dollars ($500,000.00) or a
whole multiple of Fifty Thousand Dollars ($50,000.00) in
excess thereof, and (c) the Lender shall have received, in
form and content satisfactory to the Lender, a Convertible
Term Loan Note conforming to the requirements hereof and
duly executed and delivered by an Authorized Officer of the
Borrower, then the Lender agrees that, on and as of such
Conversion Date, such portion of the Revolving Credit Loan
Balance shall be converted to a term loan (individually, a
"Convertible Term Loan", and, collectively, the "Convertible
Term Loans"); provided that no Conversion shall occur on or
after the Revolving Credit Termination Date; and provided
further that the aggregate principal amount of the Revolving
Credit Loan Balance converted to Convertible Term Loans
shall not exceed the Convertible Term Loan Maximum Amount. 
No Conversion shall constitute a novation of any
Indebtedness of the Borrower to the Lender or an
extinguishment or satisfaction but, rather, shall constitute
a continuation of the Indebtedness of the Borrower with
respect thereto.  The Borrower may not reborrow any portion
of the principal amount of any Convertible Term Loans which
is repaid or prepaid at any time or from time to time.

     2.8  Convertible Term Loan Units.  Portions of each
Convertible Term Loan (individually, a "Convertible Term
Loan

                        -24-

<PAGE>

Unit", and, collectively, "Convertible Term Loan
Units") may from time to time be (a) Eurodollar Loans,
(b) Base Rate Loans, or (c) a combination thereof, as
determined by the Borrower and notified to the Lender in
accordance with Subsection 2.11; provided that no Eurodollar
Loan shall be created after the day that is one (1) month
prior to the maturity of such Convertible Term Loan.

     2.9  Convertible Term Loan Notes.  Each Convertible
Term Loan shall be evidenced by, and payable in installments
with interest in accordance with, a Convertible Term Loan
Note.  The original principal amount of each Convertible
Term Loan shall be payable by the Borrower in twenty (20)
consecutive equal quarterly installments, commencing ninety
(90) days after the applicable Conversion.  In the case of
each Convertible Term Loan Note, the Lender is hereby
authorized to record on the schedule annexed thereto and
constituting part thereof the date, Type and amount of each
Convertible Term Loan Unit and the date and amount of each
payment or prepayment of principal thereof, and, in the case
of Eurodollar Loans comprised of Convertible Term Loan
Units, the Interest Period with respect thereto, and any
such recordation shall constitute prima facie evidence,
absent manifest error, of the accuracy of the information so
recorded; provided that no failure of the Lender to so
record any such information shall relieve the Borrower of
its obligation to repay any of the Convertible Term Loans or
interest thereon.  Each Convertible Term Loan Note shall
(a) be dated the date of its issuance and (b) bear interest
on the unpaid principal amount thereof from time to time
outstanding at the applicable interest rates per annum
determined as provided in Subsections 2.13 and 2.14. 
Interest on the Convertible Term Loan Notes shall be payable
on the dates specified in Subsection 2.13(f).

     2.10 Optional Prepayments.  The Borrower may on the
last day of the relevant Interest Period if the Revolving
Credit Loans or Convertible Term Loan Units to be prepaid
are in whole or in part Eurodollar Loans, or at any time and
from time to time if the Revolving Credit Loans or
Convertible Term Loan Units to be prepaid are Base Rate
Loans, prepay the Revolving Credit Loans and/or the
Convertible Term Loans in whole or in part, upon irrevocable
notice to the Lender at least one (1) Business Day in
advance, specifying the date and amount of prepayment and
whether the prepayment is of Eurodollar Loans or Base Rate
Loans or a combination thereof, and if of a combination
thereof, the amount

                        -25-

<PAGE>

of prepayment allocable to each.  If any
such prepayment notice is given by the Borrower, the payment
amount specified in such notice shall be due and payable on
the date specified therein.  Partial prepayments may only be
made if, after giving effect thereto, Subsection 2.12 shall
not have been contravened.  In the case of each prepayment
of a Convertible Term Loan, such prepayment shall be applied
to the principal installment payments to become due under
such Convertible Term Loan in the inverse order of their
maturity.

     2.11 Interest Rate Conversion Options; Minimum Amount
of Loans.  (a) The Borrower may elect from time to time to
convert Revolving Credit Loans or Convertible Term Loan
Units which are Eurodollar Loans to Revolving Credit Loans
or Convertible Term Loan Units, respectively, which are Base
Rate Loans by giving the Lender at least three (3) Business
Days' prior irrevocable notice of such election; provided
that any such conversion of Eurodollar Loans shall only be
made on the last day of an Interest Period with respect
thereto.  The Borrower may elect from time to time to
convert Revolving Credit Loans or Convertible Term Loan
Units which are Base Rate Loans to Revolving Credit Loans or
Convertible Term Loan Units, respectively, which are
Eurodollar Loans by giving the Lender at least three (3)
Working Days' prior irrevocable notice of such election. 
All or any part of outstanding Eurodollar Loans and Base
Rate Loans may be converted as provided herein, provided
that (i) no Revolving Credit Loan or Convertible Term Loan
Unit may be converted into a Eurodollar Loan when any
Default or Event of Default has occurred and is continuing,
(ii) partial conversions shall, subject to Subsection 2.12,
be in an aggregate principal amount of One Hundred Thousand
Dollars ($100,000.00) or a whole multiple thereof, and
(iii) any such conversion may only be made if, after giving
effect thereto, Subsection 2.12 shall not have been
contravened.

          (b)  Any Eurodollar Loans 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 Subsection 2.11(a); provided, that
no Eurodollar 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 then current Interest Period with respect
thereto.

                        -26-

<PAGE>

     2.12 Number and Amounts of Eurodollar Tranches.  All
borrowings, conversions, payments, prepayments and selection
of' Interest Periods hereunder shall be in such amounts and
be made pursuant to such elections so that, after giving
effect thereto, (a) the aggregate principal amount of any
Eurodollar Tranche shall not be less than Five Hundred
Thousand Dollars ($500,000.00), (b) no more than three (3)
Eurodollar Tranches comprised of Revolving Credit Loans or
Convertible Term Loan Units shall exist, and (c) each
Eurodollar Tranche shall be comprised only of Revolving
Credit Loans or Convertible Term Loan Units of a Convertible
Term Loan.

     2.13 Interest Rates and Payment Dates.  (a) Base Rate
Loans shall bear interest for the period from and including
the Borrowing Date or date of conversion thereof on the
unpaid principal amount thereof at a rate per annum equal to
the Base Rate plus the Applicable Margin.

          (b)  The Revolving Credit Loans comprising a
Eurodollar Tranche and the Convertible Term Loan Units
comprising a Eurodollar Tranche shall bear interest for each
day during each Interest Period with respect thereto on the
unpaid principal amount thereof at a rate per annum equal to
the Eurodollar Rate plus the Applicable Margin.

          (c)  In any case in which a Eurodollar Loan is not
effectively created or continued as such in accordance with
the notice and other provisions hereof, the Borrower shall
be deemed to have selected a Base Rate Loan in lieu of the
affected Eurodollar Loan.

          (d)  If an Event of Default shall occur, (i) each
Eurodollar Loan shall be converted to a Base Rate Loan at
the end of the last Interest Period with respect thereto,
and (ii) all Base Rate Loans shall, at the Lender's option,
bear interest on the unpaid principal amount thereof at a
rate per annum equal to the Base Rate plus the Applicable
Margin plus one percent (1%) per annum.

          (e)  Except to the extent prohibited by applicable
law, any judgment or order of any Governmental Authority
entered for payment of principal or any other amounts
bearing interest under this Agreement shall bear interest at
the rates and calculated in the manner applicable under this
Agreement to such


                        -27-

<PAGE>


amounts.

          (f)  Interest shall be payable in arrears on each
Interest Payment Date.

     2.14 Computation of Interest and Fees.  (a) Unused
facility fees under Subsection 2.4 and interest in respect
of the Loans shall be calculated on the basis of a 360 day
year for the actual days elapsed (including the first but
excluding the last day of the relevant period).  Any change
in the interest rate on Loans resulting from a change in the
Base Rate (as a result of a change in the Prime Rate) or the
Eurocurrency Reserve Requirements shall become effective as
of the opening of business on the day on which such change
in the Prime Rate or the Eurocurrency Reserve Requirements
shall become effective.

          (b)  Each determination of an interest rate by the
Lender pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower in the absence of
manifest error.  The Lender shall, at the request of the
Borrower, deliver to the Borrower a statement showing the
quotations used by the Lender in determining any interest
rate pursuant to Subsection 2.13(b).

     2.15 Inability to Determine Interest Rate.  In the
event that:

               (a)  the Lender shall have determined (which
determination shall be conclusive and binding upon the
Borrower) that, by reason of circumstances affecting the
interbank eurodollar market, adequate and reasonable means
do not exist for ascertaining the Eurodollar Rate for any
requested Interest Period; or
     
               (b)  the Lender shall have determined prior
to the first day of an Interest Period that the interest
rate determined pursuant to Subsection 2.13(b) for such
Interest Period does not accurately reflect the cost to the
Lender (as conclusively certified to the Borrower by the
Lender in a writing setting forth in reasonable detail the
facts giving rise to such determination) of making or
maintaining the Lender's affected Eurodollar Loans during
such Interest Period,

with respect to (i) requested Loans that the Borrower has

                        -28-

<PAGE>


requested be made as Eurodollar Loans, (ii) Eurodollar Loans
that will result from the requested conversion of Base Rate
Loans into Eurodollar Loans or (iii) the continuation of
Eurodollar Loans beyond the expiration of the then current
Interest Period with respect thereto, the Lender shall
forthwith give telecopy or telephonic notice of such
determination to the Borrower at least one (1) day prior to,
as the case may be, the requested Borrowing Date for such
Eurodollar Loans, the conversion date of such Base Rate
Loans or the last day of such Interest Period.  If such
notice is given, unless the Borrower withdraws its notice of
borrowing, conversion or continuation, (i) any requested
Eurodollar Loans shall be made as Base Rate Loans, (ii) any
Base Rate Loans that were to have been converted to
Eurodollar Loans shall be continued as Base Rate Loans and
(iii) any outstanding Eurodollar Loans shall be converted,
on the last day of the then current Interest Period with
respect thereto, to Base Rate Loans.  Until such notice has
been withdrawn by the Lender, no further Eurodollar Loans
shall be made, nor shall the Borrower have the right to
convert Base Rate Loans to Eurodollar Loans.

     2.16 Payments.  All payments (including prepayments) to
be made by the Borrower under this Agreement, the Notes or
any other Credit Document, whether on account of principal,
interest, fees, expenses or other amounts, shall be made
without deduction, setoff or counterclaim and shall be made
at the Lender's office set forth in Subsection 9.3, in
lawful money of the United States of America and in
immediately available funds.  If any payment hereunder
(other than payments on Eurodollar Loans) becomes due and
payable on a day other than a Business Day, such payment
shall be extended to the next succeeding Business Day, and,
with respect to payments of principal, interest thereon
shall be payable during such extension.  If any payment on a
Eurodollar Loan becomes due and payable on a day other than
a Working Day, the maturity thereof shall be extended to the
next succeeding Working Day unless the result of such
extension would be to extend such payment into another
calendar month, in which event such payment shall be made on
the immediately preceding Working Day.

     2.17 Illegality.  Notwithstanding any other provisions
herein, if any Requirement of Law or any change therein or
in the interpretation or application thereof shall in the
opinion of counsel to the Lender (which may include in-house
counsel) make it unlawful for the Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the
agreement of the Lender


                        -29-

<PAGE>


hereunder to make Eurodollar Loans and to convert Base 
Rate Loans to Eurodollar Loans shall forthwith be 
canceled and (b) the Convertible Term Loan Units then 
outstanding as Eurodollar Loans, if any, shall be 
converted automatically to Base Rate Loans on the 
respective last days of the then current Interest Periods 
for such Eurodollar Loans or within such earlier period 
as required by law.  If any such prepayment or conversion 
of a Eurodollar Loan occurs on a day which is not the 
last day of the current Interest Period with respect 
thereto, the Borrower shall pay to the Lender such 
amounts, if any, as may be required pursuant to 
Subsection 2.20.

     2.18 Requirements of Law.  (a)  In the event that any
Requirement of Law or any change therein or in the
interpretation or application thereof or compliance by the
Lender with any request or directive (whether or not having
the force of law) from any central bank or other
Governmental Authority arising from and after the Closing
Date:

               (i)  does or shall subject the Lender to any
additional tax of any kind whatsoever with respect to this
Agreement, any Note or any Eurodollar Loans made by it, or
change the basis of taxation of payments to the Lender of
principal, fees, interest or any other amount payable
hereunder (except for changes in the rate of tax on the
overall net income of the Lender);
          
               (ii) does or shall impose, modify or hold
applicable any reserve, special deposit, assessment, capital
adequacy, compulsory loan or similar requirement against
assets held by, or deposits or other liabilities in or for
the account of, advances or loans by, or other credit
extended by, or any other acquisition of funds by, any
office of the Lender; or

          (iii)     does or shall impose on the Lender any
other condition;

and the result of any of the foregoing is to increase the
cost to the Lender, by any amount which the Lender deems to
be material, of making, renewing or maintaining advances or
extensions of credit or to reduce any amount receivable
hereunder, in each case, in respect of its Eurodollar Loans,
then, in any such case, the Borrower shall promptly pay the
Lender upon demand any additional amounts necessary to
compensate the Lender for such additional cost or reduced
amount receivable, together with interest on such

                        -30-

<PAGE>

additional amounts from the date demand is made until 
payment in full thereof at the rate applicable to Base 
Rate Loans which are Revolving Credit Loans plus the 
Applicable Margin.  If the Lender becomes entitled to 
claim any additional amounts pursuant to this Subsection, 
it shall promptly notify the Borrower of the event by 
reason of which it has become so entitled.  A certificate 
as to any additional amounts payable pursuant to the 
foregoing sentence submitted by the Lender to the 
Borrower shall show the means by which such additional 
amounts have been calculated and shall be conclusive in 
the absence of manifest error.  This covenant shall 
survive the termination of this Agreement and payment of 
the outstanding Notes for a period of one (1) year.

          (b)  In the event that the Lender shall have
determined that the adoption from and after the Closing Date
of any law, rule, regulation or guideline regarding capital
adequacy, or any change therein from and after the Closing
Date or in the interpretation or application thereof or
compliance by the Lender or any corporation controlling the
Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) from any
central bank or Governmental Authority, including, without
limitation, the issuance of any final rule, regulation or
guideline, does or shall have the effect of reducing the
rate of return on the Lender's or such corporation's capital
as a consequence of its obligations hereunder to a level
below that which the Lender or such corporation could have
achieved but for such adoption, change or compliance (taking
into consideration the Lender's or such corporation's
policies with respect to capital adequacy) by an amount
deemed by the Lender to be material, then from time to time,
within two (2) Business Days after submission by the Lender
to the Borrower of a written request therefor showing the
means by which such additional amounts have been calculated
and stating in reasonable detail the reasons therefor, the
Borrower shall pay to the Lender such additional amount or
amounts as will compensate the Lender for such reduction.

     2.19 Taxes.  (a)  All payments made by the Borrower
under this Agreement shall be made free and clear of, and
without reduction or withholding for or on account of, any
present or future income, stamp or other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority excluding, in the
case of the Lender, net

                        -31-

<PAGE>


income and franchise taxes imposed on the Lender by the 
jurisdiction under the laws of which the Lender is 
organized or any political subdivision or taxing 
authority thereof or therein (all such non-excluded 
taxes, levies, imposts, deductions, charges or 
withholdings being hereinafter called "Taxes").  If any 
Taxes are required to be withheld from any amounts 
payable to the Lender hereunder, under the Notes or under 
any other Credit Document, the amounts so payable to the 
Lender shall be increased to the extent necessary to 
yield to the Lender (after payment of all Taxes, 
including those payable on additional amounts paid 
pursuant to this Subsection) interest or other amounts 
payable hereunder at the rates or in the amounts 
specified in this Agreement, the Notes or any other 
Credit Document.  If the Borrower fails to pay any Taxes 
when due to the appropriate taxing authority, the 
Borrower shall indemnify the Lender for any incremental 
taxes, interest or penalties that may become payable by 
the Lender as a result of any such failure.

          (b)  The agreements in this Subsection shall
survive the termination of this Agreement and the payment of
the Notes and all other amounts payable hereunder and under
the other Credit Documents for a period of one (1) year.

     2.20 Indemnity.  The Borrower agrees to indemnify the
Lender and to hold the Lender harmless from any loss or
expense which the Lender may sustain or incur as a
consequence of (a) default by the Borrower in payment when
due of the principal amount of or interest due hereunder on
any Eurodollar Loans, (b) default by the Borrower in making
a borrowing or conversion after the Borrower has given a
notice of borrowing in accordance with Subsection 2.3 or a
notice of conversion pursuant to Subsection 2.11, except in
accordance with Subsection 2.15, (c) default by the Borrower
in making any prepayment after the Borrower has given a
notice in accordance with Subsection 2.10, or (d) the making
of a prepayment of a Eurodollar Loan on a day which is not
the last day of an Interest Period with respect thereto,
including, without limitation, in each case, any such loss
or expense arising from the reemployment of funds obtained
by the Lender to maintain Eurodollar Loans hereunder or from
fees payable to terminate the deposits from which such funds
were obtained.  This covenant shall survive termination of
this Agreement and payment of the outstanding Notes and all
other amounts payable hereunder and under the other Credit
Documents for a period of one (1) year.

                        -32-

<PAGE>


     2.21 Certain Calculations.  Calculations of all amounts
payable to the Lender and other determinations under
Subsections 2.15, 2.17, 2.18 and 2.20 shall be made as
though the Lender had actually funded each of the relevant
Eurodollar Loans either (i) by obtaining a Dollar deposit
bearing interest at the rate the Lender would have offered
to first-class banks in the interbank market selected by the
Lender for Dollar deposits in same day funds in an amount
equal to the amount of such Eurodollar Loan and having a
maturity comparable to the relevant Interest Period or
(ii) through the transfer of such a Dollar deposit from an
offshore office of the Lender to a domestic office of the
Lender in the United States of America; provided, that the
Lender reserves the right to fund each of its Eurodollar
Loans in any manner it sees fit and the foregoing
assumptions shall be utilized only for the purposes of
calculating amounts payable and making other determinations
pursuant to said Subsections.


     SECTION 3.  LETTERS OF CREDIT

     3.1  Letter of Credit Commitment.  Subject to the terms
and conditions hereof, the Lender agrees to issue for the
account of the Borrower standby letters of credit for such
purposes, in such amounts, for the benefit of such Persons
and subject to such terms and conditions as may be
acceptable to the Lender in its discretion (individually, as
amended, modified, extended, renewed, supplemented or
replaced from time to time, a "Letter of Credit," and,
collectively, the "Letters of Credit"), from and including
the date of this Agreement to but not including the date
which is thirty (30) days prior to the Revolving Credit
Termination Date (the "L/C Commitment"); provided that the
L/C Exposure shall not at any time exceed an amount equal to
the Revolving Credit Maximum Amount as at such time, minus
the Revolving Credit Loan Balance as at such time; provided
further that no Letter of Credit (including any renewal or
extension thereof, whether or not automatic) shall have an
expiry date which is later than the date which is one (1)
year after the date of issuance, renewal or extension of
such Letter of Credit; and provided further that no Letter
of Credit (including any renewal or extension thereof,
whether or not automatic) shall have an expiry date which is
later than the date which is thirty (30) days prior to the
Revolving Credit Termination Date.

                        -33-

<PAGE>


     3.2  Procedure for Issuance and Renewal of Letters of
Credit.  (a) The Borrower may request the Lender to issue a
Letter of Credit by delivering to the Lender at its office
specified in Subsection 9.3 (i) such L/C Agreements as may
be required by the Lender, completed to the satisfaction of
the Lender, (ii) the proposed form of such Letter of Credit
(which shall comply with the applicable requirements set
forth herein) and (iii) such other certificates and
documents and information as the Lender may reasonably
request.

          (b)  The Borrower may request the extension or
renewal of a Letter of Credit issued hereunder which is not
automatically renewed in accordance with the terms contained
therein, by giving written notice to the Lender at least
three (3) Business Days prior to the then current expiry
date of such Letter of Credit (provided that the Lender may
accommodate notices on shorter notice in its sole
discretion).

     3.3  Reimbursement of the Lender.  In the case of each
drawing paid under any Letter of Credit, the Lender shall
promptly notify the Borrower of such drawing and of the
amount thereof, and the Borrower (i) shall reimburse the
Lender for the amount of such drawing not later than the
close of business on the first Business Day following the
day on which the Borrower received notice of such drawing,
and (ii) shall pay (A) all charges and expenses relating to
such drawing as may be payable in accordance with
Subsection 3.4 or applicable L/C Agreements and (B) interest
at the rate specified in Subsection 3.5 on the amount of
such drawing for the period commencing on and including the
date of payment of such drawing and ending on and including
the date the Borrower reimburses the Lender for such
drawing.  Notwithstanding any other provision of this
Agreement, the payment by the Lender of each drawing under a
Letter of Credit shall be deemed to constitute an
irrevocable notice of borrowing by the Borrower under
Subsection 2.3 and, at any time after such request, the
Lender is irrevocably authorized by the Borrower to, and the
Lender may, make Revolving Credit Loans constituting Base
Rate Loans to the Borrower in an amount equal to the amount
of such payment and any charges, expenses or interest
referred to in the foregoing clauses (A) and (B),
notwithstanding any limitations set forth in Subsection 2.3,
and apply the proceeds of such Revolving Credit Loans in
payment of the Borrower's L/C Reimbursement Obligations and
other obligations in connection with such payment.

                        -34-

<PAGE>


     3.4  Commissions, Fees and Charges.  (a) In the case of
each issuance, renewal or extension of any Letter of Credit,
the Borrower agrees to pay to the Lender (i) an issuance fee
equal to Seventy-Five Dollars ($75.00), and (ii) a
commission on the face amount of such Letter of Credit
calculated at the L/C Commission Rate, based upon a year of
360 days and payable for the actual number of days in the
original term, the renewal term or the extended term of such
Letter of Credit, provided that the amount of such
commission shall not be less than Two Hundred Fifty Dollars
($250.00) per quarter annum (or a portion thereof).

          (b)  Payment of the fees set forth in this
Subsection shall be a condition to the issuance of each
Letter of Credit; provided that, in the case of any
automatic renewal or automatic extension of any Letter of
Credit in accordance with the terms thereof, such fees shall
be paid by the Borrower prior to the date of such automatic
renewal or automatic extension.

          (c)  In addition to the fees referred to above in
this Subsection, the Borrower agrees to pay or reimburse the
Lender for such normal and customary fees, costs and
expenses as are incurred or charged by the Lender or any
correspondents of the Lender in issuing, effecting payment
under, maintaining or administering any Letter of Credit
(including, without limitation, amendment fees,
correspondent bank fees, reissuance costs and cancellation
fees) upon notice and invoice by the Lender to the Borrower
of such costs and expenses.

     3.5  Interest on Amounts Disbursed under Letters of
Credit.  The Borrower agrees to pay to the Lender interest
on any and all amounts drawn under any Letter of Credit
until reimbursed in full at a fluctuating rate per annum
equal to the rate that would be applicable to Revolving
Credit Loans which are Base Rate Loans.  Interest accrued
hereunder shall be payable on demand.  All payments by the
Borrower to the Lender shall be made in lawful currency of
the United States and in immediately available funds without
setoff or counterclaim to the Lender at its office specified
in Subsection 9.3.

     3.6  Computation of Interest and Fees; Payment not on
Business Days.  (a) Any change in any interest rate under
this Section 3 resulting from a change in the Base Rate
shall become effective as of the opening of business on the
day on which such change in the Base Rate becomes effective.

                        -35-

<PAGE>


          (b)  If any payment under this Section 3 becomes
due and payable on a day which is not a Business Day, the
maturity thereof shall be extended to the next succeeding
Business Day, and, in the case of any amount drawn under a
Letter of Credit, interest thereon shall be payable at the
then applicable rate during such extension.

     3.7  Increased Costs.  If any law or regulation or
other Requirement of Law, or any change in the
interpretation or application thereof by any Governmental
Authority charged with the administration thereof, shall
either (a) impose, modify, assess or deem applicable any
reserve, special deposit, assessment, capital adequacy or
similar requirement against letters of credit issued by the
Lender or (b) impose on the Lender any other condition
regarding any Letter of Credit, and the result of any event
referred to in clauses (a) or (b) above shall be to increase
the cost to the Lender of issuing or maintaining such Letter
of Credit, then, within ten (10) Business Days after
delivery to the Borrower by the Lender of a certificate as
to the fact and amount of such increased cost, the Borrower
shall pay to the Lender such additional amounts which shall
be sufficient to compensate the Lender for such increased
cost, together with interest on each such amount from the
date such certificate is received by the Borrower until
payment in full thereof at the rate provided in
Subsection 3.5.  A certificate as to the fact and amount of
such increased cost incurred by the Lender as a result of
any event mentioned in clauses (a) or (b) above, submitted
by the Lender to the Borrower, shall show the means by which
such additional amounts have been calculated and shall be
conclusive, absent manifest error.  This covenant shall
survive the termination of this Agreement and payment of the
outstanding Notes for a period of one (1) year.

     3.8  Nature of Obligations; Indemnities.  (a)  The
obligations of the Borrower under this Section 3 shall be
absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to
payment which the Borrower may have or have had against the
Lender, any correspondents of the Lender or any beneficiary
of a Letter of Credit; provided that this provision shall
not be deemed a waiver by the Borrower of the assertion of
any compulsory counterclaim.  The Borrower assumes all risks
of the acts or omissions of the users of the Letters of
Credit and all risks of the misuse of the


                        -36-

<PAGE>


Letters of Credit. None of the Lender or any of its 
correspondents shall be responsible: (i) for the form, 
validity, sufficiency, accuracy, genuineness or legal 
effect of any draft drawn under any Letter of Credit or 
any document specified in any applications for any of the 
Letters of Credit, even if it should in fact prove to be 
in any or all respects invalid, insufficient, inaccurate, 
fraudulent, or forged and even if the Borrower shall have 
notified the Lender or any of its correspondents thereof; 
(ii) for the validity or sufficiency of any instrument 
transferring or assigning or purporting to transfer or 
assign any of the Letters of Credit or any of the rights 
or benefits thereunder or proceeds thereof in whole or in 
part, which may prove to be invalid or ineffective for 
any reason; (iii) for failure of any draft to bear any 
reference or adequate reference to any of the Letters of 
Credit, or failure of any Person to note the amount of 
any draft on the reverse of any of the Letters of Credit 
or to surrender or to take up any of the Letters of 
Credit or to send forward any such document apart from 
drafts as required by the terms of any of the Letters of 
Credit, each of which provisions, if contained in a 
Letter of Credit itself, it is agreed, may be waived by 
the Lender; (iv) for errors, omissions, interruptions or 
delays in transmission or delivery of any messages, by 
mail, cable, telegraph, telex or otherwise, whether or 
not in cipher; (v) for any error, neglect, default, 
suspension or insolvency of any correspondents of the 
Lender; (vi) for errors in translation or for errors in 
interpretation of technical terms; (vii) for any loss or 
delay, in the transmission or otherwise, of any such 
document or draft or of proceeds thereof; (viii) for any 
failure of any draft or document presented under a Letter 
of Credit to comply with, or for any determination by the 
Lender whether the same complies with, the terms of such 
Letter of Credit; or (ix) for any other circumstances 
whatsoever in making or failing to make payment under a 
Letter of Credit; provided that the Borrower shall have a 
claim against the Lender, and the Lender shall be liable 
to the Borrower, to the extent, but only to the extent, 
of any direct, as opposed to consequential, damages 
suffered by the Borrower which the Borrower proves were 
caused by the Lender's willful misconduct or gross 
negligence.  None of the above shall affect, impair or 
prevent the vesting of any of the rights or powers of the 
Lender.  The Lender shall have the right to transmit the 
terms of the Letter of Credit as requested without 
translating them.

          (b)  In furtherance and extension and not in

                        -37-

<PAGE>


limitation of the specific provisions in this Section 3, (i)
any action taken or omitted by the Lender or by any of its
correspondents under or in connection with any of the
Letters of Credit, if taken or omitted in good faith or
pursuant to instructions of the Borrower, shall be binding
upon the Borrower and shall not put the Lender or any of its
correspondents under any resulting liability to the Borrower
and (ii) the Lender may accept documents that appear on
their face to be in order, without responsibility for
further investigation, regardless of any notice or
information to the contrary.

          (c)  The Borrower hereby agrees at all times to
protect, indemnify and save harmless the Lender and its
correspondents from and against any and all claims, actions,
suits and other legal proceedings, and from and against any
and all losses, claims, demands, liabilities, damages,
costs, charges, counsel fees and other expenses which they
or any of them may, at any time, sustain or incur by reason
of or in consequence of or arising out of the issuance of
any of the Letters of Credit unless caused by the Lender's
gross negligence or willful misconduct; it being the
intention of the parties that this Agreement shall be
construed and applied to protect and indemnify the Lender
and its correspondents against any and all risks involved in
the issuance of all of the Letters of Credit unless caused
by the Lender's gross negligence or willful misconduct, all
of which risks, whether or not foreseeable, being hereby
assumed by the Borrower, including, without limitation, any
and all risks of all acts by any Governmental Authority,
domestic or foreign.  The Lender and its correspondents
shall not in any way be liable for any failure by any of
them or any other Person to pay a draft drawn under any of
the Letters of Credit as a result of any acts, whether
rightful or wrongful, of any Governmental Authority, or any
other cause not readily within their control or the control
of their respective correspondents, agents or sub-agents. 
Without limiting the generality of the foregoing, the
Borrower shall reimburse the Lender and its correspondents,
and shall pay and indemnify the Lender and its
correspondents, against payment of, out-of-pocket costs and
expenses, withholding taxes, liabilities and damages,
including, without limitation, attorneys' fees, incurred or
sustained by any of them in connection with any of the
Letters of Credit or by reason of any such failure to pay. 
Also, without limiting the generality of the foregoing, the
Borrower shall be responsible for, and shall reimburse the
Lender upon demand for, any and all commissions, fees and
other charges paid or payable by

                        -38-

<PAGE>


the Lender to any bank which shall be an advising bank or 
a beneficiary of a Letter of Credit which shall, in 
reliance thereon, have issued its own letter of credit in 
respect of obligations of the Borrower.

     3.9  Inconsistency in Documents.  In the event of any
conflict or inconsistency between any provision of any L/C
Agreement, or the interpretation or construction thereof,
and any provision of this Agreement, or the interpretation
or construction thereof, then the provision of this
Agreement, or the interpretation or construction thereof,
shall control.


     SECTION 4.  REPRESENTATIONS AND WARRANTIES

     To induce the Lender to enter into this Agreement and
to make the Revolving Credit Loans and to issue Letters of
Credit, the Borrower hereby represents and warrants to the
Lender that:

     4.1  Financial Condition.  The following financial
statements of the Borrower have been delivered to the
Lender:

          (a)  the audited consolidated statement of income
and retained earnings of the Borrower for the fiscal year of
the Borrower ended January 31, 1996, and the audited
consolidated statement of cash flows of the Borrower for
such fiscal year, and the audited consolidated balance sheet
of the Borrower as at the end of such fiscal year; and

          (b)  the statement of income and retained earnings
of the Borrower for the quarterly accounting period of the
Borrower ended April 30, 1996, and for the current fiscal
year of the Borrower through the end of such quarterly
accounting period, and the statement of cash flows of the
Borrower for such quarterly accounting period and for the
current fiscal year of the Borrower through the end of such
quarterly accounting period, and the balance sheet of the
Borrower as at the end of such quarterly accounting period.

The documents listed in this Subsection 4.1 have been
prepared in conformity with GAAP consistently applied, are
correct and complete in all material respects and present
fairly the financial position of the Borrower as of the
dates of such statements and the results of operations of
the Borrower for the periods covered

                        -39-

<PAGE>

by such statements.

     4.2  No Change.  As of the Closing Date, there shall
not have been any material adverse change in the business,
operations, property or financial or other condition of the
Borrower from the date of the most recent financial
statements referred to in Subsection 4.1 hereof.

     4.3  Organization and Good Standing; Compliance with
Law.  The Borrower (a) is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Delaware, (b) has the legal right to own and
operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently
engaged, (c) is duly qualified to conduct business and is in
good standing under the laws of the State of Delaware, the
Commonwealth of Virginia, the Commonwealth of Pennsylvania,
the State of Texas, the State of Illinois, the State of
California and each other jurisdiction in which such
qualification is required by applicable law, and (d) is in
compliance with all Requirements of Law except to the extent
that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

     4.4  Authorization; Enforceable Obligations.  The
Borrower has the legal right to make, deliver and perform
the Credit Documents to which it is a party and to borrow
hereunder and has taken all necessary action to authorize
the borrowings on the terms and conditions of this Agreement
and the Notes and to authorize the execution, delivery and
performance of the Credit Documents to which it is a party. 
No consent or authorization of, filing with or other act by
or in respect of any Governmental Authority is required in
connection with the borrowings hereunder or with the
execution, delivery, performance, validity or enforceability
of the Credit Documents to which the Borrower is a party
except those which have been obtained or performed and are
in full force and effect.  This Agreement has been, and each
other Credit Document to which it is a party will be, duly
executed and delivered on behalf of the Borrower.  This
Agreement constitutes, and each other Credit Document to
which it is a party when executed and delivered will
constitute, a legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with
its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of
creditors' rights

                        -40-

<PAGE>



generally and by general equitable principles (whether 
enforcement is sought by proceedings in equity or at law).

     4.5  No Legal Bar.  The execution, delivery and
performance of the Credit Documents to which the Borrower is
a party, the borrowings hereunder and the use of the
proceeds thereof, will not violate any Requirement of Law or
any Contractual Obligation of the Borrower, and will not
result in, or require, the creation or imposition of any
Lien on any of its properties or revenues pursuant to any
Requirement of Law or Contractual Obligation, except as
contemplated by the Credit Documents.

     4.6  No Material Litigation; Labor Matters.  Except as
set forth in Schedule 4.6, no litigation, proceeding or, to
the Borrower's actual knowledge, investigation of or before
any arbitrator or Governmental Authority is pending or, to
the knowledge of the Borrower, threatened by or against the
Borrower or against any of its properties or revenues
(a) with respect to any of the Credit Documents or any of
the transactions contemplated hereby or thereby, or
(b) which, if determined adversely to the Borrower, could
reasonably be expected to have a Material Adverse Effect. 
Case No. 128222 filed November 20, 1992, in the Circuit
Court for Fairfax County, Virginia, by Vending Services,
Inc., has been settled.  There are no strikes, work
stoppages, grievance proceedings or other controversies
pending or, to the knowledge and belief of the Borrower,
imminent or threatened between the Borrower and any
employees of the Borrower or between the Borrower and any
union or other collective bargaining unit representing
employees of the Borrower which could reasonably be expected
to have a Material Adverse Effect.

     4.7  No Default.  The Borrower is not in default under
or with respect to any Contractual Obligation in any respect
which could reasonably be expected to have a Material
Adverse Effect.  As of the date hereof, no Default or Event
of Default has occurred and is continuing and, as of the
Closing Date, no Default or Event of Default shall have
occurred and be continuing.

     4.8  Ownership of Property; Liens.  The Borrower has
good title to all of its property, and none of such property
is subject to any Lien, except as permitted by
Subsection 7.3.  The Borrower is not the taxpayer against
whom the State of Texas filed in Dallas County, Texas, on
July 5, 1990, a state tax lien in the

                        -41-

<PAGE>


amount of $23,341.01, no. 90130-2027.

     4.9  Business Premises.  The Borrower does not own,
lease, sublease, occupy, use or operate any real property or
improvements other than the Borrower Business Premises.  The
Borrower's chief executive office (within the meaning of
Section 9-103 of the Maryland Uniform Commercial Code) is
located at the Borrower Chief Executive Office.  All
financial books and records of the Borrower are located at
the Borrower Business Premises.

     4.10 Subsidiaries.  The Borrower has no Subsidiaries.

     4.11 Environmental.  To the Borrower's knowledge and
except as set forth in Schedule 4.11:  (a) no Hazardous
Substance has been released, discharged, spilled, emitted or
disposed of on any Obligor Use Property by the Borrower or
under circumstances as a result of which the Borrower would
be liable or financially responsible for damages or the cost
of remediation or clean-up; (b) there is no existing
Hazardous Substance Contamination of any Obligor Use
Property which was caused by the Borrower or under
circumstances as a result of which the Borrower would be
liable or financially responsible for damages or the cost of
remediation or clean-up; (c) all operations now or
previously conducted on Obligor Use Property by the Borrower
comply with all Environmental Laws; (d) no underground
storage tanks have been installed on any Obligor Use
Property by the Borrower or under circumstances as a result
of which the Borrower would be liable or financially
responsible for damages or the cost of removal, remediation
or clean-up; and (e) except as set forth in Schedule 4.11,
the Borrower has not received, and is not aware of, any
Environmental Claim against, relating to or affecting in any
way the Borrower or the Borrower's use of any Obligor Use
Property or any operations conducted on any Obligor Use
Property by the Borrower.

     4.12 Solvency.  On the Closing Date and after giving
effect to the borrowings hereunder on such date and to all
other Indebtedness being incurred on such date in connection
therewith (a) the sum of the assets, at a fair valuation, of
the Borrower will, as of such date, exceed the Borrower's
debts, (b) the present fair saleable value of the assets of
the Borrower will, as of such date, be greater than the
amount that will be required to pay the Borrower's liability
on its debts as such debts become absolute and matured, and
(c) the Borrower will have, as of such

                        -42-

<PAGE>


date, sufficient capital with which to conduct its 
business.  For purposes of this Subsection, "debt" means 
"liability on a claim" and "claim" means any (i) right to 
payment, whether or not such right is reduced to 
judgment, liquidated, unliquidated, fixed, contingent, 
matured, unmatured, disputed, undisputed, legal, 
equitable, secured or unsecured, or (ii) right to an 
equitable remedy for breach of performance if such breach 
gives rise to a right to payment, whether or not such 
right to an equitable remedy is reduced to judgment, 
fixed, contingent, matured, unmatured, disputed, 
undisputed, secured or unsecured.

     4.13 Taxes.  The Borrower has filed or caused to be
filed all tax returns which are required to be filed by the
Borrower, and the Borrower has paid all taxes shown to be
due and payable on said returns or on any assessments made
against it or any of its property and all other taxes, fees
or other charges imposed on it or any of its property by any
Governmental Authority (other than any taxes the amount or
validity of which are currently being contested in good
faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the
books of the Borrower); and no tax lien has been filed and,
to the knowledge of the Borrower, no claim is being asserted
with respect to any such tax, fee or other charge.

     4.14 Federal Regulations.  (a) No part of the proceeds
of any of the Loans will be used for "purchasing" or
"carrying" any "margin stock" within the respective meanings
of each of the quoted terms under Regulation U of the Board
of Governors of the Federal Reserve System as now and from
time to time hereafter in effect or for any purpose which
violates the provisions of any Regulations of such Board of
Governors; and (b) if requested by the Lender, the Borrower
will furnish to the Lender a statement to the foregoing
effect in conformity with the requirements of FR Form U-I
referred to in said Regulation U.

     4.15 Employee Matters.  (a) With respect to each
employee pension benefit plan, as defined in Section 3(2) of
the ERISA (a "Retirement Plan"), established or maintained
or to which contributions have been made by or for the
Borrower, or any Subsidiary of the Borrower (including, for
purposes of this Section, any Commonly Controlled Entity): 
(i) each Retirement Plan, including all amendments, that is
intended to be a qualified plan under Section 401 of the
Code (a "Qualified Plan"), is the subject of a favorable
determination letter from the Internal

                        -43-

<PAGE>


Revenue Service (or an application for such a letter is 
presently pending); (ii) each Qualified Plan is and has 
at all times been qualified, in form and operation, under 
Section 401(a) of the Code; (iii) the Retirement Plan is 
and has at all times been administered, maintained and 
operated in compliance with its terms and with all 
applicable provisions of the Code, ERISA and all other 
applicable Requirements of Law; (iv) neither the Borrower 
nor any Subsidiary of the Borrower, nor, to the actual 
knowledge of any director or officer of the Borrower or 
any Subsidiary of the Borrower, any other Person who or 
which is a "party in interest" (as defined in Section 
3(14) of ERISA), or a "disqualified person" (as defined 
in Section 4975(e)(2) of the Code), has acted or failed 
to act with respect to the Retirement Plan in any manner 
which constitutes a breach of fiduciary responsibility 
within the meaning of Title I, Subtitle B, Part 4 of 
ERISA, a prohibited transaction within the meaning of 
Section 4975 of the Code or Sections 406 through 408 of 
ERISA, or any other material violation of ERISA; (v) no 
contributions to or benefits payable under the Retirement 
Plan are past due; (vi) no proceedings or investigations 
are pending before the Internal Revenue Service, the 
Department of Labor or any court with respect to the 
Retirement Plan or the operation thereof; (vii) if the 
Retirement Plan is a multiemployer plan, as defined in 
Sections 3(37) or 4001(a)(3) of ERISA, neither the 
Borrower nor any Subsidiary of the Borrower has incurred, 
and neither the Borrower nor any Subsidiary of the 
Borrower expects to incur, any withdrawal liability which 
has not been satisfied in connection with any complete or 
partial withdrawal from the Retirement Plan occurring on 
or before the date hereof; and (viii) if subject thereto, 
the Retirement Plan has been funded in accordance with 
the minimum funding standards described in Section 412 of 
the Code and Title I, Subtitle B, Part 3 of ERISA (for 
which purpose there is no "accumulated funding 
deficiency," whether or not waived), and in accordance 
with principles that are actuarially sound for such 
Retirement Plan.

          (b)  With respect to each Retirement Plan which is
a defined benefit plan, as defined in Section 3(35) of
ERISA:  (i) no event has occurred within the twelve
(12)-month period preceding the date hereof, or, to the
knowledge of any director or officer of the Borrower or any
Subsidiary of the Borrower, is threatened or about to occur,
which would materially adversely affect the actuarial status
of the Retirement Plan; (ii) no fact exists in connection
with the Retirement Plan (or with respect to

                        -44-

<PAGE>


any other defined benefit plan maintained by the Borrower 
or any Subsidiary of the Borrower at any time after 
September 2, 1974) which constitutes a reportable event 
(other than those for which notice has been waived by the 
PBGC) under Section 4043(b) of ERISA or which constitutes 
grounds for termination by, or other liability to, the 
PBGC pursuant to Title IV of ERISA; (iii) all premiums 
due the PBGC have been timely paid; and (iv) if the 
Retirement Plan were terminated, the termination would 
qualify under the standard termination procedure, as 
described in Section 4041(b) of ERISA (and Part 2617 of 
the PBGC regulations), without payment of any additional 
contributions by the Borrower or any Subsidiary of the 
Borrower.

          (c)  With respect to each employee welfare benefit
plan, as defined in Section 3(1) of ERISA (a "Welfare
Plan"), established or maintained or to which contributions
have been made by or for the Borrower or any Subsidiary of
the Borrower:  (i) the Welfare Plan is and has at all times
been administered, maintained and operated in substantial
compliance with its terms and with all applicable provisions
of ERISA and the Code (including the continuation coverage
requirements for group health plans, commonly known as
"COBRA requirements," under former Sections 106(b),
162(i)(2) and (3), and 162(k) of the Code, Section 4980B of
the Code and Sections 601-608 of ERISA) and all other
applicable Requirements of Law; (ii) neither the Borrower
nor any Subsidiary of the Borrower nor, to the actual
knowledge of any director or officer of the Borrower or any
Subsidiary of the Borrower, any other Person who or which is
a party in interest as defined in Section 3(14) of ERISA,
has acted or failed to act with respect to the Welfare Plan
in any manner which constitutes a breach of fiduciary
responsibility within the meaning of Title I, Subtitle B,
Part 4 of ERISA, a prohibited transaction within the meaning
of Sections 406 through 408 of ERISA, or any other violation
of ERISA; (iii) no contributions to or benefits payable
under the Welfare Plan are past due; (iv) no proceedings,
investigations, filings or other matters are pending before
the Department of Labor or any court, with respect to the
Welfare Plan or the operation thereof; and (v) the Welfare
Plan is either unfunded or is funded solely through
insurance contracts.

          (d)  All Retirement Plans and Welfare Plans
(jointly "Benefit Plans") are in substantial compliance with
all applicable reporting, disclosure and other requirements
of the Code and ERISA.

                        -45-

<PAGE>


          (e)  There are no actions, suits or claims pending
or, to the best knowledge of the Borrower or any Subsidiary
of the Borrower, threatened with respect to any Benefit
Plan, or any administrator or fiduciary thereof, other than
routine claims for benefits under such Plan.

     4.16 Investment Company Act; Other Regulations.  The
Borrower is not an "investment company", or a company
"controlled" by an "investment company", within the meaning
of the Investment Company Act of 1940, as amended.

     4.17 Accuracy and Completeness of Information.  All
information and reports with respect to the Borrower (other
than projections) furnished to the Lender by the Borrower or
on behalf of the Borrower were, at the time the same were so
furnished, complete and correct in all material respects, or
have been subsequently supplemented by other information and
reports to the extent necessary to give the Lender a fair
and accurate knowledge of the subject matter in all material
respects.  All projections with respect to the Borrower so
furnished by the Borrower, as supplemented, were prepared
and presented in good faith, it being recognized by the
Lender that such projections as to future events are not to
be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from
the projected results.  No fact is known to the Borrower
which materially and adversely affects or in the future may
(so far as the Borrower can reasonably foresee) materially
and adversely affect the business, assets or liabilities,
financial condition, results of operations or business
prospects of the Borrower which has not been set forth in
the financial statements referred to in Subsection 4.1 or in
such information and reports disclosed in writing to the
Lender prior to the date hereof.  No document furnished or
statement made in writing to the Lender by the Borrower in
connection with the negotiation, preparation or execution of
this Agreement contains any untrue statement of a material
fact, or omits to state any such material fact necessary in
order to make the statements contained therein not
misleading, in either case which has not been corrected,
supplemented or remedied by subsequent documents furnished
or statements made in writing to the Lender.

     4.18 Purpose of Loans.  The proceeds of all Revolving
Credit Loans shall be used by the Borrower to provide
working

                        -46-

<PAGE>


capital and to fund Capital Expenditures.


     SECTION 5.  CONDITIONS PRECEDENT

     5.1  Conditions to Initial Extensions of Credit.  The
agreement of the Lender to make the initial extension of
credit hereunder, whether the initial Revolving Credit Loan
or the initial Letter of Credit, is subject to the
satisfaction, immediately prior to or concurrently with the
making thereof, of the following conditions precedent:

          (a)  Credit Documents.  The Lender shall have
received in form and content satisfactory to the Lender: 
(i) this Agreement, duly executed and delivered by an
Authorized Officer of the Borrower; (ii) the Revolving
Credit Note, conforming to the requirements hereof and duly
executed and delivered by an Authorized Officer of the
Borrower; (iii) the Borrower Security Agreement; (iv) such
L/C Agreements as the Lender may require, duly executed and
delivered by an Authorized Officer of the Borrower; and
(v) such financing statements executed by the Borrower as
the Lender may require to further evidence or perfect the
rights and interests granted or contemplated to be granted
to or for the benefit of the Lender pursuant to this
Agreement and the other Credit Documents.

          (b)  Consents.  The Lender shall have received
true and complete copies (in each case certified as to
authenticity on such date by an Authorized Officer of the
Borrower) of all documents and instruments, including all
consents, authorizations and filings, required or advisable
under any Requirement of Law or by Contractual Obligations
of the Borrower in connection with the execution, delivery,
performance, validity and enforceability of this Agreement,
the Notes and the other Credit Documents, and such consents,
authorizations and filings shall be satisfactory in form and
substance to the Lender and in full force and effect.

          (c)  Related Agreements.  The Lender shall have
received true and complete copies, certified as to
authenticity by the Borrower, of such contracts, documents
or instruments to which the Borrower is a party as may be
reasonably requested by the Lender, including, without
limitation, a copy of any debt instrument or security
agreement to which the Borrower is a party.

                        -47-

<PAGE>


          (d)  Borrowing Certificate.  The Lender shall have
received a Borrowing Certificate of the Borrower, dated the
Closing Date, substantially in the form of Exhibit E, with
appropriate insertions and attachments, satisfactory in form
and substance to the Lender and its counsel, duly executed
by an Authorized Officer of the Borrower.

          (e)  Borrower Proceedings.  The Lender shall have
received a copy of all corporate proceedings undertaken by
the Borrower, in form and substance satisfactory to the
Lender, authorizing (i) the execution, delivery and
performance of this Agreement, the Notes and the other
Credit Documents to which it is a party, (ii) the borrowings
contemplated hereunder and (iii) the granting by it of the
security interests and other Liens granted or to be granted
by it pursuant to the Credit Documents, certified as to
authenticity by an Authorized Officer of the Borrower, as of
the Closing Date, which certificate shall state that the
proceedings thereby certified are in full force and effect
and have not been amended, modified, revoked or rescinded as
of the date of such certificate.

          (f)  Borrower Incumbency Certificate.  The Lender
shall have received a certificate of an Authorized Officer
of the Borrower, dated the Closing Date, as to the
incumbency and signature of the Authorized Officers of the
Borrower executing any Credit Document, satisfactory in form
and substance to the Lender and its counsel, duly executed
by an Authorized Officer of the Borrower.

          (g)  Borrower Organizational Documents.  The
Lender shall have received true and complete copies of the
certificate of incorporation and bylaws of the Borrower,
certified as of the Closing Date as true and complete copies
thereof by an Authorized Officer of the Borrower.

          (h)  Good Standing Certificates.  The Lender shall
have received certificates dated as of a recent date from
the Secretary of State or other appropriate authority,
evidencing the good standing of the Borrower in each state
where the ownership, lease or operation of property or the
conduct of the business of the Borrower requires it to
qualify.

          (i)  Financial Information.  The Lender shall have

                        -48-

<PAGE>


received a copy of each of the financial statements referred
to in Subsection 4.1.

          (j)  Litigation.  No suit, action, investigation
or other proceeding by or before any arbitrator or any
Governmental Authority shall be pending and no preliminary
or permanent injunction or order by a state or federal court
shall have been entered (i) in connection with any Credit
Document or any of the transactions contemplated hereby or
(ii) which, in any such case, in the reasonable judgment of
the Lender, would have a Material Adverse Effect.

          (k)  No Violation.  The consummation of the
transactions contemplated hereby shall not contravene,
violate or conflict with, nor involve the Lender in a
violation of, any Requirement of Law.

          (l)  Consents, Licenses and Approval.  The Lender
shall have received a certificate of an Authorized Officer
of the Borrower either (i) attaching copies of all consents,
licenses and approvals required in connection with the
execution, delivery and performance by the Borrower, and the
validity and enforceability against the Borrower of, the
Credit Documents, and such consents, licenses and approvals
shall be in full force and effect, or (ii) stating that no
such consents, licenses or approvals are so required.

          (m)  Filings, Registrations and Recordings.  All
filings, registrations and recordings necessary, in the
judgment of the Lender, to perfect, make enforceable or give
first priority to any security interest or other Lien
granted to or for the benefit of the Lender pursuant to the
Credit Documents shall have been properly filed, registered
or recorded.  The Lender shall have received evidence
satisfactory to the Lender of each such filing, registration
or recordation and of the payment of any necessary fee, tax
or expense relating thereto.

          (n)  Lien Searches.  The Lender shall have
received in writing the results of recent searches by a
Person satisfactory to the Lender, of the Uniform Commercial
Code filings which may have been filed with respect to
personal property of the Borrower, which searches shall
indicate that there are no financing statements on file
against the Borrower except for financing statements
publicizing Liens permitted by clauses (d),

                        -49-

<PAGE>


(e) and (f) of Subsection 7.3 and financing statements 
for which duly executed termination statements in 
recordable form have been delivered to counsel to the 
Lender for filing.

          (o)  Insurance.  The Lender shall have received
evidence satisfactory to the Lender that the Borrower has
obtained such insurance in such amounts, against such risks
and issued by such companies as shall be satisfactory to the
Lender.

          (p)  Legal Opinions.  The Lender shall have
received the executed legal opinion of counsel to the
Borrower, in form and content satisfactory to the Lender. 
Such legal opinion shall cover such matters incident to the
transactions contemplated by this Agreement and the other
Credit Documents as the Lender may reasonably require.

          (q)  Landlord Agreement.  The Lender shall have
received a written agreement of each owner of the Borrower
Chief Executive Office consenting to enforcement of the
Lender's rights in connection therewith.

     5.2  Conditions to Each Loan.  The agreement of the
Lender to make any Revolving Credit Loan requested to be
made by it on any date, or to issue any Letter of Credit
requested to be issued by it on any date, is subject to the
satisfaction of the following conditions precedent as of the
date such Revolving Credit Loan is requested to be made or
such Letter of Credit is requested to be issued:

          (a)  Representations and Warranties.  Each of the
representations and warranties made by the Borrower in or
pursuant to the Credit Documents shall be true and complete
in all material respects on and as of such date as if made
on and as of such date.

          (b)  No Default.  No Default or Event of Default
shall be continuing on such date.

          (c)  No Material Litigation.  No Material
Litigation shall be pending or overtly threatened in writing
against the Borrower or any Subsidiary of the Borrower.

          (d)  No Material Adverse Change.  There shall not
have occurred any event or change since the date of the
financial statements referred to in Subsection 4.1 which has
had a Material

                        -50-

<PAGE>


Adverse Effect.

          (e)  Additional Matters.  All corporate and other
proceedings, and all documents, instruments and other legal
matters in connection with the transactions contemplated by
this Agreement and the other Credit Documents shall be
satisfactory in form and substance to the Lender, and the
Lender shall have received such other instruments, legal
opinions and other documents in respect of any aspect or
consequence of the transactions contemplated hereby or
thereby as the Lender  shall reasonably request.  Each
borrowing by the Borrower hereunder shall constitute a
representation and warranty by the Borrower as of the date
of such borrowing that the conditions contained in this
Subsection 5.2 have been satisfied.


     SECTION 6.  AFFIRMATIVE COVENANTS 

     The Borrower hereby agrees that, until all of the
Obligations have been paid in full and there exists no
contingent or non-contingent commitment by the Lender which
could give rise to any Obligations, the Borrower shall:

     6.1  Financial Information.  Furnish to the Lender in
writing:

          (a)  not later than fifty-five (55) days after the
end of each quarterly accounting period of the Borrower
(i) a copy of the Borrower's Securities and Exchange
Commission Form 10-Q containing a consolidated statement of
income and retained earnings of the Borrower and its
Subsidiaries for such quarterly accounting period and for
the current fiscal year of the Borrower through the end of
such quarterly accounting period, and a consolidated
statement of cash flows of the Borrower and its Subsidiaries
for the current fiscal year of the Borrower through the end
of such quarterly accounting

                        -51-

<PAGE>


period, and a consolidated balance sheet of the Borrower 
and its Subsidiaries as at the end of such quarterly 
accounting period, all prepared in accordance with GAAP 
consistently applied, and accompanied by (x) an Officer 
Default Certificate as at the end of such quarterly 
accounting period, and (y) an Officer Financial Covenant 
Certificate as at the end of such quarterly accounting 
period, and, if applicable, (ii) a consolidating 
statement of income and retained earnings of the Borrower 
and its Subsidiaries for such quarterly accounting period 
and for the current fiscal year of the Borrower through 
the end of such quarterly accounting period, and a 
consolidating statement of cash flows of the Borrower and 
its Subsidiaries for such quarterly accounting period and 
for the current fiscal year of the Borrower through the 
end of such quarterly accounting period, and a 
consolidating balance sheet of the Borrower and its 
Subsidiaries as at the end of such quarterly accounting 
period, all prepared in accordance with GAAP consistently 
applied;

          (b)  not later than fifty-five (55) days after the
end of each quarterly accounting period of the Borrower and
in form and content satisfactory to Lender, a schedule and
aging of student account receivables of the Borrower and its
Subsidiaries as at the end of such quarterly accounting
period;

          (c)  not later than one hundred (100) days after
the end of each fiscal year of the Borrower (i) a copy of
the Borrower's Securities and Exchange Commission Form 10-K
containing a consolidated statement of income and retained
earnings of the Borrower and its Subsidiaries for such
fiscal year, and a consolidated statement of cash flows of
the Borrower and its Subsidiaries for such fiscal year, and
a consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal year, setting
forth in each case in comparative form corresponding figures
for the preceding fiscal year of the Borrower, all prepared
in accordance with GAAP consistently applied and examined
and audited by independent certified public accountants
satisfactory to the Lender, in the discretion of the Lender
exercised in good faith, and accompanied by (w) a report of
such independent certified public accountants with respect
to such financial statements and examination which is
satisfactory to the Lender, (x) an Accountant Default
Certificate, (y) an Officer Financial Covenant Certificate
as at the end of such fiscal year, and (z) an Officer
Default Certificate as at the end of such fiscal year, and,
if applicable, (ii) a consolidating statement of income and
retained earnings of the Borrower and its Subsidiaries for
such fiscal year, and a consolidating statement of cash
flows of the Borrower and its Subsidiaries for such fiscal
year, and a consolidating balance sheet of the Borrower and
its Subsidiaries as at the end of such fiscal year, setting
forth in each case in comparative form corresponding figures
for the preceding fiscal year of the Borrower, all prepared
in accordance with GAAP consistently applied by independent
certified public accountants satisfactory to the Lender, in
the discretion of the Lender 

                        -52-


<PAGE>

exercised in good faith;

          (d)  not later than April 30 of each year, a copy
of projections by the Borrower of the operating budget and
cash flow of the Borrower for such fiscal year of the
Borrower, in substantially the form attached hereto as
Exhibit F;

          (e)  promptly after transmission thereof, copies
of all registration statements and all final regular,
special or periodic reports which the Borrower or any of its
Subsidiaries files with the United States Securities and
Exchange Commission (or any successor thereto) or with any
stock exchange; and

          (f)  promptly, such additional financial and other
information as the Lender may from time to time reasonably
request.

     6.2  Payment of Obligations.  Pay, discharge or
otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, all of its
obligations of whatever nature; and cause each of its
Subsidiaries to pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the
case may be, all of its obligations of whatever nature.

     6.3  Conduct of Business and Maintenance of Existence. 
(a) Continue to engage in the business of information
technology education; (b) preserve, renew and keep in full
force and effect its corporate existence; (c) take all
reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of
its business; and (d) comply with all Contractual
Obligations and Requirements of Law except to the extent
that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

     6.4  Maintenance of Property; Insurance.  (a) Keep, and
cause each of its Subsidiaries to keep, all property useful
and necessary in its business in good working order and
condition; and (b) maintain, and cause each of its
Subsidiaries to  maintain, with financially sound and
reputable insurance companies such insurance in at least
such amounts and against at least such risks (but including
in any event property casualty, liability, product liability
and business interruption) as is reasonably prudent,

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<PAGE>

such insurance being not unacceptable to the Lender; and furnish to the 
Lender, upon written request, full information as to the insurance carried.

     6.5  Inspection of Property and Books and Records. 
(a) Keep, and cause each of its Subsidiaries to keep, proper
books and records in which true and complete entries in
conformity with GAAP and all Requirements of Law shall be
made of all dealings and transactions in relation to its
business and activities; and (b) permit representatives of
the Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records
at any reasonable time and as often as may be desired, and
to discuss the business, operations, properties and
financial and other condition of the Borrower and any of its
Subsidiaries with any of the Authorized Officers of the
Borrower or any of its Subsidiaries and with its independent
certified public accountants.

     6.6  Notices.  Promptly give notice to the Lender:

          (a)  of the occurrence of any Default or Event of
Default;

          (b)  of receipt of any written notice of any
default or event of default under or as defined in any
Contractual Obligation of the Borrower or any of its
Subsidiaries which could reasonably be expected to have a
Material Adverse Effect;

          (c)  of Material Litigation pending or overtly
threatened in writing against the Borrower or any of its
Subsidiaries;

          (d)  of any litigation or proceeding pending
against the Borrower or any of its Subsidiaries involving an
uninsured amount of Five Hundred Thousand Dollars
($500,000.00) or more or in which injunctive or similar
relief is sought; and

          (e)  of the occurrence of any event which could
reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Subsection shall be accompanied
by a statement of an Authorized Officer setting forth
details of the occurrence referred to therein and stating
what action the Borrower proposes to take with respect
thereto.

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<PAGE>

     6.7  Government Regulations.  Subject to any other more
specific provisions of this Agreement, comply with all
applicable Requirements of Law relating to the conduct of
its business.

     6.8  Employee Benefit Plans.  (a) At all times
administer, maintain and operate, and cause each Subsidiary
of the Borrower at all times to administer, maintain and
operate, each of its Benefit Plans in conformity in all
material respects with all applicable provisions of ERISA
and other federal and state statutes relating to employee
benefit plans (including the continuation coverage
requirements of ERISA and the Code for group health plans
under Section 4980B of the Code and Sections 601-608 of
ERISA); (b) at all times make, and cause each such
Subsidiary of the Borrower at all times to make, all
required contributions and premium payments under each
Benefit Plan for all periods after the date hereof;
(c) comply in all material respects with, and cause each
such Subsidiary of the Borrower to comply in all material
respects with, all applicable reporting, disclosure and
other requirements of ERISA and the Code as they relate to
Benefit Plans, and, if reasonably requested by the Lender,
furnish the Lender with copies of all reports filed in
connection therewith promptly after the filing thereof;
(d) notify the Lender promptly of any fact, including,
without limitation, any reportable event under Section
4043(b) of ERISA, arising in connection with any Retirement
Plan which might constitute grounds for the termination
thereof by the PBGC; and (e) furnish to the Lender, promptly
upon its reasonable request therefor, such additional
information concerning any Benefit Plan as the Lender may
request.

     6.9  Environmental.  (a) Cause all operations of the
Borrower and its Subsidiaries to be conducted in compliance
in all material respects with all applicable Environmental
Laws; (b) promptly deliver to the Lender copies of all
reports prepared by any Governmental Authority, any
environmental auditor or engineer, or any other Person,
relating to or in connection with any Environmental Claim
against the Borrower or any of its Subsidiaries, unless the
Borrower cannot obtain such reports or copies thereof;
(c) notify the Lender in writing within ten (10) Business
Days after the Borrower or any of its Subsidiaries shall
have become aware of any Environmental Claim against the
Borrower or any of its Subsidiaries or caused by any
operations conducted by the Borrower or any of its
Subsidiaries; (d) in the event that, to the knowledge of the
Borrower or any of its Subsidiaries, any

                                     55

<PAGE>

Hazardous Substance Contamination shall occur which was caused by the 
Borrower or any of its Subsidiaries or under circumstances as a result of 
which the Borrower or any of its Subsidiaries would be liable or financially 
responsible for damages or the cost of remediation or clean-up, or the 
Borrower or any of its Subsidiaries shall become aware of any non-compliance 
in any material respect of any Obligor Use Property with any Environmental 
Law by the Borrower or any of its Subsidiaries which occurred previously, 
exists now or shall exist hereafter (i) notify the Lender thereof in writing 
within ten (10) Business Days, (ii) if requested by the Lender, engage, at 
the Borrower's expense, and deliver to the Lender as promptly as feasible an 
Environmental Assessment with respect thereto containing or accompanied by a 
plan and budget in form and content reasonably satisfactory to the Lender for 
the remediation or cure thereof, (iii) as promptly as feasible, commence and 
diligently pursue to completion, or cause to be promptly commenced and 
diligently pursued to completion, all actions which are necessary to 
remediate or cure the same, all contractors to perform any work in connection 
therewith to be reasonably satisfactory to the Lender, and (iv) if requested 
by the Lender, deliver to the Lender, within fifteen (15) days after request 
therefor by the Lender, a bond, letter of credit or similar financial 
assurance reasonably satisfactory to the Lender evidencing that the funds 
necessary are available to pay the cost of such cure or remediation; and (e) 
indemnify, protect and defend the Lender, and its officers, directors, 
employees, attorneys and agents, and save harmless the Lender, and its 
officers, directors, employees, attorneys and agents, from and against any 
and all claims, demands, damages, losses, liabilities, obligations, 
penalties, litigation, defenses, judgments, decrees, orders, directives, 
suits, actions, proceedings, costs and expenses (including, without 
limitation, counsel fees and expenses and experts' fees and expenses) of any 
kind or nature whatsoever which may at any time be imposed upon, paid or 
incurred by or asserted or awarded against any of them relating to, resulting 
from or arising out of (i) the presence, manufacture, generation, production, 
processing, use, handling, treatment, storage, disposal, transportation or 
distribution on or about any Obligor Use Property of any Hazardous Substance 
by the Borrower or under any circumstances as a result of which

                                     56

<PAGE>

the Borrower or any of its Subsidiaries would be liable or financially 
responsible for damages or the cost of remediation or clean-up, (ii) any 
Hazardous Substance Contamination by the Borrower or any of its Subsidiaries 
or under circumstances as a result of which the Borrower or any of its 
Subsidiaries would be liable or financially responsible for damages or the 
cost of remediation or clean-up, (iii) any non-compliance in any material 
respect of any Obligor Use Property with any Environmental Law by the 
Borrower or any of its Subsidiaries which occurred previously, now exists or 
shall exist hereafter, or (iv) any costs associated with any remedial or 
curative action relating to any Hazardous Substances, any Hazardous Substance 
Contamination or any violation of any applicable Environmental Laws by the 
Borrower or any of its Subsidiaries.  The indemnification obligations of the 
Borrower under this Subsection shall survive the termination of this 
Agreement and payment of the outstanding Notes for a period of three (3) 
years.  The Lender agrees not to delay release of Collateral in accordance 
with the last sentence of Subsection 2.2 of the Borrower Security Agreement 
on account of any contingent obligation of the Borrower under the preceeding 
sentence.

     6.10 Perfection of Security Interest.  Cause the
security interest granted to the Lender pursuant to the
Borrower Security Agreement to be duly perfected in
accordance with applicable law with respect to all of the
Collateral.


     SECTION 7.  NEGATIVE COVENANTS 

     The Borrower hereby agrees that, until all of the
Obligations have been paid in full and there exists no
contingent or non-contingent commitment by the Lender which
could give rise to any Obligations, the Borrower shall not,
directly or indirectly:

     7.1  Financial Condition Covenants.

          (a)  Leverage Ratio.  Permit Leverage Ratio to be
greater than 1.75 to 1.00 as at the end of any quarterly
accounting period of the Borrower.

          (b)  Fixed Charge Coverage Ratio.  As at the end
of any quarterly accounting period of the Borrower, permit
Fixed Charge Coverage Ratio for the twelve (12)-month period
then ending to be less than 1.50 to 1.00.

          (c)  Current Ratio.  As at the end of any
quarterly accounting period of the Borrower, permit Current
Ratio

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<PAGE>

to be less than 1.00 to 1.00.

     7.2  Limitation on Indebtedness.  Create, incur, assume
or suffer to exist any Indebtedness, or permit any of its
Subsidiaries to create, incur, assume or suffer to exist any
Indebtedness, excepting for:

          (a)  Indebtedness of the Borrower or any of its
Subsidiaries under this Agreement and the other Credit
Documents;

          (b)  current Indebtedness of the Borrower and its
Subsidiaries in connection with trade accounts payable
incurred in the ordinary course of business (including
payment obligations under Operating Leases of the Borrower
and its Subsidiaries which the Lender acknowledges the
Borrower enters into in connection with its business);

          (c)  Indebtedness of the Borrower secured by
Permitted PMSIs; and

          (d)  other Indebtedness not exceeding Seven
Million Dollars ($7,000,000.00) in the aggregate at any time
outstanding, subject to the other provisions of this
Agreement, including Subsection 7.3.

     7.3  Limitation on Liens.  Create, incur, assume or
suffer to exist, or permit any of its Subsidiaries to
create, incur, assume or suffer to exist, any Lien upon any
of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

          (a)  Liens for taxes not yet due or which are
being contested in good faith by appropriate proceedings,
provided that adequate reserves with respect thereto are
maintained on the books of the Borrower or such Subsidiary,
as the case may be, in conformity with GAAP and that no
notice of lien with respect thereto is filed in any
recording office;

          (b)  landlords', carriers', warehousemen's,
mechanics', materialmen's, repairmen's, or other like Liens
arising in the ordinary course of business with respect to
obligations which are not due or which are being contested
in good faith by appropriate proceedings in a manner which
will not jeopardize or diminish in any material respect any
interest of the

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<PAGE>

Lender;

          (c)  pledges or deposits in connection with
workers' compensation, unemployment insurance and other
social security legislation and deposits securing liability
to insurance carriers under insurance or self-insurance
arrangements;

          (d)  Liens in favor of the Lender created pursuant
to the Credit Documents;

          (e)  Permitted PMSIs;

          (f)  Liens which are created for the benefit of a
Person solely to evidence a sale of accounts to such Person
by the Borrower or a Subsidiary of the Borrower pursuant to
a Permitted Factoring Agreement and which attach to no
property of the Borrower or any Subsidiary of the Borrower
other than such accounts and the proceeds thereof; and

          (g)  Liens, if any, described in Schedule 7.3.

     7.4  Limitation on Negative Pledge Clauses.  Enter
into, or permit any of its Subsidiaries to enter into, any
covenant or other agreement with or for the benefit of any
other Person, other than pursuant to this Agreement or the
other Credit Documents, which prohibits or limits the right,
power, authority or ability of the Borrower or such
Subsidiary to create, incur, assume or suffer to exist any
security interest or other Lien upon any of its assets,
whether now owned or hereafter acquired.

     7.5  Limitation on Contingent Obligations.  Create,
incur, assume or suffer to exist, or permit any of its
Subsidiaries to create, incur, assume or suffer to exist,
any Contingent Obligation except for:

          (a)  Contingent Obligations arising in connection
with Letters of Credit or otherwise arising under or in
connection with the Credit Documents; and

          (b)  Contingent Obligations in the nature of
performance bonds and performance guaranties arising in the
ordinary course of business.

     7.6  Limitations on Fundamental Changes.  Except for

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<PAGE>

Permitted Acquisitions, enter into, or permit any of its
Subsidiaries to enter into, any merger, consolidation,
amalgamation or share exchange, or, except for Permitted
Acquisitions, suffer or permit any business, assets,
operations or books and records of the Borrower or any of
its Subsidiaries to be merged, consolidated or commingled
with any business, assets, operations or books and records
of any other Person, or make any material change in the
present method of conducting business.

     7.7  Limitation on Acquisitions.  Except in the
ordinary course of business and except for Permitted
Acquisitions, purchase or otherwise acquire, or permit any
of its Subsidiaries to purchase or otherwise acquire, all or
substantially all of the assets of any other Person, or any
assets of any other Person in a transaction which is subject
to the Bulk Transfers Title of the Uniform Commercial Code
of any jurisdiction.

     7.8  Limitation on Sale of Assets.  Convey, sell,
assign, transfer, lease or otherwise dispose of, or permit
any of its Subsidiaries to convey, sell, assign, transfer,
lease or otherwise dispose of, any of the Collateral or any
substantial part of its assets, whether now owned or
hereafter acquired, except:

          (a)  obsolete or worn-out equipment or inventory
disposed of in the ordinary course of business;

          (b)  the sale of inventory in the ordinary course
of business; 

          (c)  sales of accounts of the Borrower or its
Subsidiaries pursuant to Permitted Factoring Agreement; and

          (d)  sales, leases or dispositions of assets of
the Borrower (not including the Collateral) having a value,
in the aggregate for all such sales, leases or dispositions,
not exceeding thirty percent (30%) of Total Assets at the
time of determination.

     7.9  Limitation on Restricted Payments.  Make or commit
to make, or permit any of its Subsidiaries to make or commit
to make, any Restricted Payments except:

          (a)  payments to the Borrower by any Subsidiary of

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<PAGE>

the Borrower;

          (b)  payment of compensation, stock options,
bonuses, insurance, fringe benefits and reimbursement of
expenses to employees of the Borrower in the ordinary course
of business;

          (c)  payments of dividends (including dividends
paid in capital stock of the Borrower) by the Borrower to
stockholders of the Borrower; 

          (d)  payments made by the Borrower to redeem
securities of the Borrower, provided that such payments are
made with proceeds of a public offering of securities of the
Borrower; and

          (e)  other payments not exceeding One Million
Dollars ($1,000,000.00) in the aggregate.

     7.10 Limitation on Transactions with Affiliates. 
Except as permitted by other provisions of this Agreement,
enter into, or permit any of its Subsidiaries to enter into,
any transaction with any Affiliate except for transactions
with Affiliates entered into in the ordinary course of
business on terms no less favorable than would apply in a
comparable arm's-length transaction with a Person that is
not an Affiliate.

     7.11 Limitation on Subsidiaries.  Form or acquire, or
permit any of its Subsidiaries to form or acquire, any
Subsidiary.

     7.12 Limitation on Investments, Loans and Advances. 
Purchase any Investment or make any advance, loan or
extension of credit to any Person, or permit any of its
Subsidiaries to purchase any Investment or make any advance,
loan or extension of credit to any Person, except for:

          (a)  extensions of trade credit in the ordinary
course of business;

          (b)  a loan or loans to any Person or Persons,
provided that the aggregate amount of all loans to all
Persons shall not at any time exceed Two Million Dollars
($2,000,000.00);

          (c)  Investments in Cash Equivalents;

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<PAGE>

          (d)  other Investments in an aggregate amount not
to exceed Five Million Dollars ($5,000,000.00) during any
period of four (4) consecutive quarterly accounting periods
of the Borrower beginning on or after the date of this
Agreement; and

          (e)  other Investments approved by the Lender in
writing.

     7.13 Limitation on Optional Payments and Modifications. 
(a) Unless commercially reasonable to do so, make, or permit
any of its Subsidiaries to make, any optional payment or
prepayment on or redemption of any Indebtedness (other than
Indebtedness pursuant to this Agreement), or (b) unless
commercially reasonable to do so, amend, modify or change,
or consent or agree to any amendment, modification or change
to, any of the terms of any Indebtedness (other than any
such amendment, modification or change which would extend
the maturity or reduce the amount of any payment of
principal thereof or which would reduce the rate or extend
the date for payment of interest thereon).

     7.14 Limitation on Sale and Leaseback.  Enter into, or
permit any of its Subsidiaries to enter into, any
arrangement with any Person providing for the leasing by the
Borrower or such Subsidiary of real or personal property
which has been or is to be sold or transferred by the
Borrower or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental
obligations of the Borrower or such Subsidiary.

     7.15 Fiscal Year.  Permit the fiscal year of the
Borrower to end on a day other than January 31.

     7.16 Places of Business.  Change, or suffer or permit
to be changed, the location of the Borrower Chief Executive
Office or the location of the Borrower's books and records,
or have or maintain, other than the Borrower Business
Premises, any business, office or storage location unless
the Lender shall have received sixty (60) days prior written
notice of the new location.

     7.17 Change of Name.  Without giving the Lender at
least sixty (60) days prior written notice and executing and
delivering to the Lender such financing statements and other
documents as the Lender may reasonably require after receipt
of such notice, change, or suffer or permit to be changed,
the name

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<PAGE>

of the Borrower or any of its Subsidiaries, or use any trade name, or permit 
any of its Subsidiaries to use any trade name, other than its true corporate 
name and "Advantec Institutes."

     7.18 ERISA.  (a) With respect to any Retirement Plan,
engage, or knowingly permit any "party in interest" (as
defined in Section 3(14) of ERISA) or any "disqualified
person" (as defined in Section 4975(e)(2) of the Code) to
engage, in any "prohibited transaction" within the meaning
of Section 4925 of the Code or Sections 406 through 408 of
ERISA; (b) with respect to any Retirement Plan, knowingly
incur, or permit any Subsidiary of the Borrower to knowingly
incur, any "accumulated funding deficiency" under
Section 302 of ERISA or Section 412 of the Code, whether or
not waived; (c) terminate any Retirement Plan in a manner
which could result in the imposition of a lien on any of its
property pursuant to Section 4068 of ERISA; or (d) take any
action which materially adversely affects the qualification
of any Qualified Plan.

     7.19 Environmental.  (a) Permit any Hazardous Substance
to be present, manufactured, generated, produced, processed,
used, handled, treated, stored or disposed of on any Obligor
Use Property in violation of any applicable Environmental
Law by the Borrower or any of its Subsidiaries or under
circumstances as a result of which the Borrower or any of
its Subsidiaries would be liable or financially responsible
for damages or the cost of remediation or clean-up;
(b) permit to occur any Hazardous Substance Contamination by
the Borrower or any of its Subsidiaries or under
circumstances as a result of which the Borrower or any of
its Subsidiaries would be liable or financially responsible
for damages or the cost of remediation or clean-up; or
(c) permit any underground storage tanks to be installed on
any Obligor Use Property by the Borrower or any of its
Subsidiaries or under circumstances as a result of which the
Borrower or any of its Subsidiaries would be liable or
financially responsible for damages or the cost of removal,
remediation or clean-up.

     7.20 Limitation on Inconsistent Agreements.  Enter
into, or permit any of its Subsidiaries to enter into, any
agreement which is inconsistent with any obligations of the
Borrower or any of its Subsidiaries under this Agreement or
any of the other Credit Documents.

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     SECTION 8.  EVENTS OF DEFAULT

          Upon the occurrence of any of the following
events:

          (a)  The Borrower or any Other Obligor shall fail
to pay when and as due, whether by demand, stated maturity,
acceleration or otherwise, any of the Obligations,
including, without limitation, principal and interest on the
Notes, L/C Reimbursement Obligations, fees or expenses; or

          (b)  Any representation or warranty made or deemed
made by the Borrower or any Other Obligor herein or in the
other Credit Documents or which is contained in any
certificate, document or financial or other statement
furnished at any time under or in connection with this
Agreement or any such other Credit Document shall prove to
have been incorrect in any material respect on or as of the
date made or deemed made; or

          (c)  The Borrower or any Other Obligor shall fail
to observe, perform or comply with any covenant or agreement
contained in this Agreement or any of the other Credit
Documents (other than as provided in (a) above), and, in the
case of any failure of the Borrower or any Other Obligor to
observe, perform or comply with any covenant or agreement to
be observed, performed or complied with

               (i)  under Subsection 4.14(b), 6.1(f), 6.4(b)
or 6.8(e), or Subsection 2.2 of the Borrower Security
Agreement, such failure shall continue for three (3)
Business Days after written notice of such failure from the
Lender to the Borrower;

               (ii) under Subsection 6.1(a) through (d),
inclusive, or 9.7 or under Subsection 4.1 of the Borrower
Security Agreement, such failure shall continue for five (5)
Business Days after written notice of such failure from the
Lender to the Borrower;

               (iii)     under Subsection 6.3(b), 6.10 or
7.3, such failure shall continue for five (5) Business Days
after the Borrower becomes aware of such failure, whether as
a result of notice from the Lender or otherwise;

               (iv) under Subsection 6.5(b), such failure

                                     64

<PAGE>

shall continue for one (1) Business Day after written notice
of such failure from the Lender to the Borrower;

               (v)  under Subsection 6.9(b) through (d),
inclusive, such failure shall continue for fifteen (15)
Business Days;

               (vi) under Subsection 7.12, such failure
shall continue for five (5) Business Days;

               (vii)     under Subsection 2.3(e) of the
Borrower Security Agreement, such failure shall continue for
three (3) Business Days after notice of such failure from
the Lender to the Borrower; or

               (viii)    other than as provided in
Section 8(a) and Section 8(c)(i) through (vii), inclusive,
and except in the case of any failure of the Borrower or any
Other Obligor to observe, perform or comply with any
covenant or agreement to be observed, performed or complied
with under Subsection 4.14(a), 4.18, 6.3(a), 6.6, 6.8(d),
7.1, 7.4, 7.6 through 7.11, inclusive, or 7.13 through 7.18,
inclusive, or Subsection 2.3(b) and 2.3(d) of the Borrower
Security Agreement, such failure shall continue for thirty
(30) days; or

          (d)  (i) This Agreement or any of the other Credit
Documents shall be, or shall be held by a court of competent
jurisdiction to be, invalid or unenforceable in any respect
reasonably deemed material by the Lender, or (ii) the
security interests and other Liens created in favor of or
for the benefit of the Lender shall cease to be enforceable
in any respect reasonably deemed material by the Lender and
of the same effect and priority purported to be created
thereby; or

          (e)  The Borrower or any Other Obligor shall
revoke or terminate, or attempt to revoke or terminate, or
notify the Lender of revocation or termination of, any
continuing obligations or agreements of the Borrower or such
Other Obligor relating in any way to this Agreement or any
of the other Credit Documents; or

          (f)  The Borrower or any Other Obligor shall (i)
default in any payment of any Indebtedness (other than
Indebtedness referred to in paragraph (a) above) or in the
payment

                                     65

<PAGE>

of any Contingent Obligation reasonably deemed material by the Lender, beyond 
any period of grace but whether or not any required notice has been given, or 
(ii) default in the observance or performance of any other agreement or 
condition otherwise relating to any such Indebtedness or Contingent 
Obligation or contained in any instrument or agreement evidencing, securing 
or relating thereto, or any other event shall occur or condition exist, the 
effect of which default or other event or condition is to cause, or to permit 
the holder or holders of such Indebtedness or beneficiary or beneficiaries of 
such Contingent Obligation (or a trustee or agent on behalf of such holder or 
holders or beneficiary or beneficiaries) to cause, with the giving of notice 
if required and expiration of any applicable grace period, such Indebtedness 
to become due prior to its stated maturity or such Contingent Obligation to 
become payable; or

          (g)  (i) The Borrower or any Other Obligor shall
commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization
or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it
or its debts, or (B) seeking appointment of a receiver,
trustee, custodian or other similar official for it or for
all or any substantial part of its assets, or the Borrower
or any Other Obligor shall make a general assignment for the
benefit of its creditors, whether or not any court assumes
jurisdiction thereof; or (ii) there shall be commenced
against the Borrower or any Other Obligor any case,
proceeding or other action of a nature referred to in clause
(i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or
(B) remains undismissed for a period of sixty (60) days; or
(iii) there shall be commenced against the Borrower or any
Other Obligor any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or
similar process against all or any substantial part of its
assets which results in the entry of an order for any such
relief which shall not have been vacated, discharged or
stayed pending appeal, within sixty (60) days from the entry
thereof; or (iv) the Borrower or any Other Obligor shall
take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii) or (iii) above; or (v) the
Borrower or any Other

                                     66

<PAGE>

Obligor shall be insolvent (as defined in Section 101(32) of the United 
States Bankruptcy Code, or any successor legislation), or generally not, or 
shall be unable to, or shall admit in writing its inability to, pay its debts 
as they become due; or

          (h)  Dissolution or liquidation of, or the entry
of any unstayed judgment, order, award or decree for the
dissolution or liquidation of, the Borrower or any Other
Obligor; or

          (i)  Injunction or restraint of the Borrower or
any Other Obligor in any manner from conducting its business
in whole or in part deemed material by the Lender in good
faith; or

          (j)  Any material assets of the Borrower or any
Subsidiary of the Borrower shall be attached, levied upon,
seized or repossessed and such assets shall not be released
or discharged from such attachment, levy, seizure or
repossession within sixty (60) days; or

          (k)  There shall occur any event or condition
which the Lender reasonably determines has or will have a
Material Adverse Effect, whether or not such event or
condition otherwise constitutes an Event of Default; or 

          (l)  (i) The Borrower or any Commonly Controlled
Entity shall, or, in the judgment of the Lender exercised in
good faith, is likely to, incur any liability in connection
with a withdrawal from, or the Insolvency or Reorganization
of, a Multiemployer Plan, or (ii) any other event or
condition shall occur or exist, with respect to a Plan, and
in each case in clauses (i) and (ii) above, such event or
condition, together with all other such events or
conditions, if any, could reasonably be expected, in the
aggregate, to subject the Borrower or any Other Obligor to
any tax, penalty or other liabilities deemed material by the
Lender in good faith; or

          (m)  One or more judgments or decrees shall be
entered against the Borrower or any Other Obligor involving
in the aggregate liabilities (not paid or fully covered by
insurance) equal to or exceeding Five Hundred Thousand
Dollars ($500,000.00) and all such judgments or decrees
shall not have been vacated, discharged or stayed pending
appeal within thirty (30) days from the entry thereof; or

                                     67

<PAGE>

          (n)  The Borrower, any of its Subsidiaries or any
Other Obligor shall be convicted of an offense (other than
traffic violations) punishable under any domestic or foreign
criminal statute or law; or

          (o)  There shall occur a Change of Control; 

then, and in any such event, (A) if such event is an Event
of Default specified in paragraph (h) or in clause (i) or
(ii) of paragraph (g) above automatically the Commitments
shall immediately terminate and all of the Obligations (with
accrued interest thereon) shall immediately become due and
payable, and (B) if such event is any other Event of
Default, either or both of the following actions may be
taken: (i) the Lender may by notice to the Borrower declare
the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; and (ii) the Lender
may by notice to the Borrower, declare all of the
Obligations (with accrued interest thereon) to be due and
payable, whereupon the same shall immediately become due and
payable. Except as expressly provided above in this
Agreement, presentment, demand, protest and all other
notices of any kind are hereby expressly waived.


     SECTION 9.  MISCELLANEOUS

     9.1  Amendments and Waivers.  Neither this Agreement,
any Note or any other Credit Document, nor any terms hereof
or thereof may be amended, modified, extended, renewed,
supplemented or replaced except in accordance with the
provisions of this Subsection. The Lender and the Borrower
may from time to time enter into written amendments,
modifications, extensions, renewals, supplements or
replacements for the purpose of amending, modifying,
extending, renewing, supplementing or replacing any
provisions of this Agreement or the other Credit Documents
or changing in any manner the rights of the parties
hereunder or thereunder or waiving, on such terms and
conditions as the Lender may specify in such instrument, any
of the requirements of this Agreement or the other Credit
Documents or any Default or Event of Default and its
consequences.  In the case of any waiver, the Borrower and
the Lender shall be restored to their former positions and
rights hereunder and under the outstanding Notes, and any
Default or Event of Default waived shall be deemed to be

                                     68

<PAGE>

cured; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right
consequent thereupon.

     9.2  More Restrictive Provisions.  In the event that
the Borrower enters into or becomes bound by any credit
agreement, purchase agreement or other agreement, document
or instrument (but not including any statutory requirement
or any requirement imposed by regulatory authorities), or
any amendment, modification, supplement or restatement
thereof, which requires the Borrower to comply with any
financial covenants which are in addition to or more
restrictive (the "Additional/More Restrictive Provisions")
than the covenants contained in Subsection 7.1, this
Agreement shall be deemed to be automatically and
immediately amended to include such Additional/More
Restrictive Provisions.  In the event that such credit
agreement, purchase agreement or other agreement or document
which contains the Additional/More Restrictive Provisions,
or the Additional/More Restrictive Provisions, are
terminated and of no further force or effect, then any
amendment of this Agreement effected as a result of the
provisions of this Subsection shall be of no further force
or effect and this Agreement shall be deemed to be
automatically and immediately amended to conform to the
terms of this Agreement prior to such amendment of this
Agreement effected pursuant to this Subsection as a result
of such Additional/More Restrictive Provisions.  In the
event that, after an amendment of this Agreement effected
pursuant to this Subsection as a result of Additional/More
Restrictive Provisions, such Additional/More Restrictive
Provisions shall be amended or modified and the result of
such amendment or modification is to cause some or all of
such Additional/More Restrictive Provisions to be more
restrictive or less restrictive, but in any event more
restrictive than the financial covenants contained in
Subsection 7.1 prior to such amendment of this Agreement,
then this Agreement shall be deemed to be automatically and
immediately amended to conform to such Additional/More
Restrictive Provisions, as so amended or modified.  Upon
request of the Lender at any time or from time to time, the
Borrower shall promptly execute and deliver to the Lender
such amendments of this Agreement, and such other
agreements, instruments and documents, as may be requested
by the Lender to further memorialize amendments of this
Agreement pursuant to this Subsection.

     9.3  Notices.  All notices, requests and demands to or

                                     69

<PAGE>

upon the respective parties hereto to be effective shall be
in writing (including by facsimile transmission), and,
unless otherwise expressly provided herein, shall be deemed
to have been duly given or made when delivered by hand,
transmitted by facsimile transmission or, if sent via
Federal Express (or other reputable commercial overnight
courier), return receipt requested, three (3) days after
delivery of the return receipt to the sending party,
addressed as follows (or to such other address as may be
hereafter notified by the respective parties hereto and any
future holders of the Notes):

     The Borrower:       11350 Random Hills Road
                         Suite 240
                         Fairfax, Virginia 22030
                         Attention:  Chief Financial
Officer
                         Fax:  (703) 359-8226

     with a copy to:     Tucker, Flyer & Lewis
                         1615 L Street, N.W.
                         Suite 400
                         Washington, DC 20036-5610
                         Attention:  Jack L. Lewis, Esquire
                         Fax:  (202) 429-3231


     The Lender:         CoreStates Bank, N.A.
                         The World Trade Center, Suite 2524
                         401 East Pratt Street
                         Baltimore, Maryland 21202
                         Fax:  (410) 576-2245

     with a copy to:     Hogan & Hartson L.L.P.
                         111 South Calvert Street
                         Baltimore, Maryland 21202
                         Attention:  J. Clinton Kelly,
Esquire
                         Fax:  (410) 539-6981


provided that any notice, request or demand to or upon the
Lender pursuant to Subsections 2.3, 2.7, 2.10, and 2.11
shall not be

                                     70

<PAGE>

effective until received.  No failure of any party hereto to provide a copy 
of any notice, request or demand to Tucker, Flyer & Lewis or Hogan & Hartson 
L.L.P. as provided above shall impair in any way the effectiveness of any 
such notice, request or demand.

     9.4  No Waiver; Cumulative Remedies.  No failure to
exercise and no delay in exercising, on the part of the
Lender, any right, remedy, power or privilege hereunder or
under the Credit Documents, shall operate as a waiver
thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or thereunder
preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. 
The rights, remedies, powers and privileges herein provided
or provided in the other Credit Documents are cumulative and
not exclusive of any rights, remedies, powers and privileges
provided by law.

     9.5  Survival of Representations and Warranties.  All
representations and warranties made hereunder, in the other
Credit Documents and in any document, certificate or
statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this
Agreement and the Notes.

     9.6  Payment of Expenses and Taxes.  The Borrower
agrees (a) to pay or reimburse the Lender for all its costs
and expenses incurred in connection with the development,
preparation and execution of', and any amendment,
modification, extension, renewal, supplement or replacement
of, this Agreement, the other Credit Documents and any other
documents prepared in connection herewith or therewith, and
the consummation of the transactions contemplated hereby and
thereby, including, without limitation, the fees and
disbursements of counsel to the Lender, (b) to pay or
reimburse the Lender for all its costs and expenses incurred
in connection with the enforcement or preservation of any
rights under this Agreement, the other Credit Documents and
any such other documents, including, without limitation, the
fees and disbursements of counsel to the Lender, (c) to pay,
indemnify and hold the Lender harmless from, any and all
recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, which may be payable or
determined to be payable in connection with the execution
and delivery of, or consummation of any of the transactions
contemplated by, or any amendment, modification, extension,
renewal, supplement or replacement of, or any waiver or

                                     71

<PAGE>

consent under or in respect of, this Agreement, the other
Credit Documents and any such other documents, and (d) to
pay, indemnify and hold the Lender harmless from, any and
all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Credit Documents
and any such other documents (all of the foregoing,
collectively, the "indemnified liabilities"); provided that
the Borrower shall have no obligation hereunder to the
Lender with respect to indemnified liabilities arising from
(i) the gross negligence or willful misconduct of the
Lender, or (ii) legal proceedings commenced against the
Lender by any security holder or creditor thereof arising
out of and based upon rights afforded any such security
holder or creditor solely in its capacity as such.  The
agreements in this Subsection shall survive the termination
of this Agreement and payment of the outstanding Notes for a
period of two (2) years.

     9.7  Further Assurances.  The Borrower agrees promptly
to do, make, execute and deliver all such additional and
further acts, things, deeds, assurances, instruments and
documents as the Lender may reasonably request to vest in
and assure to the Lender its rights under this Agreement or
any of the other Credit Documents.

     9.8  Unenforceability.  If any term, provision or
condition, or any part thereof, of this Agreement or any of
the other Credit Documents shall for any reason be found or
held invalid or unenforceable by any court or Governmental
Authority, such invalidity or unenforceability shall not
affect the remainder of such term, provision or condition,
nor any other term, provision or condition, and this
Agreement and the other Credit Documents shall survive and
be construed as if such invalid or unenforceable term,
provision or condition had not been contained herein or
therein; provided, however, that if any rate of interest
provided under this Agreement or any of the other Credit
Documents does or shall exceed the maximum interest rate
permitted by law, then such rate of interest shall
immediately be deemed to be reduced to such maximum rate and
all previous payments of interest in excess of the maximum
rate shall be deemed to have been payments in reduction of
principal and not of interest.

     9.9  Indemnification Concerning Fees.  The Borrower

                                     72

<PAGE>

agrees to indemnify, protect and defend the Lender, and save
the Lender harmless, from and against any and all claims,
demands, damages, losses, liabilities, obligations,
penalties, litigation, judgments, suits, actions,
proceedings, costs and expenses (including, without
limitation, counsel fees and expenses) of any kind or nature
whatsoever which may at any time be imposed upon, paid or
incurred by or asserted or awarded against the Lender
relating to, resulting from or arising out of any broker's
or finder's fee or commission which the Lender did not
directly contract to pay.

     9.10 Waiver of Trial by Jury.  Each of the Borrower and
the Lender agrees that any action, suit or proceeding
involving any claim, counterclaim or cross-claim arising out
of or in any way relating, directly or indirectly, to this
Agreement or any of the other Credit Documents, or any
liabilities, rights or interests of the Borrower, the Lender
or any other Person arising out of or in any way relating,
directly or indirectly, to any of the foregoing, shall be
tried by a court and not by a jury.  Each of the Borrower
and the Lender hereby waives any right to trial by jury in
any such action, suit or proceeding, with the understanding
and agreement that this waiver constitutes a waiver of trial
by jury of all claims, counterclaims and cross-claims
against all parties to such actions, suits or proceedings,
including claims, counterclaims and cross-claims against
parties who are not parties to this Agreement or the other
Credit Documents.  This waiver is knowingly, willingly and
voluntarily made by each of the parties hereto, and each of
the parties hereto acknowledges and agrees that this waiver
of trial by jury is a material aspect of the agreements
among them and that no representations of fact or opinion
have been made by any Person to induce this waiver of trial
by jury or to modify, limit or nullify its effect.

     9.11 Additional Waivers.  The Borrower hereby waives,
to the extent the same may be waived under applicable law: 
(a) notice of acceptance of this Agreement or any of the
other Credit Documents by any other party hereto; and
(b) all claims and causes of action of the Borrower against
the Lender for punitive, exemplary, consequential, special
or other indirect or non-compensatory damages.

     9.12 Successors and Assigns; Transfers of Interests. 
(a) This Agreement shall be binding upon and inure to the
benefit

                                     73

<PAGE>

of the Borrower, the Lender, all future holders of the Notes and their 
respective successors and assigns, except that the Borrower may not assign or 
transfer any of its rights or obligations under this Agreement without the 
prior written consent of the Lender.

          (b)  The Lender may at any time, in its
discretion, assign, transfer or pledge to any Person, or
grant to any Person a security interest in, this Agreement,
any of the other Credit Documents or any of its rights
hereunder or thereunder.  In addition, the Lender may sell,
in such amounts, upon such terms and to such Persons as the
Lender may determine, participations in its interests under
this Agreement and/or any of the other Credit Documents.  In
the case of each such assignment, transfer, pledge, grant or
sale (i) the Lender may from time to time provide to the
assignee, transferee, pledgee, secured party or participant,
any information and documents (or copies thereof) relating
to this Agreement and the other Credit Documents and related
transactions, and relating to the business, assets,
operations, business prospects or financial condition of the
Borrower, Subsidiaries of the Borrower and Other Obligors,
and (ii) subject to Requirements of Law, the Lender agrees
to continue to administer this Agreement and the other
Credit Documents subject to compensation of the Lender by
such assignees, transferees, pledgees, secured parties or
participants.

     9.13 Counterparts.  This Agreement may be executed by
one or more of the parties to this Agreement on any number
of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same
instrument.  

     9.14 Governing Law.  This Agreement (other than the
provisions of Section 3), the Notes and the other Credit
Documents (other than the L/C Agreements), and the rights
and obligations of the parties hereunder and thereunder,
shall be governed by and construed and interpreted in
accordance with the internal laws of the State of Maryland,
exclusive of principles of conflicts of laws.  The
provisions of Section 3 of this Agreement, and the rights
and obligations of the parties under Section 3 of this
Agreement, shall be governed by and construed and
interpreted in accordance with the internal laws of the
Commonwealth of Pennsylvania, exclusive of principles of
conflicts of laws.

     9.15 Submission To Jurisdiction.  The Borrower hereby
irrevocably and unconditionally:

                                     74

<PAGE>

          (a)  submits for itself and its property in any
legal action or proceeding relating to this Agreement or any
of the other Credit Documents, or for recognition and
enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of any federal court in
the State of Maryland, the United States District Court for
the Eastern District of Virginia or the Circuit Court of
Montgomery County, Maryland;

          (b)  consents that any such action or proceeding
may be brought in such courts, and waives any objection that
it may now or hereafter have to the venue of any such action
or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees
not to plead or claim the same;

          (c)  agrees that service of process in any such
action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in Subsection 9.3 or at
such other address of which the Lender shall have been
notified pursuant thereto; and

          (d)  agrees that nothing herein shall affect the
right to effect service of process in any other manner
permitted by law or shall limit the right to sue in any
other jurisdiction. 





                                     75

<PAGE>

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

ATTEST/WITNESS:                 COMPUTER LEARNING CENTERS,
                                   INC.



------------------------        By:------------------- (SEAL)
                                   Name:
                                   Title:

         
                                   CORESTATES BANK, N.A.



------------------------        By:------------------- (SEAL)
                                   Name:  Keith A. Harding, Jr.
                                   Title:  Vice President 





                                     76

<PAGE>

                                                     Schedule I
                                            to Credit Agreement



                    BORROWER BUSINESS PREMISES



11350 Random Hills Road                   200 South Michigan Avenue
Suite 240                                 Chicago, IL  60604
Fairfax, VA  22030


312 Marshall Avenue                       920 East Algonquin Road
Laurel, MD  20707                         Schaumburg, IL  60173


6295 Edsall Road                          1500 Eastgate Drive
Suite 210                                 Suite 200
Alexandria, VA  22312                     Garland, TX  75041


8500 Leesburg Pike                        3030 South Gessner
Suite 306                                 Suite 150
Vienna, VA  22182                         Houston, TX  77063


222 South Harbour Boulevard               3600 Market Street
Anaheim, CA  92805                        Philadelphia, PA  19104


3130 Wilshire Boulevard                   One Plymouth Meeting
Los Angeles, CA  90010                    Suite 300
                                          Plymouth Meeting, PA  19462


667 Mission Street                        32500 Concord Drive
San Francisco, CA  94105                  Madison Heights, MI  48071

111 North Market Street
Suite 105
San Jose, CA  95113



                                     77

<PAGE>

                                                   Schedule 4.6
                                            to Credit Agreement


                            LITIGATION





                                     78

<PAGE>

                                                  Schedule 4.11
                                            to Credit Agreement



                      ENVIRONMENTAL MATTERS




                               NONE





                                     79

<PAGE>
                                                   Schedule 7.3
                                            to Credit Agreement



                         PERMITTED LIENS


                               NONE







                                     80

<PAGE>

________________ OF ________________, ________________,
                      ____________, SS:

     I HEREBY CERTIFY that on this _________ day of
______________, 1996, before me, the undersigned, a Notary
Public of said State, personally appeared
_______________________________, who acknowledged himself to
be the ______________________________ of Computer Learning
Centers, Inc., and that he, as such, being authorized so to
do, executed the foregoing instrument on behalf of the said
Computer Learning Centers, Inc., for the purposes therein
contained.

     WITNESS my hand and Notarial Seal.



                                   ____________________
                                   Notary Public

My Commission expires:

____________________


________________ OF ________________, ________________,
____________, SS:

     I HEREBY CERTIFY that on this _________ day of
______________, 1996, before me, the undersigned, a Notary
Public of said State, personally appeared Keith A. Harding.
Jr., who acknowledged himself to be the Vice President of
CoreStates Bank, N.A., and that he, as such, being
authorized so to do, executed the foregoing instrument on
behalf of the said CoreStates Bank, N.A., for the purposes
therein contained.

     WITNESS my hand and Notarial Seal.



                                   ____________________
                                   Notary Public

My Commission expires:


                                     81

<PAGE>

_____________________










                                     82