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                                  Exhibit 10.21

                      SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("Amendment"), dated as of May
30, 2002 (the "Amendment Date"), is among ENCORE MEDICAL CORPORATION, ENCORE
MEDICAL GP, INC., ENCORE MEDICAL ASSET CORPORATION, ENCORE MEDICAL, L.P., and
BANK OF AMERICA, NATIONAL ASSOCIATION (in its capacity as administrative agent
under the Credit Agreement referenced below and as the sole Lender under the
Credit Agreement referenced below).

                                    RECITALS:

     A. The Borrowers, the Agent, and the Lenders have entered into that certain
Credit Agreement dated as of February 8, 2002 (as amended by that certain Waiver
and First Amendment to Credit Agreement dated as of May 7, 2002, the "Credit
Agreement"). The Borrowers have requested that certain provisions of the Credit
Agreement be amended in certain respects.

     B. Subject to satisfaction of the conditions set forth herein, Agent and
the Lenders are willing to amend the Credit Agreement as specifically provided
herein.

     NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   Definitions

     Section 1.1 Section Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Credit Agreement, as amended hereby.

                                   ARTICLE II

                                   Amendments

     Section 2.1 Section Amendment to Section 1.2(a) of the Credit Agreement.
Effective as of the Amendment Date, Section 1.2(a) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:

          (a) Amounts. Subject to the satisfaction of the conditions precedent
     set forth in Article 8, each Lender severally, but not jointly, agrees,
     upon a Borrower's request from time to time on any Business Day during the
     period from the Closing Date to the Termination Date, to make revolving
     loans (the

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     "Revolving Loans") to the Borrowers (including Revolving Loans that qualify
     as Ex-Im Bank Guaranteed Loans under the Ex-Im Bank Borrower Agreement) in
     amounts not to exceed such Lender's Pro Rata Share of the Availability,
     except for Non-Ratable Loans and Agent Advances and as otherwise set forth
     herein with respect to Ex-Im Bank Guaranteed Loans. The Lenders, however,
     in their unanimous discretion, may elect to make Revolving Loans or issue
     or arrange to have issued Letters of Credit or Credit Support in excess of
     the Availability or the Borrowing Base on one or more occasions (provided
     that any such advance of an Ex-Im Bank Guaranteed Loan may not exceed the
     limitations specified in Section 1.2(k) or in the definition of
     Export-Related Borrowing Base contained in the Ex-Im Bank Borrower
     Agreement), but if they do so, neither the Agent nor the Lenders shall be
     deemed thereby to have changed the limits of the Availability or the
     Borrowing Base or to be obligated to exceed such limits on any other
     occasion. If the Aggregate Revolver Outstandings would exceed the Borrowing
     Base after giving effect to any Borrowing, the Lenders may refuse to make
     or may otherwise restrict the making of Revolving Loans and the issuance of
     Letters of Credit and Credit Support as the Lenders determine until such
     excess has been eliminated, subject to the Agent's authority, in its sole
     discretion, to make Agent Advances pursuant to the terms of Section 1.2(j).

     Section 2.2 Section Amendment to Section 1.2(b) of the Credit Agreement.
Effective as of the Amendment Date, Section 1.2(b) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:

          (b) Revolving Loan Notes. The Borrowers shall execute and deliver to
     each Lender a promissory note to evidence the Revolving Loans other than
     the Ex-Im Bank Guaranteed Loans of that Lender (each a "Revolving Loan
     Note" and, collectively, the "Revolving Loan Notes"). Each Revolving Loan
     Note shall be in the principal amount of the applicable Lender's Pro Rata
     Share of the Revolving Loan Commitments, dated as of the Closing Date or
     the date of any assignment of a portion of any Lender's Revolving Loans,
     and substantially in the form of Exhibit A. Each Revolving Loan Note shall
     represent the obligation of the Borrowers to pay the amount of the
     applicable Lender's Pro Rata Share of the Revolving Loan Commitments, or,
     if less, such Lender's Pro Rata Share of the aggregate unpaid principal
     amount of all Revolving Loans other than the Ex-Im Bank Guaranteed Loans to
     the Borrowers together with interest thereon as prescribed in this
     Agreement. The entire unpaid balance of the Revolving Loans other than the
     Ex-Im Bank Guaranteed Loans and all other non-contingent Obligations shall
     be immediately due and payable in full in immediately available funds on
     the Termination Date.

     Section 2.3 Amendment to Section 1.2(g) of the Credit Agreement. Effective
as of the Amendment Date, Section 1.2(g) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

          (g) The Agent's Election. Subject to the requirements of Section
     1.2(i), promptly after receipt of a Notice of Borrowing (or telephonic

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     notice in lieu thereof) other than a request for LIBOR Rate Revolving
     Loans, the Agent shall elect in its discretion to have the terms of Section
     1.2(h), Section 1.2(i), Section 1.2(j), or Section 1.2(k) apply to such
     requested Borrowing. If the Bank declines in its sole discretion to make a
     Non-Ratable Loan pursuant to Section 1.2(i), an Agent Advance pursuant to
     Section 1.2(j), or an Ex-Im Bank Guaranteed Loan pursuant to Section
     1.2(k), the terms of Section 1.2(h) shall apply to the requested Borrowing.

     Section 2.4 Amendment to Section 1.2(h) of the Credit Agreement. Effective
as of the Amendment Date, the first sentence of Section 1.2(h) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

     If the Agent elects to have the terms of this Section 1.2(h) apply to a
     requested Borrowing or if the requested Borrowing is for a LIBOR Rate
     Revolving Loan, then promptly after receipt of a Notice of Borrowing or
     telephonic notice in lieu thereof, the Agent shall notify the Lenders by
     telecopy, telephone, or e-mail of the requested Borrowing.

     Section 2.5 Amendment to Section 1.2(j) of the Credit Agreement. Effective
as of the Amendment Date, the first sentence of Section 1.2(j) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

     Subject to the limitations set forth below, the Agent is authorized by the
     Borrowers and the Lenders, from time to time in the Agent's sole
     discretion, (i) after the occurrence of a Default or an Event of Default or
     (ii) at any time that any of the other conditions precedent set forth in
     Article 8 have not been satisfied, to make Base Rate Revolving Loans other
     than Ex-Im Bank Guaranteed Loans to the Borrowers or any of them on behalf
     of the Lenders, in an aggregate amount outstanding at any time not to
     exceed $2,500,000, which the Agent, in its reasonable business judgment,
     deems necessary or desirable (A) to preserve or protect the Collateral, or
     any portion thereof, (B) to enhance the likelihood of, or maximize the
     amount of, repayment of the Loans and other Obligations, or (C) to pay any
     other amount chargeable to the Borrowers pursuant to the terms of this
     Agreement, including costs, fees, and expenses as described in Section 13.7
     (any of such advances are herein referred to as "Agent Advances"); provided
     that the Majority Lenders may at any time revoke the Agent's authorization
     to make Agent Advances.

     Section 2.6 Addition of Section 1.2(k) to the Credit Agreement. Effective
as of the Amendment Date, the Section 1.2 of the Credit Agreement is hereby
amended by adding thereto a new clause (k) which shall read in its entirety as
follows:

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          (k) Making of Ex-Im Bank Guaranteed Loans.

               (i) Subject to Section 1.2(g), if the Agent elects, with the
          consent of the Bank, to have the terms of this Section 1.2(k) apply,
          to a requested Borrowing and if the requested Borrowing qualifies as
          an Ex-Im Bank Guaranteed Loan, the Bank shall make a Revolving Loan in
          the amount of such requested Borrowing available to the Borrowers on
          the applicable Funding Date by transferring same day funds to the
          Designated Account. Each Revolving Loan made solely by the Bank
          pursuant to this Section 1.2(k) is referred to as an "Ex-Im Bank
          Guaranteed Loan" and such Revolving Loans are collectively referred to
          as the "Ex-Im Bank Guaranteed Loans". Each Ex-Im Bank Guaranteed Loan
          shall be subject to all the terms and conditions applicable to other
          Revolving Loans except to the extent of the provisions of the Ex-Im
          Bank Borrower Agreement, which shall control in the event of any
          inconsistency.

               (ii) The aggregate amount of Ex-Im Bank Guaranteed Loans
          outstanding at any time shall not exceed the lesser of (A) $1,500,000
          or (B) the Export-Related Borrowing Base. The Agent shall not request
          the Bank to make any Ex-Im Bank Guaranteed Loan if (Y) the Agent has
          received written notice from any Lender that one or more of the
          applicable conditions precedent set forth in Article 8 will not be
          satisfied on the requested Funding Date for the applicable Borrowing,
          or (Z) the requested Borrowing would exceed the Export-Related
          Availability on that Funding Date.

               (iii) The Ex-Im Bank Guaranteed Loans shall be secured by the
          Agent's Liens in and to the Collateral and shall constitute Base Rate
          Revolving Loans and Obligations hereunder and shall be guaranteed by
          the Ex-Im Bank to the extent provided in the Ex-Im Bank Master
          Guarantee Agreement.

               (iv) The Borrowers shall execute and deliver to each Lender a
          promissory note to evidence the Ex-Im Bank Guaranteed Loans of that
          Lender (each an "Ex-Im Bank Guaranteed Loan Note" and, collectively,
          the "Ex-Im Bank Guaranteed Loan Notes"). Each Ex-Im Bank Guaranteed
          Loan Note shall be in the stated principal amount of the applicable
          Lender's Pro Rata Share of $1,500,000 (except that such note payable
          to the Bank as a Lender shall be in the stated principal amount of
          $1,500,000 and shall be assignable to the Ex-Im Bank), dated as of the
          Closing Date or the date of any assignment of a portion of any
          Lender's Revolving Loans, and substantially in the form of Exhibit I.
          Each Ex-Im Bank Guaranteed Loan Note represents the obligation of the
          Borrowers to pay the amount of the applicable Lender's Pro Rata Share
          of the unpaid principal balance of the Ex-Im Bank Guaranteed Loans
          together with interest thereon as prescribed in this Agreement. The
          entire unpaid

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          balance of the Ex-Im Bank Guaranteed Loans shall be immediately due
          and payable in full in immediately available funds on the Termination
          Date.

     Section 2.7 Amendment to Section 1.4(b) of the Credit Agreement. Effective
as of the Amendment Date, Section 1.4(b) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

          (b) Amounts; Outside Expiration Date. The Agent shall not have any
     obligation to issue or cause to be issued any Letter of Credit or Credit
     Support at any time if: (i) the maximum face amount of the requested Letter
     of Credit or Credit Support is greater than the Unused Letter of Credit
     Subfacility at such time; (ii) the maximum undrawn amount of the requested
     Letter of Credit or Credit Support and all commissions, fees, and charges
     due from such Borrower in connection with the opening thereof would exceed
     the Domestic Availability at such time; or (iii) such Letter of Credit or
     Credit Support has an expiration date later than thirty (30) days prior to
     the Stated Termination Date or more than twelve (12) calendar months from
     the date of issuance for standby letters of credit and six (6) calendar
     months from the date of issuance for commercial/documentary letters of
     credit.

     Section 2.8 Amendment to Section 1.4(d)(ii) of the Credit Agreement.
Effective as of the Amendment Date, Section 1.4(d)(ii) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

          (ii) Responsibilities of the Agent; Issuance. The Agent shall
     determine, as of the Business Day immediately preceding the requested
     issuance date of the Letter of Credit or Credit Support set forth in the
     notice from a Borrower pursuant to Section 1.4(d)(i), (A) the amount of the
     Unused Letter of Credit Subfacility and (B) the Domestic Availability as of
     such date. If the face amount of the requested Letter of Credit or Credit
     Support is not greater than the Unused Letter of Credit Subfacility and the
     amount of such requested Letter of Credit or Credit Support and all
     commissions, fees, and charges due from the Borrower in connection with the
     opening thereof does not exceed the Domestic Availability, the Agent shall
     cause the Letter of Credit Issuer to issue the requested Letter of Credit
     or Credit Support on the requested issuance date so long as the other
     conditions hereof are met.

     Section 2.9 Amendment to Section 3.1 of the Credit Agreement. Effective as
of the Amendment Date, the third and fourth sentences of Section 3.1 of the
Credit Agreement are hereby amended and restated in their entirety to read as
follows:

     In addition, and without limiting the generality of the foregoing, upon
     demand the Borrowers shall pay to the Agent, for account of the Lenders,
     the aggregate amount by which (a) the Aggregate Revolver Outstandings
     exceeds the lesser of the Borrowing Base or the Maximum Revolver Amount,
     (b) the Aggregate Revolver Outstandings other than the Ex-Im Bank
     Guaranteed Loans exceed the

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     lesser of the Domestic Borrowing Base or the Maximum Revolver Amount, and
     (c) the Ex-Im Bank Guaranteed Loans exceed the lesser of the Export-Related
     Borrowing Base or $1,500,000. Accrued interest on the Revolving Loans shall
     be due and payable in arrears (y) in the case of Base Rate Revolving Loans,
     (i) on the first day of each calendar month and (ii) on the Termination
     Date and (z) in the case of LIBOR Rate Revolving Loans and with respect to
     each such Revolving Loan (i) on the last day of the Interest Period with
     respect thereto and (ii) on the Termination Date.

     Section 2.10 Amendment to Section 3.4(d) of the Credit Agreement. Effective
as of the Amendment Date, Section 3.4(d) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

          (d) Net Proceeds received pursuant to Section 3.4(b) shall be applied
     as follows:

               (i) (A) The actual proceeds of sale of Accounts other than
          Eligible Foreign Accounts and Inventory or collection of Accounts
          other than Eligible Foreign Accounts outside the ordinary course of
          business or (B) in the case of a sale of a division or the sale of
          Capital Stock of a Subsidiary, an amount equal to the lesser of (Y)
          the total proceeds received from such sale or (Z) the book value of
          Accounts other than Eligible Foreign Accounts and Inventory sold as
          part of any such sale of a division or which are owned by any such
          Subsidiary, shall be applied, first, to pay accrued interest with
          respect to the Revolving Loans other than the Ex-Im Bank Guaranteed
          Loans, second, to pay the principal of the Revolving Loans other than
          the Ex-Im Bank Guaranteed Loans, third to cash collateralize
          outstanding Letters of Credit and Credit Support, fourth to pay
          accrued interest with respect to the Term B Loans, fifth, to pay
          accrued interest with respect to the Term A Loans, sixth, to pay
          scheduled installments of the Term B Loans in the inverse order of
          maturity, seventh to pay scheduled installments of the Term A Loans in
          the inverse order of maturity, and eighth to pay any other remaining
          Obligations.

               (ii) Prepayments from proceeds of Fixed Assets shall be applied
          first, to pay accrued interest with respect to the Term B Loans,
          second, to pay accrued interest with respect to the Term A Loans,
          third, to pay scheduled installments of the Term B Loans in the
          inverse order of maturity, fourth, to pay scheduled installments of
          the Term A Loans in the inverse order of maturity, fifth, to pay
          accrued interest with respect to the Revolving Loans other than the
          Ex-Im Bank Guaranteed Loans, sixth, to pay the principal of the
          Revolving Loans other than the Ex-Im Bank Guaranteed Loans, seventh,
          to cash collateralize outstanding Letters of Credit and Credit
          Support, and eighth to pay any other remaining Obligations.

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               (iii) Prepayments from proceeds of all asset dispositions (other
          than sales of Accounts, Inventory, and Fixed Assets), including
          proceeds from the sale of a division or a Subsidiary in excess of the
          book value of Accounts, Inventory, and Fixed Assets sold as part of
          the sale of that division or Subsidiary, shall be applied first, to
          pay accrued interest with respect to the Term B Loans, second, to pay
          the scheduled installments of the Term B Loans in the inverse order of
          maturity, third, to pay accrued interest with respect to the Revolving
          Loans other than the Ex-Im Bank Guaranteed Loans, fourth, to pay the
          principal of the Revolving Loans other than the Ex-Im Bank Guaranteed
          Loans, fifth, to pay accrued interest with respect to the Term A
          Loans, sixth, to pay the scheduled installments of the Term A Loans,
          seventh, to cash collateralize outstanding Letters of Credit and
          Credit Support, and eighth to pay any other remaining Obligations.

               (iv) (A) the actual proceeds of the sale of Eligible Foreign
          Accounts or collection of Eligible Foreign Accounts outside the
          ordinary course of business or (B) in the case of a sale of a division
          or the sale of Capital Stock of a Subsidiary of a Borrower, an amount
          equal to the lesser of (Y) the total proceeds received from such sale
          or (Z) the book value of Eligible Foreign Accounts sold as part of any
          such sale of a division or which are owned by any such Subsidiary
          shall be applied, first, to pay accrued interest with respect to the
          Ex-Im Bank Guaranteed Loans, second, to pay the principal of the Ex-Im
          Bank Guaranteed Loans, and third, to pay any other remaining
          Obligations in the order specified in Section 3.4(d)(i).

     Section 2.11 Amendment to Section 3.7 of the Credit Agreement. Effective as
of the Amendment Date, the last sentence of Section 3.7 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

     The Borrowers hereby irrevocably authorize the Agent to charge the Loan
     Account for the purpose of paying all amounts from time to time due
     hereunder, including, without limitation, reimbursing expenses pursuant to
     Section 13.7, and agree that all such amounts charged shall constitute
     Revolving Loans (including Non-Ratable Loans, Agent Advances, and Ex-Im
     Bank Guaranteed Loans) and that all such Revolving Loans shall be deemed to
     have been requested pursuant to Section 1.2.

     Section 2.12 Amendment to Section 3.8 of the Credit Agreement. Effective as
of the Amendment Date, the second sentence of Section 3.8 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

     All payments shall be remitted to the Agent and all such payments not
     relating to principal or interest of specific Loans (including the Ex-Im
     Bank Guaranteed Loans), or not constituting payment of specific fees, and
     all proceeds of any Borrower's Accounts or any other Collateral received by
     the Agent, shall be

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     applied, ratably, subject to the provisions of this Agreement, first, to
     pay any fees, indemnities, or expense reimbursements, including any amounts
     relating to Bank Products then due to the Agent from the Borrowers, second,
     to pay any fees or expense reimbursements then due to the Lenders from the
     Borrowers, third, to pay interest due in respect of the Revolving Loans,
     including the Non-Ratable Loans, the Agent Advances, and the Ex-Im Bank
     Guaranteed Loans, fourth, to pay interest due in respect of the Term B
     Loans, fifth, to pay interest due in respect to the Term A Loans, sixth, to
     pay or prepay principal of the Non-Ratable Loans, the Agent Advances, and
     the Ex-Im Bank Guaranteed Loans, seventh, to pay or prepay principal of the
     Revolving Loans (other than the Non-Ratable Loans, the Agent Advances, and
     the Ex-Im Bank Guaranteed Loans) and unpaid reimbursement obligations in
     respect of Letters of Credit and Credit Support, eighth, to pay or prepay
     principal of the Term B Loans, ninth, to pay or prepay principal of the
     Term A Loans, tenth, to pay an amount to the Agent equal to one hundred
     percent (100%) of the aggregate undrawn face amount of all outstanding
     Letters of Credit and Credit Support and the aggregate amount of any unpaid
     reimbursement obligations in respect of Letters of Credit and Credit
     Support, and eleventh, to the payment of any other Obligation due to the
     Agent or any Lender by the Borrowers.

     Section 2.13 Amendment to Section 5.2(i) of the Credit Agreement. Effective
as of the Amendment Date, Section 5.2(i) of the Credit Agreement is hereby
amended and restated in its entirety as follows:

          (i) If requested by the Agent and at any time that the amount of the
     Ex-Im Bank Guaranteed Loans is less than or equal to $2,000,000, the
     Borrowers will furnish, or cause to be furnished promptly after filing with
     the IRS, a copy of each federal income tax return filed by any Borrower.

     Section 2.14 Amendment to Section 5.2(j) of the Credit Agreement. Effective
as of the Amendment Date, Section 5.2(j) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

          (j) The Borrowers will furnish, or cause to be furnished, as soon as
     available, but in any event on the second Business Day of each week for the
     last Business Day of the preceding week and at such other times, from time
     to time, as may be requested by the Agent a Borrowing Base Certificate, an
     Ex-Im Bank Borrowing Base Certificate, and supporting information in
     connection therewith.

     Section 2.15 Amendment to Section 5.2(k) of the Credit Agreement. Effective
as of the Amendment Date, clause (i)(A)(2) of Section 5.2(k) of the Credit
Agreement is hereby amended and restated in its entirety to read "(2) shall be
reconciled to the Borrowing Base Certificate, the Ex-Im Bank Borrowing Base
Certificate, and its general ledger as of such last Business Day, and".

     Section 2.16 Amendment to Section 5.3(r) of the Credit Agreement. Effective
as of the Amendment Date, Section 5.3(r) of the Credit Agreement is hereby
amended and restated in its

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entirety to read as follows:

          (r) immediately upon commencement of any proceedings contesting any
     tax, fee, assessment, or other governmental change in excess of $50,000.

     Section 2.17 Amendment to Section 5.3 of the Credit Agreement. Effective as
of the Amendment Date, Section 5.3 of the Credit Agreement is hereby amended by
deleting the word "and" at the end of clause (q), replacing the period at the
end of clause (r) with "; and", and adding a new clause (s) thereto which shall
read in its entirety "(s) immediately upon becoming aware of any of the matters
set forth in Section 2.11 of the Ex-Im Bank Borrower Agreement."

     Section 2.18 Amendment to Section 7.4(b) of the Credit Agreement. Effective
as of the Amendment Date, Section 7.4(b) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

          (b) The Borrowers shall permit representatives and independent
     contractors of the Agent and the Ex-Im Bank to visit and inspect any of its
     properties, to examine its corporate, financial, and operating records, and
     make copies thereof or abstracts therefrom and to discuss its affairs,
     finances, and accounts with its directors, officers, and independent public
     accountants, at such reasonable times during normal business hours and as
     soon as may be reasonably desired, upon reasonable advance notice to such
     Borrower; provided, however, when an Event of Default exists, the Agent,
     the Ex-Im Bank, or any Lender may do any of the foregoing at the expense of
     the Borrowers at any reasonable time and without advance notice. The costs
     of any such visits and inspections shall be paid by the Borrowers as
     provided in Section 13.7.

     Section 2.19 Amendment to Section 7.9 of the Credit Agreement. Effective as
of the Amendment Date, the proviso set forth in Section 7.9 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

          provided that notwithstanding the foregoing or any other provision of
     this Agreement, as long as no Default or Event of Default exists or would
     result therefrom and provided the Parent gives the Agent, the Ex-Im Bank,
     and the Lenders prior written notice:

     Section 2.20 Amendment to Section 7.20 of the Credit Agreement. Effective
as of the Amendment Date, the first sentence of Section 7.20 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

          No Borrower shall, without the written consent of the Agent, the Ex-Im
     Bank, and the Majority Lenders, directly or indirectly, organize, create,
     acquire, or permit to exist any Subsidiary other than those listed in
     Schedule 6.5.

     Section 2.21 Amendment to Section 7.28 of the Credit Agreement. Effective
as of the Amendment Date, Section 7.28 of the Credit Agreement is hereby amended
to (a) add before

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clause (a) of Section 7.28 the parenthetical "(other than Ex-Im Bank Guaranteed
Loans)" and (b) add a new sentence at the end of Section 7.28 which shall read
in its entirety as follows:

     The Borrowers shall use the proceeds of the Ex-Im Bank Guaranteed Loans for
     working capital purposes that do not violate the terms of Section 2.01 of
     the Ex-Im Bank Borrower Agreement.

     Section 2.22 Amendment to Section 7.31(c) of the Credit Agreement.
Effective as of the Amendment Date, Section 7.31(c) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:

          (c) Without limiting the foregoing, the Borrowers shall, and shall
     cause each of the Parent's Subsidiaries to, execute and deliver, or cause
     to be executed and delivered, to the Agent and the Ex-Im Bank such
     documents and agreements, and shall take or cause to be taken such actions
     as the Agent or the Ex-Im Bank may, from time to time, reasonably request
     to carry out the terms and conditions of this Agreement and the other Loan
     Documents.

     Section 2.23 Amendment to Section 8.2 of the Credit Agreement. Effective as
of the Amendment Date, Section 8.2 of the Credit Agreement is hereby amended to
(a) amend and restate the last sentence of Section 8.2 of the Credit Agreement
in its entirety to read as follows and (b) add a new clause (e) which shall read
in its entirety as follows:

     Except as provided by Section 11.1(a), no Borrowing or issuance of any
     Letter of Credit or Credit Support shall exceed the Availability and no
     Borrowing of any Ex-Im Bank Guaranteed Loan shall exceed the Export-Related
     Availability, provided, however, that the foregoing conditions precedent
     are not conditions to the requirement for each Lender participating in or
     reimbursing the Bank or the Agent for such Lenders' Pro Rata Share of any
     Non-Ratable Loan, Agent Advance, or Ex-Im Bank Guaranteed Loan made in
     accordance with the provisions of Section 1.2(i), Section 1.2(j), and
     Section 1.2(k).

          (e) With regard to the Ex-Im Bank Guaranteed Loans, the Agent shall
     have received a summary of the Export Orders being financed with the Ex-Im
     bank Guaranteed Loans and, if requested by the Agent, copies of such Export
     Orders.

     Section 2.24 Amendment to Section 9.1(j) of the Credit Agreement. Effective
as of the Amendment Date, Section 9.1(j) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

          (j) any Loan Document, including any Guaranty of the Obligations,
     shall be terminated, revoked, or declared void or invalid or unenforceable
     or challenged by any Borrower or any other obligor or any material
     provision of any Loan Document for any reason ceases to be valid, binding,
     and enforceable in accordance with its terms;

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     Section 2.25 Amendment to Section 9.1(n) of the Credit Agreement. Effective
as of the Amendment Date, Section 9.1(n) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

          (n) for any reason other than the failure of the Agent to take any
     action available to it to maintain perfection of the Agent's Liens pursuant
     to the Loan Documents, any Loan Document creases to be in full force and
     effect or any Lien with respect to any Export-Related Accounts Receivable
     (as defined in the Ex-Im Bank Borrower Agreement) or any material portion
     of any other Collateral intended to be secured thereby ceases to be, or is
     not, valid, perfected, and prior to all other Liens (other than Permitted
     Liens which are expressly permitted to have priority over the Agent's
     Liens) or is terminated, revoked, or declared void;

     Section 2.26 Amendment to Section 11.1 of the Credit Agreement. Effective
as of the Amendment Date, Section 11.1 of the Credit Agreement is hereby amended
by adding thereto a new clause (d) which shall read in its entirety as follows:

          (d) The Borrowers, the Agent, and the Lenders agree to execute any
     agreements, documents, or instruments the Agent determines are necessary to
     enable the Lenders to make Ex-Im Bank Guaranteed Loans to the Borrowers on
     the terms contained herein and in the Ex-Im Bank Borrower Agreement;
     provided that the provisions of such agreements, documents, and instruments
     shall not amend or eliminate the ten percent (10.0%) reserve requirement
     relating to Ex-Im Bank Guaranteed Loans set forth in clause (i) of the
     definition of Reserves.

     Section 2.27 Amendment to Section 11.2 of the Credit Agreement. Effective
as of the Amendment Date, Section 11.2 of the Credit Agreement is hereby amended
by adding thereto a new clause (g) which shall read in its entirety as follows:

          (g) Notwithstanding any other provision of this Agreement, the Agent
     and the Lenders may, and at the request of Ex-Im Bank shall, assign all or
     a portion of the Ex-Im Bank Guaranteed Loans and their rights under the
     Loan Documents relating thereto to the Ex-Im Bank to satisfy the
     requirements of Section 4.01(c) of the Ex-Im Bank Master Guarantee
     Agreement.

     Section 2.28 Amendment to Section 12.9 of the Credit Agreement. Effective
as of the Amendment Date, the second sentence of Section 12.9 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

     In the event the Bank sells all of its Commitments and Loans as part of a
     sale, transfer, or other disposition by the Bank of substantially all of
     its loan portfolio, the Bank shall resign as the Agent and such purchaser
     or transferee shall become the successor Agent hereunder; provided that the
     Bank shall remain as the Agent with respect to the Ex-Im Bank Guaranteed
     Loans until written approval of the successor Agent has been obtained from
     the Ex-Im Bank.

<PAGE>

     Section 2.29 Amendment to Section 12.15(a) of the Credit Agreement.
Effective as of the Amendment Date, Section 12.15(a) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:

          (a) Each Lender's funded portion of the Revolving Loans is intended by
     the Lenders to be equal at all times to such Lender's Pro Rata Share of the
     outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the
     Bank, and the Lenders agree (which agreement shall not be for the benefit
     of or enforceable by the Borrowers) that in order to facilitate the
     administration of this Agreement and the other Loan Documents, settlement
     among them as to the Revolving Loans, including the Non-Ratable Loans, the
     Agent Advances, and the Ex-Im Bank Guaranteed Loans shall take place on a
     periodic basis in accordance with the following provisions:

               (i) The Agent shall request settlement (a "Settlement") with the
          Lenders on at least a weekly basis, or on a more frequent basis at the
          Agent's election, (A) on behalf of the Bank, with respect to each
          outstanding Non-Ratable Loan, (B) for itself, with respect to each
          Agent Advance, (C) on behalf of the Bank, with respect to each
          outstanding Ex-Im Bank Guaranteed Loan, and (D) with respect to
          collections received, in each case, by notifying the Lenders of such
          requested Settlement by telecopy, telephone, e-mail, or other similar
          form of transmission, of such requested Settlement, no later than
          12:00 noon (Pasadena, California time) on the date of such requested
          Settlement (the "Settlement Date"). Each Lender (other than the Bank,
          in the case of the Non-Ratable Loans and the Ex-Im Bank Guaranteed
          Loans, and the Agent, in the case of the Agent Advances) shall
          transfer the amount of such Lender's Pro Rata Share of the outstanding
          principal amount of the Non-Ratable Loans, the Agent Advances, and the
          Ex-Im Bank Guaranteed Loans with respect to which Settlement is
          requested to the Agent, to such account of the Agent as the Agent may
          designate, not later than 2:00 p.m. (Pasadena, California time), on
          the Settlement Date applicable thereto. Settlements may occur during
          the continuation of a Default or an Event of Default and whether or
          not the applicable conditions precedent set forth in Article 8 have
          then been satisfied. Such amounts transferred to the Agent shall be
          applied against the amounts of the applicable Non-Ratable Loans, Agent
          Advances, or Ex-Im Bank Guaranteed Loans and, together with the
          portion of such the Non-Ratable Loans, Agent Advances, or Ex-Im Bank
          Guaranteed Loans representing the Bank's Pro Rata Share thereof, shall
          constitute Revolving Loans of such Lenders, respectively. If any such
          amount is not transferred to the Agent by any Lender on the Settlement
          Date applicable thereto, the Agent shall be entitled to recover such
          amount on demand from such Lender together with interest thereon at
          the Federal Funds Rate for the first three (3) days from and after the
          Settlement Date and thereafter at the Interest Rate then applicable to
          the Base Rate Revolving Loans (Y) on behalf of the Bank, with respect
          to each outstanding Non-Ratable Loan

<PAGE>

          and Ex-Im Bank Guaranteed Loan, and (Z) for itself, with respect to
          each Agent Advance.

               (ii) Notwithstanding the foregoing, not more than one (1)
          Business Day after demand is made by the Agent (whether before or
          after the occurrence of a Default or an Event of Default and
          regardless of whether the Agent has requested a Settlement with
          respect to a Non-Ratable Loan, Agent Advance, or Ex-Im Bank Guaranteed
          Loan), each other Lender (A) shall irrevocably and unconditionally
          purchase and receive from the Bank or the Agent, as applicable,
          without recourse or warranty, an undivided interest and participation
          in such Non-Ratable Loan, Agent Advance, or Ex-Im Bank Guaranteed Loan
          equal to such Lender's Pro Rata Share of such Non-Ratable Loan, Agent
          Advance, or Ex-Im Bank Guaranteed Loan and (B) if Settlement has not
          previously occurred with respect to such Non-Ratable Loans, Agent
          Advances, or Ex-Im Bank Guaranteed Loans, upon demand by the Bank or
          the Agent, as applicable, shall pay to the Bank or the Agent, as
          applicable, as the purchase price of such participation an amount
          equal to one-hundred percent (100%) of such Lender's Pro Rata Share of
          such Non-Ratable Loans, Agent Advances, or Ex-Im Bank Guaranteed
          Loans. If such amount is not in fact transferred to the Agent by any
          Lender, the Agent shall be entitled to recover such amount on demand
          from such Lender together with interest thereon at the Federal Funds
          Rate for the first three (3) days from and after such demand and
          thereafter at the Interest Rate then applicable to Base Rate Revolving
          Loans.

               (iii) From and after the date, if any, on which any Lender
          purchases an undivided interest and participation in any Non-Ratable
          Loan, Agent Advance, or Ex-Im Bank Guaranteed Loan pursuant to clause
          (ii) preceding, the Agent shall promptly distribute to such Lender,
          such Lender's Pro Rata Share of all payments of principal and interest
          and all proceeds of Collateral received by the Agent in respect of
          such Non-Ratable Loan, Agent Advance, or Ex-Im Bank Guaranteed Loan.

               (iv) Between Settlement Dates, to the extent no Agent Advances
          are outstanding, the Agent may pay over to the Bank any payments
          received by the Agent, which in accordance with the terms of this
          Agreement would be applied to the reduction of the Revolving Loans,
          for application to the Bank's Revolving Loans including Non-Ratable
          Loans and Ex-Im Bank Guaranteed Loans. If, as of any Settlement Date,
          collections received since the then immediately preceding Settlement
          Date have been applied to the Bank's Revolving Loans (other than to
          Non-Ratable Loans, Agent Advances, or Ex-Im Bank Guaranteed Loans in
          which a Lender has not yet funded its purchase of a participation
          pursuant to clause (ii) preceding), as provided for in the previous
          sentence, the Bank shall pay to the Agent for the accounts of the
          Lenders, to be applied

<PAGE>

          to the outstanding Revolving Loans of such Lenders, an amount such
          that each Lender shall, upon receipt of such amount, have, as of such
          Settlement Date, its Pro Rata Share of the Revolving Loans. During the
          period between Settlement Dates, the Bank with respect to Non-Ratable
          Loans and Ex-Im Bank Guaranteed Loans, the Agent with respect to Agent
          Advances, and each Lender with respect to the Revolving Loans other
          than Non-Ratable Loans, Agent Advances, and Ex-Im Bank Guaranteed
          Loans, shall be entitled to interest at the applicable rate or rates
          payable under this Agreement on the actual average daily amount of
          funds employed by the Bank, the Agent, and the other Lenders.

               (v) Unless the Agent has received written notice from a Lender to
          the contrary, the Agent may assume that the applicable conditions
          precedent set forth in Article 8 have been satisfied and the requested
          Borrowing will not exceed the Availability and the Export
          Related-Availability, if applicable on any Funding Date for a
          Revolving Loan.

     Section 2.30 Amendment to Section 12.15(b) of the Credit Agreement.
Effective as of the Amendment Date, the first sentence of Section 12.15(b) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:

     All Revolving Loans (other than Non-Ratable Loans, Agent Advances, and
     Ex-Im Bank Guaranteed Loans) shall be made by the Lenders simultaneously
     and in accordance with their Pro Rata Shares.

     Section 2.31 Amendment to Section 12.17 of the Credit Agreement. Effective
as of the Amendment Date, the last sentence of Section 12.17 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

     The Lenders acknowledge that the Revolving Loans (including the Agent
     Advances, the Non-Ratable Loans, and the Ex-Im Bank Guaranteed Loans), the
     Term Loans, the Bank Products (including the Hedge Agreements), and all
     interest, fees, and expenses hereunder constitute one Debt, secured pari
     passu by all of the Collateral.

     Section 2.32 Amendment to Section 13.7(f) of the Credit Agreement.
Effective as of the Amendment Date, Section 13.7(f) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:

          (f) costs of appraisals, inspections, and verifications of the
     Collateral, including travel, lodging, and meals for field examinations and
     inspections of the Collateral and the Borrowers' operations by the Agent
     and by the Ex-Im Bank, plus the Agent's then customary charge for field
     examinations and audits and the preparation of reports thereof (such charge
     is currently $800 per day (or portion thereof) for each Person retained or
     employed by the Agent with respect to each field examination or audit),
     plus the Ex-Im Bank's then customary charge for field examinations and
     audits and the preparation of reports thereof (such charge

<PAGE>

     is currently $700 per day (or portion thereof) for each Person retained or
     employed by the Ex-Im Bank with respect to each field examination or
     audit); provided that for each of the Agent and the Ex-Im Bank the
     Borrowers shall be required to pay the cost of any such field examinations
     and inspections only one (1) time any Fiscal Quarter and wherever an Event
     of Default exists.

     Section 2.33 Amendment to Section 13.8(c) of the Credit Agreement.
Effective as of the Amendment Date, Section 13.8(c) of the Credit Agreement is
hereby amended to add the following address under the heading "With a copy to:"
under the heading "If to the Agent or to the Bank":

     Bank of America, N.A.
     Export Finance Administration
     100 Southeast 2nd Street, 15th Floor
     Miami, Florida  33131

     Section 2.34 Amendment to Section 13.17 of the Credit Agreement. Effective
as of the Amendment date, clause (b) of Section 13.17 of the Credit Agreement is
hereby amended to (a) replace the "(d)," "(e)," "(f)," "(g)," "(h)," and "(i)"
appearing in such clause (b) with "(D)," "(E)," "(F)," "(G)," "(H)," and "(I),"
respectively, (b) to delete the word "and" following clause (G) of such clause
(b), (c) to replace the period at the end of clause (I) of such clause (b) with
a semi-colon, and (d) to add at the end of clause (I) of such clause (b) a new
clause (J) which shall read in its entirety as follows:

          and (J) to the Ex-Im Bank.

     Section 2.35 Amendment to Definitions in Annex A of the Credit Agreement.
Effective as of the Amendment Date, Annex A of the Credit Agreement is hereby
amended by amending and restating each of the following definitions contained
therein to read in their entirety as follows:

          "Availability" means, at any time, without duplication, the sum of (a)
     the Domestic Availability, plus (b) the Export-Related Availability.

          "Borrowing" means a borrowing hereunder consisting of Revolving Loans
     or Term Loans made on the same day by the Lenders to the Borrowers, or any
     of them, or by the Bank (in the case of a Borrowing funded by Non-Ratable
     Loans or Ex-Im Bank Guaranteed Loans) or by the Agent (in the case of a
     Borrowing consisting of an Agent Advance), or the issuance of a Letter of
     Credit or Credit Support hereunder.

          "Borrowing Base" means, at any time, an amount equal to the lesser of
     (a) the Maximum Revolver Amount or (b) the sum of, without duplication, (i)
     the Domestic Borrowing Base, plus (ii) the Export-Related Borrowing Base,
     minus (iii) Reserves.

<PAGE>

          "Borrowing Base Certificate" means a certificate by a Responsible
     Officer of the Borrowers, or the Parent on behalf of the Borrowers,
     substantially in the form of Exhibit D (or another form acceptable to the
     Agent) setting forth the calculation of the Domestic Borrowing Base,
     including a calculation of each component thereof (including to the extent
     a Borrower has received notice of any Reserve from the Agent, any of the
     Reserves included in such calculation pursuant to clause (b) of the
     definition of Domestic Borrowing Base), all in such detail as shall be
     reasonably satisfactory to the Agent. All calculations of the Domestic
     Borrowing Base in connection with the preparation of any Borrowing Base
     Certificate shall originally be made by the Borrowers, or the Parent on
     behalf of the Borrowers, and certified to the Agent; provided that the
     Agent shall have the right to review and adjust, in the exercise of its
     reasonable credit judgment, any such calculation (a) to reflect its
     reasonable estimate of declines in value of any of the Collateral described
     therein, and (b) to the extent that such calculation is not in accordance
     with this Agreement.

          "Commitment" means, at anytime with respect to a Lender, the principal
     amount set forth beside such Lender's name under the headings "Term A Loan
     Commitment," "Term B Loan Commitment," "Revolving Loan Commitment"
     (including Ex-Im Bank Guaranteed Loan Commitment), and "Ex-Im Bank
     Guaranteed Loan Commitment" on Schedule A-1 or on the signature page of the
     most recent Assignment and Acceptance to which such Lender is a party, as
     such Commitment may be adjusted from time to time in accordance with the
     provisions of Section 11.2, and "Commitments" means, collectively, the
     aggregate amount of the Commitments of all of the Lenders.

          "Intercreditor Agreement" means that certain Amended and Restated
     Subordination and Intercreditor Agreement dated as of May 30, 2002, among
     the Agent, the Borrowers, the Lenders, and Capital Source Finance LLC, as
     such agreement may be amended, restated, or otherwise modified from time to
     time.

          "Lender" and "Lenders" have the meanings specified in the introductory
     paragraph hereof and shall include the Agent to the extent of any Agent
     Advance outstanding and the Bank to the extent of any Non-Ratable Loan or
     Ex-Im Bank Guaranteed Loan outstanding; provided that no such Agent
     Advance, Non-Ratable Loan, or Ex-Im Bank Guaranteed Loan shall be taken
     into account in determining any Lender's Pro Rata Share.

          "Loan Documents" means, collectively, this Agreement, the Revolving
     Loan Notes, the Term Notes, the Ex-Im Bank Guaranteed Loan Notes, the
     Security Agreement, the Mortgages, the Copyright Security Agreement, the
     Patent Security Agreement, the Trademark Security Agreement, the Parent
     Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement, the Ex-Im
     Bank Borrower Agreement, the Ex-Im Bank Application, the Loan Authorization
     notice (or the Loan Authorization Agreement as such Loan Authorization
     Notice is defined in the Ex-Im Bank Borrower Agreement), and any other
     agreements,

<PAGE>

     instruments, and documents heretofore, now or hereafter evidencing,
     securing, guaranteeing, or otherwise relating to the Obligations, the
     Collateral, or any other aspect of the transactions contemplated by this
     Agreement.

          "Notes" means the Revolving Loan Notes, the Ex-Im Bank Guaranteed Loan
     Notes, and the Term Notes.

          "Pro Rata Share" means, with respect to a Lender, a fraction
     (expressed as a percentage), the numerator of which is the amount of such
     Lender's Commitment and the denominator of which is the sum of the amounts
     of all of the Lenders' Commitments, or if no Commitments are outstanding, a
     fraction (expressed as a percentage), the numerator of which is the amount
     of Obligations owed to such Lender and the denominator of which is the
     aggregate amount of the Obligations owed to the Lenders, in each case
     giving effect to a Lender's participation in Non-Ratable Loans, Agent
     Advances, and Ex-Im Bank Guaranteed Loans.

          "Reserves" means reserves that limit the availability of credit
     hereunder, consisting of reserves against Domestic Availability,
     Export-Related Availability, Eligible Accounts, Eligible Foreign Accounts,
     Eligible Finished Goods Inventory, or Eligible Generic Raw Materials
     Inventory, established by the Agent from time to time in the Agent's
     reasonable credit judgment. Without limiting the generality of the
     foregoing, the following reserves shall be deemed to be a reasonable
     exercise of the Agent's credit judgment: (a) Bank Product Reserves; (b) a
     reserve for accrued, unpaid interest on the Obligations; (c) reserves for
     rent at leased locations subject to statutory or contractual landlord
     liens; (d) reserves for Inventory shrinkage; (e) Environmental Compliance
     Reserves; (f) customs charges; (g) dilution; (h) warehousemen's or bailees'
     charges; and (i) reserves of up to ten percent (10.0%) of the amount of the
     Ex-Im Bank Guaranteed Loans outstanding.

          "Revolving Loans" has the meaning specified in Section 1.2 and
     includes each Agent Advance, Non-Ratable Loan, and Ex-Im Bank Guaranteed
     Loan.

          "Stated Termination Date" means with respect to (a) the Ex-Im Bank
     Guaranteed Loans, May 30, 2003 and (b) all Revolving Loans other than the
     Ex-Im Bank Guaranteed Loans, February 8, 2005.

In addition to the foregoing amendments, the definition of "Eligible Accounts"
in Annex A of the Credit Agreement is hereby amended by deleting the word "and"
at the end of clause (u) thereof, inserting a new clause (v) which shall read in
its entirety "(v) which is an Eligible Foreign Account; and" changing the
existing clause (v) to clause (w); and

<PAGE>

     Section 2.36 Addition of Definitions to Annex A of the Credit Agreement.
Effective as of the Amendment Date, Annex A of the Credit Agreement is hereby
amended by adding thereto in alphabetical order each of the following
definitions which shall read in their entirety as follows:

          "Domestic Availability" means, at any time (a) the lesser of (i) the
     Maximum Revolver Amount or (ii) the Domestic Borrowing Base, minus (b)
     Reserves other than Reserves deducted in the calculation of the Borrowing
     Base, minus (c) the Aggregate Revolver Outstandings other than the Ex-Im
     Bank Guaranteed Loans.

          "Domestic Borrowing Base" means, at any time, an amount equal to (a)
     the sum of (i) eighty-five percent (85.0%) of the Net Amount of Eligible
     Accounts; plus (ii) (A) prior to August 7, 2002, sixty percent (60.0%) of
     the lower of cost (on a "first-in, first-out" basis) or market value of
     Eligible Finished Goods Inventory and (B) from August 7, 2002 and
     thereafter the lesser of (1) sixty percent (60.0%) of the lower of cost (on
     a "first-in, first-out" basis) or market value of Eligible Finished Goods
     Inventory or (2) seventy-five percent (75.0%) of the Orderly Liquidation
     Value of Finished Goods Inventory plus (iii) (A) prior to August 7, 2002,
     thirty-five percent (35.0%) of the lower of cost (on a "first-in,
     first-out" basis) or market value of Eligible Generic Raw Materials
     Inventory and (B) from August 7, 2002 and thereafter the lesser of (1)
     thirty-five percent (35.0%) of the lower of cost (on a "first-in,
     first-out" basis) or market value of Eligible Generic Raw Materials or (2)
     seventy-five percent (75.0%) of the Orderly Liquidation Value of Generic
     Raw Materials Inventory, minus (b) from August 7, 2002 and thereafter,
     $500,000, minus (c) Reserves from time to time established by the Agent in
     its reasonable credit judgment.

          "Eligible Foreign Accounts" means Eligible Export-Related Accounts
     Receivable (as defined in the Ex-Im Bank Borrower Agreement), provided,
     that Eligible Foreign Accounts shall not, unless the Agent in its sole
     discretion elects, include any Eligible Export-Related Account Receivable
     (as defined in the Ex-Im Bank Borrower Agreement) which is also an Eligible
     Account.

          "Ex-Im Bank" means the Export-Import Bank of the United States.

          "Ex-Im Bank Borrower Agreement" means that certain Export-Import Bank
     of the United States Working Capital Guarantee Program Borrower Agreement,
     dated as of May 30, 2002, executed by the Borrowers in favor of the Ex-Im
     Bank and the Agent, as modified by any written waiver letter from the Ex-Im
     Bank to the Agent with regard to the Ex-Im Bank Guaranteed Loans.

          "Ex-Im Bank Borrowing Base Certificate" means a certificate by a
     Responsible Officer of the Borrowers, or the Parent on behalf of all of the
     Borrowers, substantially in the form of Exhibit J (or another form
     acceptable to the Agent) setting forth the calculation of the
     Export-Related Borrowing Base,

<PAGE>

     including a calculation of each component thereof (including to the extent
     a Borrower has received notice of any Reserve from the Agent, any of the
     Reserves included in such calculation pursuant to clause (b) of the
     definition of Export-Related Borrowing Base) and setting forth the Eligible
     Foreign Accounts as of the effective date thereof and copies of the Export
     Orders (as defined in the Ex-Im Bank Borrower Agreement) relating to the
     Eligible Foreign Accounts to the extent included in the Export-Related
     Borrowing Base.

          "Ex-Im Bank Guaranteed Loan" and "Ex-Im Bank Guaranteed Loans" have
     the meanings specified in Section 1.2(k)(i).

          "Ex-Im Bank Guaranteed Loan Note" and "Ex-Im Bank Guaranteed Loan
     Notes" have the meanings specified in Section 1.2(k)(iv).

          "Ex-Im Bank Master Guarantee Agreement" means that certain
     Export-Import Bank of the United States Working Capital Guarantee Program
     Master Guarantee Agreement executed by the Ex-Im Bank and the Agent
     pursuant to the Ex-Im Bank Working Capital Guarantee Program, as such
     agreement may be amended, restated, or otherwise modified from time to
     time.

          "Export Orders" has the meaning assigned to that term in the Ex-Im
     Bank Borrower Agreement.

          "Export-Related Availability" means, at any time, (a) the lesser of
     (i) $1,500,000 or (ii) the Export-Related Borrowing Base, minus (b) the
     aggregate amount of outstanding Ex-Im Bank Guaranteed Loans.

          "Export-Related Borrowing Base" means, at any time, (a) ninety percent
     (90.0%) of the Export-Related Accounts Receivable Value (as defined in the
     Ex-Im Bank Borrower Agreement), minus (b) Reserves.

     Section 2.37 Addition of Exhibit I to the Credit Agreement. Effective as of
the Amendment Date, a new Exhibit I is hereby added to the Credit Agreement and
shall read in its entirety as set forth in Exhibit I hereto.

     Section 2.38 Addition of Exhibit J to the Credit Agreement. Effective as of
the Amendment Date, a new Exhibit J is hereby added to the Credit Agreement and
shall read in its entirety as set forth in Exhibit J hereto.

     Section 2.39 Amendment of Schedule A-1 of the Credit Agreement. Effective
as of the Amendment Date, Schedule A-1 of the Credit Agreement is hereby amended
and restated in its entirety to read as set forth in Schedule A-1 hereto.

<PAGE>

                                  ARTICLE III

                                   Conditions

     Section 3.1 Conditions Precedent. The effectiveness of Article 2 of this
Amendment is subject to the satisfaction of the following conditions precedent:

          (a) the representations and warranties contained herein and in all
     other Loan Documents, as amended hereby, shall be true and correct in all
     material respects as of the date hereof as if made on the date hereof,
     except for such representations and warranties limited by their terms to a
     specific date;

          (b) no Default or Event of Default shall be in existence;

          (c) the Borrowers and the Lenders shall have delivered to the Agent an
     executed original copy of this Amendment, the Ex-Im Bank Borrower
     Agreement, each Ex-Im Bank Guaranteed Loan Note, the Export-Import Bank of
     the United States Joint Application for Working Capital Guarantee, and each
     other agreement, document, or instrument reasonably requested by the Agent
     in connection with this Amendment;

          (d) the Borrowers, the Agent, and CapitalSource Finance LLC shall have
     entered into an Amended and Restated Subordination and Intercreditor
     Agreement dated as of the Amendment Date;

          (e) the Borrowers shall have paid to the Agent all fees, costs, and
     expenses owed to Akerman, Senterfitt & Edison, P.A.;

          (f) the Agent shall have received a written waiver letter from the
     Ex-Im Bank pertaining to those items requested by the Agent in its written
     request to the Ex-Im Bank dated May 30, 2002;

          (g) the Borrowers shall have paid the fees set forth in the Amendment
     Letter to the Agent's Letter dated as of May 30, 2002;

          (h) the Borrowers shall have paid to the Agent all fees, costs, and
     expenses owed to and/or incurred by the Agent arising in connection with
     the Credit Agreement or this Amendment, including, without limitation, the
     reasonable fees, costs, and expenses of the Agent's legal counsel, Jenkens
     & Gilchrist, a Professional Corporation; and

          (i) all proceedings taken in connection with the transactions
     contemplated by this Amendment and all documentation and other legal
     matters incident thereto shall be satisfactory to (i) the Agent, (ii) the
     Lenders, and (iii) the Agent's legal counsel, Jenkens & Gilchrist, a
     Professional Corporation.

<PAGE>

                                   ARTICLE IV

                  Ratifications, Representations and Warranties

     Section 4.1 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Credit Agreement and, except as expressly modified and superseded
by this Amendment, the terms and provisions of the Credit Agreement and the
other Loan Documents are ratified and confirmed and shall continue in full force
and effect. The Borrowers, the Agent, and the Lenders agree that the Credit
Agreement as amended hereby and the other Loan Documents shall continue to be
legal, valid, binding, and enforceable in accordance with their respective
terms.

     Section 4.2 Representations and Warranties. Each of the Borrowers hereby
represents and warrants to the Agent and the Lenders that (a) the execution,
delivery, and performance of this Amendment and any and all other Loan Documents
executed and/or delivered in connection herewith have been authorized by all
requisite action on the part of each Borrower and will not violate the articles
of incorporation or bylaws of any Borrower, (b) the representations and
warranties contained in the Credit Agreement, as amended hereby, and any other
Loan Document are true and correct on and as of the date hereof as though made
on and as of the date hereof (except to the extent that such representations and
warranties were expressly, in the Credit Agreement, made only in reference to a
specific date), (c) after giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing, and (d) each Borrower is in full
compliance with all covenants and agreements contained in the Credit Agreement,
as amended hereby, and the other Loan Documents.

                                   ARTICLE V

                                  Miscellaneous

     Section 5.1 Survival of Representations and Warranties. All representations
and warranties made in this Amendment or any other Loan Document including any
Loan Document furnished in connection with this Amendment shall survive the
execution and delivery of this Amendment and the other Loan Documents, and no
investigation by the Agent or any Lender shall affect the representations and
warranties or the right of the Agent or any Lender to rely upon them.

     Section 5.2 Reference to Credit Agreement. Each of the Loan Documents,
including the Credit Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Credit Agreement
shall mean a reference to the Credit Agreement as amended hereby.

     Section 5.3 Severability. Any provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder

<PAGE>

of this Amendment and the effect thereof shall be confined to the provision so
held to be invalid or unenforceable.

     Section 5.4 Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA.

     Section 5.5 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Borrowers, the Agent, and the Lenders and
their respective successors and assigns, except no Borrower may assign or
transfer any of its respective rights or obligations hereunder without the prior
written consent of the Lenders.

     Section 5.6 Counterparts. This Amendment may be executed in one or more
counterparts, and on telecopy counterparts each of which when so executed shall
be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement.

     Section 5.7 Effect of Amendment. No consent or waiver, express or implied,
by the Agent or any Lender to or for any breach of or deviation from any
covenant, condition, or duty by any Borrower shall be deemed a consent or waiver
to or of any other breach of the same or any other covenant, condition, or duty.
Each of the Borrowers (individually, a "subject Borrower") hereby (a) consents
to the execution and delivery of this Amendment by the other Borrowers, (b)
agrees that this Amendment shall not limit or diminish the obligations of the
subject Borrower under its certain Loan Documents delivered in connection with
the Credit Agreement, executed or joined in by the subject Borrower and
delivered to the Agent, (c) reaffirms the subject Borrower's obligations under
each of such Loan Documents, and (d) agrees that each of such Loan Documents
remains in full force and effect and is hereby ratified and confirmed.

     Section 5.8 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

     Section 5.9 Entire Agreement. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES HERETO.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment effective as of the date first written above.

                             BORROWERS:

                             ENCORE MEDICAL CORPORATION

                             By: /s/ Harry L. Zimmerman
                             Name:    Harry L. Zimmerman
                             Title:  Executive Vice President - General Counsel

                             ENCORE MEDICAL GP, INC.

                             By: /s/ Harry L. Zimmerman
                             Name:    Harry L. Zimmerman
                             Title:  Executive Vice President - General Counsel

                             ENCORE MEDICAL ASSET CORPORATION


                             By: /s/ Harry L. Zimmerman
                             Name:    Harry L. Zimmerman
                             Title:  Executive Vice President - General Counsel

                             ENCORE MEDICAL, L.P.

                             By: /s/ Harry L. Zimmerman
                             Name:    Harry L. Zimmerman
                             Title:  Executive Vice President - General Counsel

<PAGE>

                                     AGENT:

                                     BANK OF AMERICA, NATIONAL
                                     ASSOCIATION

                                     By: /s/ John McNamara
                                     Name: John McNamara
                                     Title: Vice President

<PAGE>

                                     LENDERS:

                                     BANK OF AMERICA, NATIONAL
                                     ASSOCIATION

                                     By: /s/ John McNamara
                                     Name: John McNamara
                                     Title: Vice President

<PAGE>

                                    EXHIBIT I

                     FORM OF EX-IM BANK GUARANTEED LOAN NOTE

<PAGE>

                         EX-IM BANK GUARANTEED LOAN NOTE

$____________                                                 ____________, 2002

     EACH OF THE UNDERSIGNED (collectively, the "Borrowers"), for value
received, jointly and severally, hereby promises to pay to the order of
_____________________________, a ______________ with an office located at
__________________________ (the "Payee"), the principal amount of
____________________ DOLLARS ($__________) or such lesser amount as may from
time to time be advanced and remain unpaid and outstanding hereunder, together
with accrued interest thereon as provided hereinbelow.

     This Ex-Im Bank Guaranteed Loan Note ("Note") is executed and delivered by
the Borrowers pursuant to that certain Credit Agreement, dated as of February 8,
2002 (as such agreement has been and may further be amended, restated, or
otherwise modified from time to time, the "Credit Agreement") among the
Borrowers, each of the financial institutions from time to time party thereto
(the "Lenders"), and Bank of America, National Association, in its capacity as
administrative agent for the Lenders (the "Agent"), and is an "Ex-Im Bank
Guaranteed Loan Note" as defined therein. All terms defined in the Credit
Agreement, wherever used herein, unless otherwise defined herein, shall have the
same meanings herein as are prescribed by the Credit Agreement.

     All Ex-Im Bank Guaranteed Loans from time to time requested by any
Borrower, and from time to time made and outstanding hereunder, are subject in
all respects to the terms and provisions of the Credit Agreement. Reference
hereby is made to the Credit Agreement for a statement of the obligations of the
Borrowers and the rights of the Payee in relation thereto, provided that nothing
shall impair the absolute and unconditional, joint and several, obligation of
the Borrowers to pay the outstanding principal and unpaid accrued interest on
this Note when due. The Credit Agreement, among other things, contains
provisions for acceleration of the maturity of this Note upon the happening of
certain stated events and for prepayments of the Ex-Im Bank Guaranteed Loans
prior to the maturity of this Note upon the terms and conditions specified in
the Credit Agreement.

     The unpaid principal from day to day outstanding under this Note shall bear
interest at the applicable rates prescribed for the Ex-Im Bank Guaranteed Loans
as provided by the Credit Agreement. The Agent's and the Payee's books and
records shall be prima facie evidence of Ex-Im Bank Guaranteed Loans, interest
accruals, and payments hereunder, absent manifest error.

     The Borrowers unconditionally, jointly and severally, promise to pay all
principal of and accrued interest on the Ex-Im Bank Guaranteed Loans from time
to time outstanding under this Note as prescribed by the Credit Agreement and in
any event on the earlier of (a) one hundred eighty days after each advance was
made or (b) the date that any of the Borrowers payment from the account debtor
against the corresponding Eligible Foreign Account. This Note shall
automatically mature and become due and payable in full on the Termination Date.

<PAGE>

     All rights and remedies of the Payee, and of the Agent for the benefit of
the Payee, with respect to the Ex-Im Bank Guaranteed Loans evidenced by this
Note (including, without limitation, the right upon the occurrence of an Event
of Default to accelerate the entire unpaid principal balance and unpaid accrued
interest hereunder to be immediately due and payable) as provided by the Credit
Agreement are incorporated herein by reference. All obligations and indebtedness
from time to time evidenced by this Note are secured by the Agent's Lien as
provided by the Credit Agreement and the other Loan Documents.

     No delay or omission by the Agent or the Payee in exercising any power,
right, or remedy hereunder or under any of the other Loan Documents shall
operate as a waiver or impair any such powers, rights, or remedies. Except as
specifically provided in the Credit Agreement, each of the Borrowers and each
other party ever liable hereunder severally hereby expressly waives presentment,
demand, notice of intention to accelerate, notice of acceleration, protest,
notice of protest, and any other notice of any kind, and agrees that its joint
and several liability hereunder shall not be affected by any renewals,
extensions, or modifications, from time to time, of the time or manner of
payment hereof, or by any release or modification of any Collateral or other
Person liable for the Obligations.

     The Borrowers hereby, jointly and severally, promise to pay to the Agent,
for the benefit of the Agent and the Payee, all reasonable fees, costs, and
expenses incurred by the Agent or the Payee in enforcement and collection of any
amounts under this Note, including, without limitation, Attorney Costs.

     Each of the Agent, the Payee, and the Borrowers acknowledge, agree, and
declare that it is its intention to expressly comply with all Requirements of
Law in respect of limitations on the amount or rate of interest that can legally
be contracted for, charged, or received under or in connection with this Note.
Notwithstanding anything to the contrary contained herein, in no contingency or
event whatsoever shall the amount of interest (including the aggregate of all
charges, fees, benefits, or other compensation which constitutes interest under
any Requirement of Law) provided for hereunder, paid by any Borrower, received
by the Agent or the Payee, agreed to be paid by any Borrower, or requested or
demanded to be paid by the Agent or the Payee, exceed the Maximum Rate, and all
provisions herein in respect of the contracting for, charging, or receiving
compensation for the use, forbearance, or detention of money shall be limited as
provided in the Credit Agreement and herein. In the event any such interest is
paid to the Agent or the Payee by the Borrowers, or any Borrower, in an amount
or at a rate which would exceed the Maximum Rate, the Agent or the Payee, as the
case may be, shall automatically apply such excess to any unpaid amount of the
Obligations other than interest, in the inverse order of maturity, or if the
amount of such excess exceeds said unpaid amount, such excess shall be paid to
the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to
be paid, by any Borrower, or taken, reserved, or received by the Agent or the
Payee, shall be amortized, prorated, spread, and allocated in respect of the
Obligations throughout the full term of this Note. Notwithstanding any provision
contained in this Note, neither the Agent nor the Payee shall ever be entitled
to charge, receive, take, reserve, collect, or apply as interest any amount
which, together with all other interest under this Note would result in a rate
of interest under this Note in excess of the Maximum Rate and, in the event the
Agent or the Payee ever charges, receives, takes, reserves, collects, or applies
any amount in respect of the Borrowers, or any of them, that otherwise would,
together with all other interest under this Note,

<PAGE>

be in excess of the Maximum Rate, such amount shall automatically be deemed to
be applied in reduction of the unpaid principal balance of the Obligations and,
if such principal balance is paid in full, any remaining excess shall forthwith
be paid to the applicable Borrower or Borrowers. The Borrowers, the Agent and
the Payee shall, to the maximum extent permitted under any Requirement of Law,
(a) characterize any non-principal payment as a standby fee, commitment fee,
prepayment charge, delinquency charge, expense, or reimbursement for a
third-party expense rather than as interest and (b) exclude prepayments,
acceleration, and the effects thereof. Nothing in this Note shall be construed
or so operate as to require or obligate the Borrowers, or any of them, to pay
any interest, fees, costs, or charges greater than is permitted by any
Requirement of Law. Subject to the foregoing, the Borrowers hereby agree that
the actual effective rate of interest from time to time existing with respect to
the Ex-Im Bank Guaranteed Loans made by the Payee to the Borrowers, including
all amounts agreed to by the Borrowers or charged or received by the Agent or
the Payee hereunder, which may be deemed to be interest under any Requirement of
Law, shall be deemed to be a rate which is agreed to and stipulated by the
Borrowers and the Payee in accordance with Requirements of Law.

     This Note may not be amended, restated, or otherwise modified except in
writing executed by the Payee and the Borrowers in the manner prescribed by the
Credit Agreement.

     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF TEXAS, PROVIDED THAT TO THE EXTENT FEDERAL LAW WOULD ALLOW A HIGHER
RATE OF INTEREST THAN WOULD BE ALLOWED BY THE LAWS OF THE STATE OF TEXAS, THEN
WITH RESPECT TO THE PROVISIONS OF ANY LAW WHICH PURPORTS TO LIMIT THE AMOUNT OF
INTEREST THAT MAY BE CONTRACTED FOR, CHARGED, OR RECEIVED IN CONNECTION WITH
THIS NOTE, SUCH FEDERAL LAW SHALL APPLY.

     This Note shall be binding upon the Borrowers and the Borrowers' successors
and assigns.

     This Note may be assigned to the Export-Import Bank of the United States
pursuant to clause (g) of Section 11.2 of the Credit Agreement.

          THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
     PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
     OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
     AGREEMENTS BETWEEN THE PARTIES.

{INSERT, MODIFIED AS APPROPRIATE, INTO NOTES ISSUED AFTER THE CLOSING DATE IN
CONNECTION WITH AN ASSIGNMENT AND ACCEPTANCE:} This Note is in replacement of
(but not extinguishment of) [part of] the indebtedness evidenced by the certain
Ex-Im Bank Guaranteed Loan Note dated [______________], previously executed and
delivered by the Borrowers payable to the order of [_________________], in the
face amount of $[______], and the portion of such indebtedness evidenced by this
Note shall hereafter be governed by and payable in accordance with the terms
hereof.]

<PAGE>

     Executed as of the date set forth above.

                                   BORROWERS:

                                   ENCORE MEDICAL CORPORATION
                                   ENCORE MEDICAL GP, INC.
                                   ENCORE MEDICAL ASSET
                                   CORPORATION
                                   ENCORE MEDICAL, L.P.
                                   By:      Encore Medical GP, Inc.,
                                            its sole general partner


                                   By:
                                      ------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------

<PAGE>

                                    EXHIBIT J

                  FORM OF EX-IM BANK BORROWING BASE CERTIFICATE

<PAGE>

                        WORKING CAPITAL GUARANTEE PROGRAM
                           BORROWING BASE CERTIFICATE
<TABLE>
<S>                                     <C>             <C>                                             <C>
Borrower:     Encore Medical Corporation
              -------------------------------------
Covers Period From:                         To:
                          ------------------------------------------------------
Date:                               BBC #
              ----------------------       -------------

Foreign Accounts Receivable
---------------------------------------

                                                                                                        --------------
1. Beginning Gross A/R (line 5 previous BBC)                                                                        -
                                                                                                        --------------
2. Add: Export Sales since last certificate (P.O. or Summary Report attached)
                                                                                                        --------------
3. Less: Payments Received
                                                                                                        --------------
4. Credit Memos/other Adjustments
                                                                                                        --------------
5. Ending Gross A/R (carry to line 1, next BBC)                                                                     -
                                                                                                        --------------
     Less A/R Exclusions from Borrowing Base, as per most recent month end aging:

6.  Retentions
                                                                ------------
7. Past Due per WCGP instructions
     (over 60 days p/d or 90 days if insured)                             -
                                                                ------------
8. Other (Country out of cover etc)
                                                                ------------
                                                                                                                    -
                                                                                                        --------------
9. Total eligible A/R                                                                                               -
                                                                                                        --------------
10. @ Disbursement Rate:                                    90% A/R Borrowing Base                                  -
                                                   -------------                                        --------------

Exportable Inventory
--------------------------

11. Beginning Inventory (line 14, previous BBC)                                                                     -
                                                                                                        --------------
12. Add: "Ins" since last certificate (P.O. or Summary Report attached)
                                                                                                        --------------
13. Less: "Outs" since last certificate
                                                                                                        --------------
14. Ending Inventory (carry to line 11, next BBC)                                                                   -
                                                                                                        --------------
15. Less Inventory Exclusions from Borrowing Base (if any)                                                          -
                                                                                                        --------------
16. Eligible Inventory                                                                                              -
                                                   -------------                                        --------------
17. @ Disbursement Rate:                                    75% Inventory Borrowing Base                            -
                                                   -------------                                        --------------
18. Other collateral (if any) Describe:
                                                   -------------------------------------                --------------
19. @ Disbursement Rate:                                        Other Collateral                                    -
                                                                                                        --------------
20. Total Borrowing Base (line 10 + line 17 + line 19)                                                              -
                                                                                                        --------------
21. Less: Reserves for Letter of Credit
                                       -------------------------                                        --------------
       a. Previously issued L/C                  -                                    @ 25%
                                                 -                                                                  -
                                       -------------------------------------------------                --------------
22. L/C's to be issued with this request (application attached)                       @ 25%                         -
                                                                ------------                            --------------
</TABLE>

<PAGE>

<TABLE>
<S>                                     <C>             <C>                                             <C>
       a. Total L/C's outstanding                 -    (line 21a +22)
                                       ------------                                     ----------------
       b. Remaining availability to issue L/C's (sublimit less line 22a)
                                                                                        ----------------
       c.  Total Commercial Letters of Credits

                                                                                                      -
                                                                                        ----------------
                                                                                                        --------------
23. Available Borrowing Base to Support Disbursements                                                               -
                                                                                                        --------------
24. Beginning Loan Balance (line 27 previous BBC)                                                                   -
                                                                                                        --------------
25. Less: Payments Received
                                                                                                        --------------
26. Add: Disbursement requested with this BBC                                                                       -
                                                                                                        --------------
27. Ending Loan Balance (carry to line 24 next       Cannot exceed line 23
BBC)   Cannot exceed line 22                                                                                        -
                                                                                                        --------------
                  *PER EXIMBANK BORROWER AGREEMENT THE PORTION OF THE
                  PRINCIPAL BALANCE SUPPORTED BY INVENTORY CAN NOT EXCEED
                  60% OF THE LOAN PRINCIPAL BALANCE PLUS THE FACE VALUE OF
                   COMMERCIAL LETTERS OF CREDIT.

                                                                                                        --------------
27a. Line 27 less line 10                                                                               -
                                                                                                        --------------
28. Loan Balance plus Face Value of Commercial Letter of Credit - Includes new
Commercial L/C                                                                                                      -
                                                                                                        --------------
29. Line 27a divided by line 28                                                                            #DIV/0!
                                                                                                        --------------
30. Remaining Loan Availability ($1,500,000.00 less line 27)                                             1,500,000.00
                                                                                                        --------------
31. Remaining Collateral Availability (line 23 less line 27)                                                        -
                                                                                                        --------------
The Undersigned hereby represents and warrants that the information contained in the

Borrower Base Certificate dated:                   is true, complete and correct
and that the collateral values reflected herein comply with the conditions,
terms, warranties, representations and covenants set forth in the Borrower
Agreement under the Working Capital Guarantee Program o f the Export Import Bank
of the United States (Eximbank) between (Encore Medical Corp.) and Bank of
America, N.A.

Borrower:     Encore Medical Corporation                          Accepted and Agreed to:
              --------------------------------------------------
Ex-Im Bank Working Capital Guarantee Loan #                       By:
                                           ------------               ------------------------------
Authorized Signature:                                                 Bank of America, N.A.
                          --------------------------------------
Title:
              -------------------------------------
</TABLE>

<PAGE>

                                  SCHEDULE A-1

                                   COMMITMENTS
<TABLE>
<CAPTION>
====================================================================================================================
            Lender                 Term A Loan          Term B Loan         Revolving Loan          Ex-Im Bank
                                    Commitment          Commitment       Commitment (including    Guaranteed Loan
                                                                         Ex-Im Bank Guaranteed      Commitment
                                                                           Loan Commitment)
====================================================================================================================
<S>                                 <C>                 <C>                   <C>                   <C>
Bank of America, National           $4,000,000          $1,000,000            $25,000,000           $1,500,000
Association
--------------------------------------------------------------------------------------------------------------------

====================================================================================================================
</TABLE>

SCHEDULE A-1 - Page Solo