<PAGE>
                                                                    EXHIBIT 10.1

*** CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.



                  AMENDED AND RESTATED REVOLVING LOAN AGREEMENT



                          Dated as of December 31, 2002



                                      among



                                  VIASAT, INC.



                            THE LENDERS HEREIN NAMED



                         UNION BANK OF CALIFORNIA, N.A.,
                             as Administrative Agent

                                       and

                           COMERICA BANK - CALIFORNIA,
                               as Collateral Agent



<PAGE>



                  AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

                          Dated as of December 31, 2002

                  THIS AMENDED AND RESTATED REVOLVING LOAN AGREEMENT (this
"Agreement") is entered into by and among ViaSat, Inc., a Delaware corporation
("Borrower"), each lender whose name is set forth on the signature pages of this
Agreement and each lender which may hereafter become a party to this Agreement
pursuant to Section 11.8 (collectively, the "Lenders" and individually, a
"Lender"), Union Bank of California, N.A., as Administrative Agent, and Comerica
Bank-California, as Collateral Agent, with reference to the following facts:

                                    RECITALS

                  A. Borrower, the Lenders and the Administrative Agent are
parties to the Revolving/Term Loan Agreement dated as of June 21, 2001, as
amended (collectively, the "Existing Loan Agreement"), pursuant to which the
Lenders provided Borrower with various credit facilities.

                  B. Borrower, the Lenders, the Administrative Agent and the
Collateral Agent wish to enter into this Agreement, which shall amend, restate,
replace and supercede (but shall not constitute a novation of) the Existing Loan
Agreement and which hereinafter shall govern the credit facilities provided by
the Lenders to Borrower.

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

                                   Article 1.
                        DEFINITIONS AND ACCOUNTING TERMS

                  1.1 Defined Terms. As used in this Agreement, the following
terms shall have the respective meanings set forth below:

                  "Account Debtor" means any Person who is or may become
         obligated on, under or on account of any Account.

                  "Accounts" means all "accounts," as such term is defined in
         the UCC, now owned or hereafter acquired by any Person, including (a)
         all accounts receivable, other receivables, book debts and other forms
         of obligations (other than forms of obligations evidenced by "chattel
         paper," "documents" or "instruments" (as such terms are defined in the
         UCC)), whether arising out of goods sold or services rendered by it or
         from any other transaction (including any such obligations that may be
         characterized as an account or contract right under the UCC), (b) all
         purchase orders or receipts for goods or services, (c) all rights to
         any goods represented by any of the foregoing (including unpaid
         sellers' rights of rescission, replevin, reclamation and stoppage in
         transit and rights to returned, reclaimed or repossessed goods), (d)
         all monies due or to become due to such Person under all purchase
         orders and contracts for the sale of goods or the performance of
         services or both by such Person or in connection with any other



                                      -1-

<PAGE>

         transaction (whether or not yet earned by performance on the part of
         such Person) now or hereafter in existence, including the right to
         receive the proceeds of said purchase orders and contracts, and (e) all
         collateral security and guaranties of any kind, now or hereafter in
         existence, given by any Person with respect to any of the foregoing.

                  "Accounts Receivable Aging Report" has the meaning specified
         in Section 7.1(e).

                  "Accounts Receivable Reconciliation Report" has the meaning
         specified in Section 7.1(e).

                  "Acquisition" means any transaction, or any series of related
         transactions, consummated after the Closing Date, by which Borrower
         and/or any of its Subsidiaries directly or indirectly (a) acquires any
         ongoing business or all or substantially all of the assets of any
         Person engaged in any ongoing business, whether through a purchase of
         assets, a merger or otherwise, (b) acquires control of securities of a
         Person engaged in an ongoing business representing more than 50% of the
         ordinary voting power for the election of directors or other governing
         position if the business affairs of such Person are managed by a board
         of directors or other governing body or (c) acquires control of more
         than 50% of the ownership interest in any partnership, joint venture,
         limited liability company, business trust or other Person engaged in an
         ongoing business that is not managed by a board of directors or other
         governing body.

                  "Administrative Agent" means Union Bank of California, N.A.
         when acting in its capacity as the Administrative Agent under any of
         the Loan Documents, or any successor Administrative Agent.

                  "Administrative Agent's Office" means the Administrative
         Agent's address as set forth on the signature pages of this Agreement,
         or such other address as the Administrative Agent hereafter may
         designate by written notice to Borrower and the Lenders.

                  "Advance" means any advance made or to be made by any Lender
         to Borrower as provided in Article 2, and includes each Alternate Base
         Rate Advance and Eurodollar Rate Advance.

                  "Affiliate" means, as to any Person, any other Person which
         directly or indirectly controls, or is under common control with, or is
         controlled by, such Person. As used in this definition, "control" (and
         the correlative terms, "controlled by" and "under common control with")
         shall mean possession, directly or indirectly, of power to direct or
         cause the direction of management or policies (whether through
         ownership of securities or partnership or other ownership interests, by
         contract or otherwise); provided that, in any event, any Person that
         owns, directly or indirectly, 10% or more of the securities having
         ordinary voting power for the election of directors or other governing
         body of a corporation that has more than 100 record holders of such
         securities, or 10% or more of the partnership or other ownership
         interests of any other



                                      -2-

<PAGE>

         Person that has more than 100 record holders of such interests, will be
         deemed to be an Affiliate of such corporation, partnership or other
         Person.

                  "Agreement" means this Amended and Restated Revolving Loan
         Agreement, either as originally executed or as it may from time to time
         be supplemented, modified, amended, restated or extended.

                  "Aggregate Effective Amount" means, as of any date of
         determination and with respect to all Letters of Credit then
         outstanding, the sum of (a) the aggregate effective face amounts of all
         such Letters of Credit not then paid by the Issuing Lender plus (b) the
         aggregate amounts paid by the Issuing Lender under such Letters of
         Credit not then reimbursed to the Issuing Lender by Borrower pursuant
         to Section 2.4(d) and not the subject of Advances made pursuant to
         Section 2.4(e).

                  "Arranger" means UBOC.

                  "Bank Products" means any one or more of the following types
         of services or facilities extended to Borrower by any Lender or any
         Affiliate of a Lender in reliance on such Lender's agreement to
         indemnify such Affiliate: (i) credit cards; (ii) automated clearing
         house transfer or funds; (iii) overdrafts; (iv) interest rate swap
         transactions; and (v) foreign exchange contracts.

                  "Banking Day" means any Monday, Tuesday, Wednesday, Thursday
         or Friday, other than a day on which banks are authorized or required
         to be closed in California or New York.

                  "Base Rate" means, as of any date of determination, the rate
         per annum (rounded upwards, if necessary, to the next 1/100 of 1%)
         equal to the Prime Rate in effect on such date.

                  "Base Rate Advance" means an Advance under the Revolving
         Commitment made hereunder and specified to be a Base Rate Advance in
         accordance with Article 2.

                  "Base Rate Loan" means a Revolving Loan made hereunder and
         specified to be a Base Rate Loan in accordance with Article 2.

                  "Borrowing Base" means, as of any date of determination, an
         amount determined by the Administrative Agent, in its reasonable
         discretion, based on the most recent Borrowing Base Certificate
         delivered by Borrower to the Administrative Agent pursuant to Section
         7.3, to be equal to the sum of (a) 80% of the balance due on Eligible
         Accounts and (b) the lesser of (i) 20% of the book value of the
         Eligible Inventory, determined on a first-in, first-out basis, or (ii)
         $5,000,000.

                  "Borrowing Base Certificate" means a certificate in the form
         of Exhibit A, properly completed and signed by a Senior Officer of
         Borrower.

                  "Capital Expenditure" means any expenditure by Borrower or any
         of its Subsidiaries for or related to fixed assets or purchased
         intangibles that is treated as a



                                      -3-
<PAGE>

         capital expenditure under GAAP, including any amount which is required
         to be treated as an asset subject to a Capital Lease Obligation. The
         amount of Capital Expenditures in respect of fixed assets purchased or
         constructed by Borrower or any of its Subsidiaries in any fiscal period
         shall be net of (a) any net sales proceeds received during such fiscal
         period by Borrower or such Subsidiary for fixed assets sold by Borrower
         or such Subsidiary and (b) any casualty insurance proceeds received
         during such fiscal period by Borrower or such Subsidiary for casualties
         to fixed assets and applied to the repair or replacement thereof.

                  "Capital Lease Obligations" means all monetary obligations of
         a Person under any leasing or similar arrangement which, in accordance
         with GAAP, is classified as a capital lease.

                  "Cash" means, when used in connection with any Person, all
         monetary and non-monetary items owned by that Person that are treated
         as cash in accordance with GAAP, consistently applied.

                  "Cash Equivalents" means money-market instruments of the type
         described in Borrower's Investment Policy, a copy of which is attached
         hereto as Exhibit J.

                  "Cash Income Taxes" means, with respect to any fiscal period,
         taxes on or measured by the income of Borrower that are paid or
         currently payable in Cash by Borrower during that fiscal period.

                  "Cash Interest Expense" means Interest Expense that is paid or
         currently payable in Cash.

                  "Certificate" means a certificate signed by a Senior Officer
         or Responsible Official (as applicable) of the Person providing the
         certificate.

                  "Change in Control" means (a) any transaction or series of
         related transactions in which any Unrelated Person or two or more
         Unrelated Persons acting in concert acquire beneficial ownership
         (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange
         Act of 1934, as amended), directly or indirectly, of 30% or more of the
         outstanding Common Stock, (b) Borrower consolidates with or merges into
         another Person or conveys, transfers or leases its properties and
         assets substantially as an entirety to any Person or any Person
         consolidates with or merges into Borrower, in either event pursuant to
         a transaction in which the outstanding Common Stock is changed into or
         exchanged for cash, securities or other property, with the effect that
         any Unrelated Person becomes the beneficial owner, directly or
         indirectly, of 30% or more of Common Stock or that the Persons who were
         the holders of Common Stock immediately prior to the transaction hold
         less than 70% of the common stock of the surviving corporation after
         the transaction, or (c) during any period of 24 consecutive months,
         individuals who at the beginning of such period constituted the board
         of directors of Borrower (together with any new or replacement
         directors whose election by the board of directors, or whose nomination
         for election, was approved by a vote of at least a majority of the
         directors then still in office who were either directors at the



                                      -4-
<PAGE>

         beginning of such period or whose election or nomination for reelection
         was previously so approved) cease for any reason to constitute a
         majority of the directors then in office. For purposes of the
         foregoing, the term "Unrelated Person" means any Person other than (i)
         a Subsidiary of Borrower or (ii) an employee stock ownership plan or
         other employee benefit plan covering the employees of Borrower and its
         Subsidiaries.

                  "Closing Date" means the time and Banking Day on which the
         conditions set forth in Section 8.1 are satisfied or waived. The
         Administrative Agent shall notify Borrower, the Lenders and the
         Collateral Agent of the date that is the Closing Date.

                  "Code" means the Internal Revenue Code of 1986, as amended or
         replaced and as in effect from time to time.

                  "Collateral" means all of the collateral covered by the
         Security Agreement.

                  "Collateral Agent" means Comerica when acting in its capacity
         as the Collateral Agent under any of the Loan Documents, or any
         successor Collateral Agent.

                  "Comerica" means Comerica Bank - California, a California
         banking corporation.

                  "Commercial Letter of Credit" means each Letter of Credit
         issued to support the purchase of goods by Borrower which is determined
         to be a commercial letter of credit by the Issuing Lender.

                  "Commitment" means, subject to Section 2.5, $20,000,000. The
         respective Pro Rata Shares of the Lenders with respect to the
         Commitment are set forth in Schedule 1.1.

                  "Commitment Assignment and Acceptance" means a commitment
         assignment and acceptance substantially in the form of Exhibit B.

                  "Common Stock" means the common stock of Borrower or its
         successor.

                  "Compliance Certificate" means a certificate in the form of
         Exhibit C, properly completed and signed by a Senior Officer of
         Borrower.

                  "Contractual Obligation" means, as to any Person, any
         provision of any outstanding security issued by that Person or of any
         material agreement, instrument or undertaking to which that Person is a
         party or by which it or any of its Property is bound.

                  "Credit Issuance" means the making of an Advance or the
         issuance of a Letter of Credit.

                  "Debtor Relief Laws" means the Bankruptcy Code of the United
         States of America, as amended from time to time, and all other
         applicable liquidation,



                                      -5-
<PAGE>

         conservatorship, bankruptcy, moratorium, rearrangement, receivership,
         insolvency, reorganization, or similar debtor relief Laws from time to
         time in effect affecting the rights of creditors generally.

                  "Default" means any event that, with the giving of any
         applicable notice or passage of time specified in Section 9.1, or both,
         would be an Event of Default.

                  "Default Rate" means the sum of (a) any incremental interest
         rate then in effect pursuant to Section 3.1(d) plus (b) the interest
         rate prescribed in Section 3.7.

                  "Designated Deposit Account" means a deposit account to be
         maintained by Borrower with UBOC or one of its Affiliates, as from time
         to time designated by Borrower by written notification to the
         Administrative Agent.

                  "Designated Eurodollar Market" means, with respect to any
         Eurodollar Rate Loan, the London Eurodollar Market.

                  "Disqualified Stock" means any capital stock, warrants,
         options or other rights to acquire capital stock (but excluding any
         debt security which is convertible, or exchangeable, for capital
         stock), which, by its terms (or by the terms of any security into which
         it is convertible or for which it is exchangeable), or upon the
         happening of any event, matures or is mandatorily redeemable, pursuant
         to a sinking fund obligation or otherwise, or is redeemable at the
         option of the holder thereof, in whole or in part, on or prior to the
         Revolving Loan Maturity Date.

                  "Disposition" means the sale, transfer or other disposition in
         any single transaction or series of related transactions of any asset,
         or group of related assets, of Borrower or any of its Subsidiaries (a)
         which asset or assets constitute a line of business or substantially
         all the assets of Borrower or the Subsidiary or (b) the aggregate
         amount of the Net Cash Sales Proceeds of such assets is more than
         $500,000, other than (i) inventory or other assets sold or otherwise
         disposed of in the ordinary course of business of Borrower or its
         Subsidiary or normal in the industry, (ii) equipment sold or otherwise
         disposed of where substantially similar equipment in replacement
         thereof has theretofore been acquired, or thereafter within 90 days is
         acquired, by Borrower or its Subsidiary and (iii) assets no longer
         useful in the business of Borrower and its Subsidiaries.

                  "Distribution" means, with respect to any shares of capital
         stock or any warrant or option to purchase an equity security or other
         equity security issued by a Person, (a) the retirement, redemption,
         purchase or other acquisition for Cash or for Property by such Person
         of any such security, (b) the declaration or (without duplication)
         payment by such Person of any dividend in Cash or in Property on or
         with respect to any such security, (c) any Investment by such Person in
         the holder of 5% or more of any such security if a purpose of such
         Investment is to avoid characterization of the transaction as a
         Distribution and (d) any other payment in Cash or Property by such
         Person constituting a distribution under applicable Laws with respect
         to such security.

                  "Dollars" or "$" means United States of America dollars.



                                      -6-
<PAGE>

                  "EBITDA" means, with respect to any fiscal period and with
         respect to Borrower and its Subsidiaries on a consolidated basis, the
         sum of (a) net profit after tax, minus (b) interest income, plus (c)
         income taxes accrued, whether or not paid for such fiscal period, plus
         (d) Interest Expense for such fiscal period, plus (e) depreciation,
         plus (f) amortization, plus (g) to the extent included in such fiscal
         period, non-recurring acquisition costs associated with Permitted
         Acquisitions, all as determined on a trailing twelve-month basis in
         accordance with GAAP; provided, however, during the term of this
         Agreement, on a cumulative basis, write-offs, in an aggregate amount
         not exceeding $4,800,000, of accounts receivable or other amounts due
         to Borrower or its Affiliates from Orbcomm or its Affiliates shall not
         be deducted from EBITDA; and provided further that during the term of
         this Agreement, on a cumulative basis, up to $5,000,000 of
         non-recurring, non-cash charges for the impairment of goodwill in
         accordance with Financial Accounting Standards Board Statement No. 142
         and up to $*** of non-recurring, non-cash write downs of Borrower's
         assets related to Astrolink shall be added to Borrower's net profit
         after taxes in determining EBITDA.

                  "Eligible Account" means, as of any date of determination, an
         Account of Borrower:

                  (a) that has been the subject of an invoice, payable within
         thirty (30) days of the date of determination or containing such longer
         payment terms as are typical for Borrower's business and as may be
         approved by the Collateral Agent in its reasonable credit judgment
         ("permitted extended terms"), and otherwise in form and substance
         reasonably acceptable to the Collateral Agent;

                  (b) that conforms to all of the representations and warranties
         pertaining to Accounts set forth in this Agreement or any other Loan
         Document;

                  (c) (i) that arises from the sale and final delivery and/or
         completion of goods of, or the final performance of services by,
         Borrower in the ordinary course of its business (or in each case, the
         achievement of contractual milestones, but excluding, any obligation
         for warranty repair) and (ii) that is subject to a valid, perfected and
         continuing first priority Lien in favor of the Collateral Agent for the
         benefit of itself and the Lenders and is owned by Borrower free and
         clear of any rights, claims, Liens or other interests of any Person
         other than Liens in favor of the Collateral Agent for the benefit of
         the Lenders;

                  (d) that (i) is a bona fide, valid and enforceable obligation
         of the applicable Account Debtor upon which Borrower's right to receive
         payment is absolute and not contingent upon the fulfillment of any
         condition whatsoever, and (ii) does not arise with respect to (A) goods
         that are placed on consignment, guaranteed sale, sale or return or sale
         on approval or delivered on a bill-and-hold or cash-on-delivery basis,
         (B) goods that have been returned, rejected or repossessed, or (C)
         goods sold upon other terms by reason of which payment by the
         applicable Account Debtor is or may be conditional;



                                      -7-
<PAGE>

                  (e) with respect to which the applicable Account Debtor has
         not asserted any defense, counterclaim, set-off or dispute, and such
         Account is not a "contra" Account;

                  (f) with respect to which the applicable Account Debtor is not
         (i) a Federal, state or local governmental entity or agency, unless
         Borrower has complied with the Federal Assignment of Claims Act of 1940
         or any applicable state statute or municipal ordinance of similar
         purpose and effect with respect to such Account, (ii) an Affiliate, a
         Subsidiary, or an employee of Borrower, or (iii) located outside the
         United States of America, unless such Account (or a portion thereof)
         either (A) is supported by a letter of credit or foreign account credit
         insurance satisfactory to the Collateral Agent in its reasonable
         discretion (provided that, if only a portion of such Account is
         supported by a satisfactory letter of credit or credit insurance, only
         such portion shall be deemed an "Eligible Account") or (B) is otherwise
         satisfactory to the Collateral Agent in its reasonable discretion,
         including being subject to such advance rate as the Collateral Agent
         deems appropriate for such account in the reasonable discretion of the
         Collateral Agent, with the understanding that such advance rate may be
         lower than the advance rate referred to in clause (a) of the definition
         of "Borrowing Base";

                  (g) with respect to which the applicable Account Debtor has
         not: (i) commenced or been the subject of a case or proceeding under
         any Debtor Relief Law; (ii) made a general assignment for the benefit
         of creditors; (iii) failed to pay its debts generally as they come due,
         suspended business or become insolvent; or (iv) consented to or
         suffered the appointment of a receiver, trustee, liquidator or
         custodian for it or for all or a significant portion of its assets or
         affairs;

                  (h) the collection of which, in the Collateral Agent's
         reasonable discretion (unless objected to by the Requisite Lenders), is
         not doubtful by reason of the applicable Account Debtor's financial
         condition or otherwise;

                  (i) that is not evidenced by any chattel paper, instrument or
         judgment;

                  (j) that is not the subject of a "rebilling" or other
         re-invoicing of such Account submitted to the applicable Account Debtor
         on a date that is more than 30 days following the date upon which the
         initial invoice with respect to such Account was submitted to that
         Account Debtor;

                  (k) to the extent that the total unpaid amount of such Account
         (if such Account is owed to Borrower by an Account Debtor other than
         the United States Government or any agency or instrumentality thereof),
         when added together with all other Accounts due to Borrower from the
         applicable Account Debtor, does not exceed 15% of all Accounts of
         Borrower (unless the Collateral Agent (with the concurrence of the
         Requisite Lenders) shall have notified Borrower in writing that it has
         approved a greater percentage with respect to any particular Account
         Debtor);

                  (l) that is not in default (an Account shall be deemed to be
         in default under this clause (l) if (i) such Account is not paid within
         90 days following its original



                                      -8-
<PAGE>

         invoice date or if such Account is subject to permitted extended terms,
         within 60 days following its due date, or (ii) such Account is an
         obligation of an Account Debtor with respect to which more than 25% of
         all Accounts due to Borrower from such Account Debtor have not been
         paid within 90 days following their original invoice date or 60 days
         following their due date, as applicable); and

                  (m) that is otherwise not deemed unacceptable to the
         Collateral Agent in its reasonable credit judgment.

                  "Eligible Assignee" means (a) another Lender, (b) with respect
         to any Lender, any Affiliate of that Lender, (c) any commercial bank
         having total assets of $1,000,000,000 or more, (d) any (i) savings
         bank, savings and loan association or similar financial institution or
         (ii) insurance company engaged in the business of writing insurance
         which, in either case (A) has total assets of $1,000,000,000 or more,
         (B) is engaged in the business of lending money and extending credit
         under credit facilities substantially similar to those extended under
         this Agreement and (C) is operationally and procedurally able to meet
         the obligations of a Lender hereunder to the same degree as a
         commercial bank and (e) any other financial institution (including a
         mutual fund or other fund) having total assets of $1,000,000,000 or
         more which meets the requirements set forth in subclauses (B) and (C)
         of clause (d) above; provided that each Eligible Assignee must either
         (aa) be organized under the Laws of the United States of America, any
         State thereof or the District of Columbia or be organized under the
         Laws of the Cayman Islands or any country which is a member of the
         Organization for Economic Cooperation and Development, or a political
         subdivision of such a country, and (i) act hereunder through a branch,
         agency or funding office located in the United States of America and
         (ii) be exempt from withholding of tax on interest and deliver the
         documents related thereto pursuant to Section 11.21.

                  "Eligible Inventory" means, as of any date of determination,
         Inventory of Borrower:

                  (a) that (i) consists of raw materials or finished goods held
         for sale in the ordinary course of Borrower's business, (ii) is subject
         to a valid, perfected and continuing first priority Lien in favor of
         the Collateral Agent for the benefit of itself and the Lenders, and
         (iii) is owned by Borrower free and clear of any rights, claims, Liens
         or other interests of any Person other than Permitted Encumbrances or
         Liens in favor of the Collateral Agent for the benefit of the Lenders;

                  (b) that is (i) located on premises owned, leased or operated
         by Borrower or (ii) stored on premises owned or operated by a bailee,
         warehouseman or similar Person, in each case with respect to which the
         applicable mortgagee, landlord, bailee, warehouseman or similar Person
         shall have executed and delivered to the Collateral Agent, a mortgagee
         waiver, landlord waiver, bailee letter or similar document, in each
         case, in form and substance reasonably acceptable to the Collateral
         Agent;



                                      -9-
<PAGE>

                  (c) that conforms to all of the representations or warranties
         pertaining to Inventory set forth in this Agreement or any other Loan
         Document;

                  (d) that is not (i) placed on consignment or (ii) in transit;

                  (e) that does not consist of packaging or shipping materials,
         pallets, bags, labels, boxes, capitalized freight and handling costs,
         manufacturing supplies or replacement parts;

                  (f) that does not constitute obsolete, slow-moving, shopworn,
         unmerchantable, unsalable, returned, damaged, excess, unusable or
         unworkable goods or goods unfit for further processing, or floor models
         or "demos";

                  (g) that is covered by property and casualty insurance
         reasonably acceptable to the Collateral Agent;

                  (h) that is only covered by non-negotiable documents of title
         unless the negotiable document representing such Inventory has been
         delivered to the Collateral Agent, for the benefit of itself and the
         Lenders; and

                  (i) that is otherwise acceptable to the Collateral Agent in
         its reasonable credit judgment.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, and any regulations or rulings issued pursuant thereto, as
         amended or replaced and as in effect from time to time.

                  "ERISA Affiliate" means each Person (whether or not
         incorporated) which is required to be aggregated with Borrower pursuant
         to Section 414 of the Code.

                  "Eurodollar Banking Day" means any Banking Day on which
         dealings in Dollar deposits are conducted by and among banks in the
         Designated Eurodollar Market.

                  "Eurodollar Lending Office" means, as to each Lender, its
         office or branch so designated by written notice to Borrower and the
         Administrative Agent as its Eurodollar Lending Office. If no Eurodollar
         Lending Office is designated by a Lender, its Eurodollar Lending Office
         shall be its office at its address for purposes of notices hereunder.

                  "Eurodollar Market" means a regular established market located
         outside the United States of America by and among banks for the
         solicitation, offer and acceptance of Dollar deposits in such banks.

                  "Eurodollar Obligations" means eurocurrency liabilities, as
         defined in Regulation D or any comparable regulation of any
         Governmental Agency having jurisdiction over any Lender.



                                      -10-
<PAGE>

                  "Eurodollar Period" means, as to each Eurodollar Rate Loan,
         the period commencing on the date specified by Borrower pursuant to
         Section 2.1(c) and ending 1, 2 or 3 months (or, with the written
         consent of all of the Lenders, any other period) thereafter, as
         specified by Borrower in the applicable Request for Loan; provided
         that:

                           (a) The first day of any Eurodollar Period shall be a
                  Eurodollar Banking Day;

                           (b) Any Eurodollar Period that would otherwise end on
                  a day that is not a Eurodollar Banking Day shall be extended
                  to the immediately succeeding Eurodollar Banking Day unless
                  such Eurodollar Banking Day falls in another calendar month,
                  in which case such Eurodollar Period shall end on the
                  immediately preceding Eurodollar Banking Day; and

                           (c) No Eurodollar Period shall extend beyond the
                  Revolving Loan Maturity Date.

                  "Eurodollar Rate" means, with respect to any Eurodollar Rate
         Loan, the average of the interest rates per annum (rounded upward, if
         necessary, to the next 1/16 of 1%) at which deposits in Dollars are
         offered to the Administrative Agent in the Designated Eurodollar Market
         at or about 11:00 a.m. local time in the Designated Eurodollar Market,
         two (2) Eurodollar Banking Days before the first day of the applicable
         Eurodollar Period in an aggregate amount approximately equal to the
         amount of the Advance to be made by the Administrative Agent with
         respect to such Eurodollar Rate Loan and for a period of time
         comparable to the number of days in the applicable Eurodollar Period.

                  "Eurodollar Rate Advance" means an Advance made hereunder and
         specified to be a Eurodollar Rate Advance in accordance with Article 2.

                  "Eurodollar Rate Loan" means a Loan made hereunder and
         specified to be a Eurodollar Rate Loan in accordance with Article 2.

                  "Event of Default" shall have the meaning provided in Section
         9.1.

                  "Existing Letters of Credit" means the letters of credit, if
         any, outstanding on the Closing Date and listed on Schedule 2.4.

                  "Existing Loan Agreement" shall have the meaning provided in
         the recitals to this Agreement.

                  "Fiscal Quarter" means the fiscal quarter of Borrower ending
         on each June 30, September 30, December 31 and March 31.

                  "Fiscal Year" means the fiscal year of Borrower ending on each
         March 31.

                  "Foreign Subsidiary" means a Subsidiary of Borrower that (a)
         is organized under the Laws of a country (or political subdivision
         thereof) other than the United



                                      -11-
<PAGE>

         States of America and (b) holds all or substantially all of its assets
         outside the United States of America.

                  "GAAP" means, as of any date of determination, accounting
         principles (a) set forth as generally accepted in then currently
         effective Opinions of the Accounting Principles Board of the American
         Institute of Certified Public Accountants, (b) set forth as generally
         accepted in then currently effective Statements of the Financial
         Accounting Standards Board or (c) that are then approved by such other
         entity as may be approved by a significant segment of the accounting
         profession in the United States of America. The term "consistently
         applied," as used in connection therewith, means that the accounting
         principles applied are consistent in all material respects with those
         applied at prior dates or for prior periods.

                  "Government Securities" means readily marketable (a) direct
         full faith and credit obligations of the United States of America or
         obligations guaranteed by the full faith and credit of the United
         States of America and (b) obligations of an agency or instrumentality
         of, or corporation owned, controlled or sponsored by, the United States
         of America that are generally considered in the securities industry to
         be implicit obligations of the United States of America.

                  "Governmental Agency" means (a) any international, foreign,
         federal, state, county or municipal government, or political
         subdivision thereof, (b) any governmental or quasi-governmental agency,
         authority, board, bureau, commission, department, instrumentality or
         public body or (c) any court or administrative tribunal of competent
         jurisdiction.

                  "Guaranty Obligation" means, as to any Person, any (a)
         guarantee by that Person of Indebtedness of, or other obligation
         performable by, any other Person or (b) assurance given by that Person
         to an obligee of any other Person with respect to the performance of an
         obligation by, or the financial condition of, such other Person,
         whether direct, indirect or contingent, including any purchase or
         repurchase agreement covering such obligation or any collateral
         security therefor, any agreement to provide funds (by means of loans,
         capital contributions or otherwise) to such other Person, any agreement
         to support the solvency or level of any balance sheet item of such
         other Person or any "keep-well" or other arrangement of whatever nature
         given for the purpose of assuring or holding harmless such obligee
         against loss with respect to any obligation of such other Person;
         provided, however, that the term Guaranty Obligation shall not include
         endorsements of instruments for deposit or collection in the ordinary
         course of business. The amount of any Guaranty Obligation in respect of
         Indebtedness shall be deemed to be an amount equal to the stated or
         determinable amount of the related Indebtedness (unless the Guaranty
         Obligation is limited by its terms to a lesser amount, in which case to
         the extent of such amount) or, if not stated or determinable, the
         maximum reasonably anticipated liability in respect thereof as
         determined by the Person in good faith. The amount of any other
         Guaranty Obligation shall be deemed to be zero unless and until the
         amount thereof has been (or in accordance with Financial Accounting
         Standards Board Statement No. 5 should be)



                                      -12-
<PAGE>

         quantified and reflected or disclosed in the consolidated financial
         statements (or notes thereto) of Borrower.

                  "Hazardous Materials" means substances defined as "hazardous
         substances" pursuant to the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq.,
         or as "hazardous", "toxic" or "pollutant" substances or as "solid
         waste" pursuant to the Hazardous Materials Transportation Act, 49
         U.S.C. Section 1801, et seq., the Resource Conservation and Recovery
         Act, 42 U.S.C. Section 6901, et seq., or as "friable asbestos" pursuant
         to the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq. or
         any other applicable Hazardous Materials Law, in each case as such Laws
         are amended from time to time.

                  "Hazardous Materials Laws" means all Laws governing the
         treatment, transportation or disposal of Hazardous Materials applicable
         to any of the Real Property.

                  "Immeon" means Immeon Networks LLC, a Delaware limited
         liability company and a joint venture between Borrower and Loral
         Skynet.

                  "Indebtedness" means, as to any Person (without duplication),
         (a) indebtedness of such Person for borrowed money or for the deferred
         purchase price of Property (excluding trade and other accounts payable
         in the ordinary course of business in accordance with ordinary trade
         terms), including any Guaranty Obligation for any such indebtedness,
         (b) indebtedness of such Person of the nature described in clause (a)
         that is non-recourse to the credit of such Person but is secured by
         assets of such Person, to the extent of the fair market value of such
         assets as determined in good faith by such Person, (c) Capital Lease
         Obligations of such Person, (d) indebtedness of such Person arising
         under bankers' acceptance facilities, (e) any direct or contingent
         obligations of such Person under letters of credit issued for the
         account of such Person and (f) any net obligations of such Person under
         Interest Rate Protection Agreements.

                  "Intangible Assets" means assets that are considered
         intangible assets under GAAP, including customer lists, goodwill,
         covenants not to compete, copyrights, trade names, trademarks, licenses
         and patents.

                  "Interest Expense" means, with respect to any Person and as of
         the last day of any fiscal period, the sum of (a) all interest, fees,
         charges and related expenses (in each case as such expenses are
         calculated according to GAAP) paid or payable (without duplication) for
         that fiscal period by that Person to a lender in connection with
         borrowed money (including any obligations for fees, charges and related
         expenses payable to the issuer of any letter of credit) or the deferred
         purchase price of assets that are considered "interest expense" under
         GAAP plus (b) the portion of rent paid or payable (without duplication)
         for that fiscal period by that Person under Capital Lease Obligations
         that should be treated as interest in accordance with Financial
         Accounting Standards Board Statement No. 13.



                                      -13-
<PAGE>

                  "Interest Rate Protection Agreement" means a written agreement
         between Borrower and one or more financial institutions providing for
         "swap", "cap", "collar" or other interest rate protection with respect
         to any Indebtedness.

                  "Inventory" means all "inventory," as such term is defined in
         the UCC, now owned or hereafter acquired by any Person, wherever
         located, including all goods, merchandise and other personal property
         held for sale or lease by any such Person, or which is furnished by
         such Person under any contract of service or is held by such Person as
         raw materials, work or goods in process, materials and supplies of
         every nature used or consumed or to be used or consumed by such Person
         in the ordinary course of its business, whether now owned or hereafter
         acquired by such Person.

                  "Investment" means, when used in connection with any Person,
         any investment by or of that Person, whether by means of purchase or
         other acquisition of stock or other securities of any other Person or
         by means of a loan, advance creating a debt, capital contribution,
         guaranty or other debt or equity participation or interest in any other
         Person, including any partnership and joint venture interests of such
         Person. The amount of any Investment shall be the amount actually
         invested (minus any return of capital with respect to such Investment
         which has actually been received in Cash or has been converted into
         Cash), without adjustment for subsequent increases or decreases in the
         value of such Investment.

                  "Issuing Lender" means UBOC.

                  "Joint Venture" means any Investment by Borrower in any Person
         that is not a Wholly-Owned Subsidiary of Borrower, which Person is
         engaged in the same or a similar line of business as Borrower.

                  "Laws" means, collectively, all international, foreign,
         federal, state and local statutes, treaties, rules, regulations,
         ordinances, codes and administrative or judicial precedents.

                  "Lender" means each lender whose name is set forth in the
         signature pages of this Agreement and each lender which may hereafter
         become a party to this Agreement pursuant to Section 11.8.

                  "Letters of Credit" means (a) the Existing Letters of Credit
         and (b) any of the Commercial Letters of Credit or Standby Letters of
         Credit issued by the Issuing Lender under the Commitment pursuant to
         Section 2.4, either as originally issued or as the same may be
         supplemented, modified, amended, renewed, extended or supplanted.

                  "Leverage Ratio" means, as of the last day of any Fiscal
         Quarter, the ratio of (a) all Indebtedness of Borrower and its
         Subsidiaries on that date to (b) EBITDA for the fiscal period
         consisting of the four (4) Fiscal Quarters ended on that date.

                  "Lien" means any mortgage, deed of trust, pledge,
         hypothecation, assignment for security, security interest, encumbrance,
         lien or charge of any kind, whether voluntarily incurred or arising by
         operation of Law or otherwise, affecting any



                                      -14-
<PAGE>

         Property, including any conditional sale or other title retention
         agreement, any lease in the nature of a security interest, and/or the
         filing of any financing statement (other than a precautionary financing
         statement with respect to a lease that is not in the nature of a
         security interest) under the Uniform Commercial Code or comparable Law
         of any jurisdiction with respect to any Property.

                  "Loan" means, as the context may require, the amount of a
         particular Advance made or to be made, or the aggregate of the Advances
         made at any one time by the Lenders pursuant to Section 2.1.

                  "Loan Documents" means, collectively, this Agreement, the
         Notes, the Subsidiary Guaranty, the Security Agreement, and any other
         agreements of any type or nature hereafter executed and delivered by
         Borrower or any of the Subsidiary Guarantors to the Administrative
         Agent, the Collateral Agent or to any Lender in any way relating to or
         in furtherance of this Agreement, in each case either as originally
         executed or as the same may from time to time be supplemented,
         modified, amended, restated, extended or supplanted.

                  "Margin Stock" means "margin stock" as such term is defined in
         Regulation U.

                  "Material Adverse Effect" means any set of circumstances or
         events which (a) has had or could reasonably be expected to have any
         material adverse effect whatsoever upon the validity or enforceability
         of any Loan Document, (b) has been or could reasonably be expected to
         be material and adverse to the business or condition (financial or
         otherwise) of Borrower and its Subsidiaries, taken as a whole or (c)
         has materially impaired or could reasonably be expected to materially
         impair the ability of Borrower to perform the Obligations.

                  "Monthly Payment Date" means the first day of each calendar
         month.

                  "Multiemployer Plan" means any employee benefit plan of the
         type described in Section 4001(a)(3) of ERISA to which Borrower or any
         of its ERISA Affiliates contributes or is obligated to contribute.

                  "Net Cash Issuance Proceeds" means, with respect to the
         issuance of any debt security or equity security by Borrower or any of
         its Subsidiaries, the Cash proceeds received by or for the account of
         Borrower or such Subsidiary in consideration of such issuance net of
         (a) underwriting discounts and commissions actually paid to any Person
         not an Affiliate of Borrower and (b) professional fees and
         disbursements actually paid in connection therewith.

                  "Net Cash Sales Proceeds" means, with respect to any
         Disposition, the sum of (a) the Cash proceeds received by or for the
         account of Borrower and its Subsidiaries from such Disposition plus (b)
         the amount of Cash received by or for the account of Borrower and its
         Subsidiaries upon the sale, collection or other liquidation of any
         proceeds that are not Cash from such Disposition, in each case net of
         (i) any amount required to be paid to any Person owning an interest in
         the assets disposed of, (ii) any amount applied to the repayment of
         Indebtedness secured by a Lien permitted under



                                      -15-
<PAGE>

         Section 6.9 on the asset disposed of, (iii) any transfer, income or
         other taxes payable as a result of such Disposition, (iv) professional
         fees and expenses, fees due to any Governmental Agency, broker's
         commissions and other out-of-pocket costs of sale actually paid to any
         Person that is not an Affiliate of Borrower attributable to such
         Disposition and (v) any reserves established in accordance with GAAP in
         connection with such Disposition.

                  "Net Income" means, with respect to any fiscal period, the
         consolidated net income of Borrower and its Subsidiaries for that
         period, determined in accordance with GAAP, consistently applied.

                  "Note" means any of the Revolving Notes, and "Notes" means all
         of the Revolving Notes.

                  "Obligations" means all present and future obligations of
         every kind or nature of Borrower or any of the Subsidiary Guarantors at
         any time and from time to time owed to the Administrative Agent, the
         Collateral Agent or the Lenders or any one or more of them, under any
         one or more of the Loan Documents, whether due or to become due,
         matured or unmatured, liquidated or unliquidated, or contingent or
         noncontingent, including obligations of performance as well as
         obligations of payment, and including interest that accrues after the
         commencement of any proceeding under any Debtor Relief Law by or
         against Borrower or any of the Subsidiary Guarantors. "Obligations"
         includes, without limitation, all debts, liabilities and obligations
         now or hereafter owing from Borrower to any Lender or any Affiliate of
         a Lender arising from or related to Bank Products.

                  "Opinion of Counsel" means the favorable written legal opinion
         of counsel to Borrower, substantially in the form of Exhibit D,
         together with copies of factual certificates and legal opinions, if
         any, delivered to such counsel in connection with such opinion upon
         which such counsel has relied.

                  "Party" means any Person other than the Administrative Agent,
         the Collateral Agent and the Lenders, which now or hereafter is a party
         to any of the Loan Documents.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
         successor thereof established under ERISA.

                  "Pension Plan" means any "employee pension benefit plan" (as
         such term is defined in Section 3(2) of ERISA), other than a
         Multiemployer Plan, which is subject to Title IV of ERISA and is
         maintained by Borrower or to which Borrower contributes or has an
         obligation to contribute.

                  "Permitted Acquisition" means any Acquisition by Borrower or
         any Subsidiary of Borrower (as applicable, the "acquiror") of another
         Person engaged in the same or a similar line of business as that of the
         acquiror (the "target"), provided that: (i) no Default or Event of
         Default shall exist at the time of such Acquisition or occur after
         giving effect to such Acquisition; (ii) such Acquisition shall have
         been approved by



                                      -16-
<PAGE>

         the board of directors of the target; (iii) the pro-forma balance
         sheets and combining projections (including pro-forma financial
         covenant ratios) provided by Borrower to the Administrative Agent shall
         have demonstrated that, after giving effect to such Acquisition, (A)
         Borrower would have been in compliance with the financial covenants set
         forth in Sections 6.12, 6.13, 6.14 and 6.15 of this Agreement
         throughout the period of the four (4) Fiscal Quarters most recently
         ended prior to the date of such Acquisition (or such shorter period in
         which the target has been in existence) and (B) Borrower would remain
         in compliance with such financial covenants for the period of four (4)
         Fiscal Quarters immediately following the date of such Acquisition;
         (iv) Borrower shall have borrowing availability under its Revolving
         Loan or cash on hand of at least $10,000,000 after giving effect to
         such Acquisition; (v) the terms and conditions of any and all seller
         purchase-money financing provided to the acquiror in connection with
         such Acquisition shall be acceptable to the Administrative Agent and
         the Lenders in their reasonable discretion; and (vi) Borrower shall use
         commercially reasonable efforts to provide the Administrative Agent
         with at least one (1) week prior written notice of such Acquisition,
         together with at least one (1) year (or such shorter period in which
         the target has been in existence) of historical financial information
         relating to the target and such other documentation pertaining to the
         Acquisition, including pro-forma quarterly projections, as the
         Administrative Agent may reasonably request.

                  "Permitted Encumbrances" means:

                           (a) inchoate Liens incident to construction on or
         maintenance of Property; or Liens incident to construction on or
         maintenance of Property now or hereafter filed of record for which
         adequate reserves have been set aside (or deposits made pursuant to
         applicable Law) and which are being contested in good faith by
         appropriate proceedings and have not proceeded to judgment, provided
         that, by reason of nonpayment of the obligations secured by such Liens,
         no such Property is subject to a material impending risk of loss or
         forfeiture;

                           (b) Liens for taxes and assessments on Property which
         are not yet past due; or Liens for taxes and assessments on Property
         for which adequate reserves have been set aside and are being contested
         in good faith by appropriate proceedings and have not proceeded to
         judgment, provided that, by reason of nonpayment of the obligations
         secured by such Liens, no such Property is subject to a material
         impending risk of loss or forfeiture;

                           (c) defects and irregularities in title to any
         Property which in the aggregate do not materially impair the fair
         market value or use of the Property for the purposes for which it is or
         may reasonably be expected to be held;

                           (d) easements, exceptions, reservations, or other
         agreements for the purpose of pipelines, conduits, cables, wire
         communication lines, power lines and substations, streets, trails,
         walkways, drainage, irrigation, water, and sewerage purposes, dikes,
         canals, ditches, the removal of oil, gas, coal, or other minerals, and
         other like purposes affecting Property which in the aggregate do not
         materially burden



                                      -17-
<PAGE>

         or impair the fair market value or use of such Property for the
         purposes for which it is or may reasonably be expected to be held;

                           (e) easements, exceptions, reservations, or other
         agreements for the purpose of facilitating the joint or common use of
         Property in or adjacent to a shopping center or similar project
         affecting Property which in the aggregate do not materially burden or
         impair the fair market value or use of such Property for the purposes
         for which it is or may reasonably be expected to be held;

                           (f) rights reserved to or vested in any Governmental
         Agency to control or regulate, or obligations or duties to any
         Governmental Agency with respect to, the use of any Property;

                           (g) rights reserved to or vested in any Governmental
         Agency to control or regulate, or obligations or duties to any
         Governmental Agency with respect to, any right, power, franchise,
         grant, license, or permit;

                           (h) present or future zoning laws and ordinances or
         other laws and ordinances restricting the occupancy, use, or enjoyment
         of Property;

                           (i) statutory Liens, other than those described in
         clauses (a) or (b) above, arising in the ordinary course of business
         with respect to obligations which are not delinquent or are being
         contested in good faith, provided that, if delinquent, adequate
         reserves have been set aside with respect thereto and, by reason of
         nonpayment, no Property is subject to a material impending risk of loss
         or forfeiture;

                           (j) covenants, conditions, and restrictions affecting
         the use of Property which in the aggregate do not materially impair the
         fair market value or use of the Property for the purposes for which it
         is or may reasonably be expected to be held;

                           (k) rights of tenants under leases and rental
         agreements covering Property entered into in the ordinary course of
         business of the Person owning such Property;

                           (l) Liens consisting of pledges or deposits to secure
         obligations under workers' compensation laws or similar legislation,
         including Liens of judgments thereunder which are not currently
         dischargeable;

                           (m) Liens consisting of pledges or deposits of
         Property to secure performance in connection with operating leases made
         in the ordinary course of business;

                           (n) Liens consisting of deposits of Property to
         secure bids made with respect to, or performance of, contracts (other
         than contracts creating or evidencing an extension of credit to the
         depositor);



                                      -18-
<PAGE>

                           (o) Liens consisting of any right of offset, or
         statutory bankers' lien, on bank deposit accounts maintained in the
         ordinary course of business so long as such bank deposit accounts are
         not established or maintained for the purpose of providing such right
         of offset or bankers' lien;

                           (p) Liens consisting of deposits of Property to
         secure statutory obligations of Borrower;

                           (q) Liens consisting of deposits of Property to
         secure (or in lieu of) surety, appeal or customs bonds;

                           (r) Liens created by or resulting from any litigation
         or legal proceeding in the ordinary course of business which is
         currently being contested in good faith by appropriate proceedings,
         provided that, adequate reserves have been set aside and no material
         Property is subject to a material impending risk of loss or forfeiture;

                           (s) Liens created to secure the purchase price of
         property or assets; provided, that (a) any such Lien shall attach only
         to the property or assets purchased, (b) the Indebtedness secured by
         any such Lien shall not exceed one hundred percent (100%) of the
         purchase price of the property or assets purchased, (c) any such Lien
         shall be created within twelve (12) months following the acquisition of
         such property or assets, and (d) the principal amount of Indebtedness
         secured by such Liens does not exceed $3,000,000 in the aggregate at
         any time; and

                           (t) other non-consensual Liens incurred in the
         ordinary course of business but not in connection with the incurrence
         of any Indebtedness, which do not in the aggregate, when taken together
         with all other Liens, materially impair the fair market value or use of
         the Property for the purposes for which it is or may reasonably be
         expected to be held.

                  "Permitted Right of Others" means a Right of Others consisting
         of (a) an interest (other than a legal or equitable co-ownership
         interest, an option or right to acquire a legal or equitable
         co-ownership interest and any interest of a ground lessor under a
         ground lease), that does not materially impair the fair market value or
         use of Property for the purposes for which it is or may reasonably be
         expected to be held, (b) an option or right to acquire a Lien that
         would be a Permitted Encumbrance, (c) the subordination of a lease or
         sublease in favor of a financing entity and (d) a license, or similar
         right, of or to Intangible Assets granted in the ordinary course of
         business.

                  "Person" means any individual or entity, including a trustee,
         corporation, limited liability company, general partnership, limited
         partnership, joint stock company, trust, estate, unincorporated
         organization, business association, firm, joint venture, Governmental
         Agency, or other entity.

                  "Prime Rate" means the rate of interest publicly announced
         from time to time by the Administrative Agent in San Francisco,
         California (or other headquarters city of the Administrative Agent), as
         its "reference rate." The "reference rate" is one of



                                      -19-
<PAGE>

         several base rates used by the Administrative Agent and serves as the
         basis upon which effective rates of interest are calculated for loans
         and other credits making reference thereto. The "reference rate" is not
         necessarily the lowest base interest rate used by the Administrative
         Agent. The "reference rate" is evidenced by the recording thereof after
         its announcement in such internal publication or publications as the
         Administrative Agent may designate. Any change in the Prime Rate
         announced by the Administrative Agent shall take effect at the opening
         of business on the day specified in the public announcement of such
         change.

                  "Projections" means the projected financial information to be
         prepared by Borrower and furnished to the Lenders hereunder.

                  "Property" means any interest in any kind of property or
         asset, whether real, personal or mixed, or tangible or intangible.

                  "Pro Rata Share" means, with respect to each Lender, the
         percentage of the Commitment set forth opposite the name of that Lender
         on Schedule 1.1, as such percentage may be increased or decreased
         pursuant to a Commitment Assignment and Acceptance executed in
         accordance with Section 11.8.

                  "Quarterly Payment Date" means each April 1, July 1, October 1
         and January 1, commencing with January 1, 2003.

                  "Quick Ratio" means, as of the last day of any Fiscal Quarter,
         in respect of Borrower and its Subsidiaries on a consolidated basis and
         determined in accordance with GAAP, the ratio of (a) the sum of (i)
         Cash and Cash Equivalents, (ii) accounts receivable other than those
         owed to Borrower by account debtors involved in proceedings under a
         Debtor Relief Law and (iii) marketable securities to (b) current
         liabilities, including the aggregate outstanding principal balance of,
         and all accrued and unpaid interest on, the Revolving Loans.

                  "Real Property" means, as of any date of determination, all
         real property then or theretofore owned, leased or occupied by any of
         Borrower or its Subsidiaries.

                  "Regulation D" means Regulation D, as at any time amended, of
         the Board of Governors of the Federal Reserve System, or any other
         regulation in substance substituted therefor.

                  "Regulation U" means Regulation U, as at any time amended, of
         the Board of Governors of the Federal Reserve System, or any other
         regulation in substance substituted therefor.

                  "Request for Letter of Credit" means a written request for a
         Letter of Credit substantially in the form of Exhibit E, signed by a
         Responsible Official of Borrower and properly completed to provide all
         information required to be included therein.

                  "Request for Loan" means a written request for a Loan
         substantially in the form of Exhibit F, signed by a Responsible
         Official of Borrower, on behalf of



                                      -20-
<PAGE>

         Borrower, and properly completed to provide all information required to
         be included therein.

                  "Requirement of Law" means, as to any Person, the articles or
         certificate of incorporation and by-laws or other organizational or
         governing documents of such Person, and any Law, or judgment, award,
         decree, writ or determination of a Governmental Agency, 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.

                  "Requisite Lenders" means (a) as of any date of determination
         if the Commitments are then in effect, Lenders having in the aggregate
         60% or more of the Commitments then in effect and (b) as of any date of
         determination if the Commitments have then been suspended or terminated
         and there is then any Indebtedness evidenced by the Notes, Lenders
         holding Notes evidencing in the aggregate 60% or more of the aggregate
         Indebtedness then evidenced by the Notes, and, in any event, not less
         than two (2) Lenders (unless there shall then be but one Lender).

                  "Responsible Official" means (a) any Senior Officer of
         Borrower and (b) any other responsible official of Borrower so
         designated in a written notice thereof from a Senior Officer to the
         Administrative Agent. The Lenders shall be entitled to conclusively
         rely upon any document or certificate that is signed or executed by a
         Responsible Official of Borrower or any of its Subsidiaries as having
         been authorized by all necessary corporate, partnership and/or other
         action on the part of Borrower or such Subsidiary.

                  "Revolving Loan" means a Loan made under the Commitment.

                  "Revolving Loan Maturity Date" means September 30, 2003.

                  "Revolving Note" means any of the promissory notes made by
         Borrower to a Lender evidencing Advances under that Lender's Pro Rata
         Share of the Commitment, substantially in the form of Exhibit G, either
         as originally executed or as the same may from time to time be
         supplemented, modified, amended, renewed, extended or supplanted.

                  "Right of Others" means, as to any Property in which a Person
         has an interest, any legal or equitable right, title or other interest
         (other than a Lien) held by any other Person in that Property, and any
         option or right held by any other Person to acquire any such right,
         title or other interest in that Property, including any option or right
         to acquire a Lien; provided, however, that (a) no covenant restricting
         the use or disposition of Property of such Person contained in any
         Contractual Obligation of such Person and (b) no provision contained in
         a contract creating a right of payment or performance in favor of a
         Person that conditions, limits, restricts, diminishes, transfers or
         terminates such right shall be deemed to constitute a Right of Others.

                  "Security Agreement" means the security agreement to be
         executed and delivered pursuant to Article 8 by Borrower and the
         Subsidiary Guarantors, in the



                                      -21-
<PAGE>

         form of Exhibit H, either as originally executed or as it may from time
         to time be supplemented, modified, amended, extended or supplanted.

                  "Senior Officer" means (a) the chief executive officer, (b)
         the president, (c) any executive vice president, (d) the chief
         financial officer or (e) the treasurer, in each case of Borrower.

                  "Significant Domestic Subsidiary" means a Significant
         Subsidiary that is not a Foreign Subsidiary.

                  "Significant Foreign Subsidiary" means a Foreign Subsidiary
         that is a Significant Subsidiary.

                  "Significant Subsidiary" means a Subsidiary that either (i)
         had net income for the Fiscal Year then most recently ended in excess
         of 5% of Net Income for such Fiscal Year or (ii) had assets in excess
         of 5% of the total assets of Borrower and its Subsidiaries on a
         consolidated basis as at the end of the Fiscal Year then most recently
         ended.

                  "Special Eurodollar Circumstance" means the application or
         adoption after the Closing Date of any Law or interpretation, or any
         change therein or thereof, or any change in the interpretation or
         administration thereof by any Governmental Agency, central bank or
         comparable authority charged with the interpretation or administration
         thereof, or compliance by any Lender or its Eurodollar Lending Office
         with any request or directive (whether or not having the force of Law)
         of any such Governmental Agency, central bank or comparable authority.

                  "Standby Letter of Credit" means each Letter of Credit issued
         by the Issuing Lender under the Commitment pursuant to Section 2.4 to
         support the payment or performance of an obligation by Borrower.

                  "Stockholders' Equity" means, as of any date of determination
         and with respect to any Person, the consolidated stockholders' equity
         of the Person as of that date determined in accordance with GAAP;
         provided that there shall be excluded from Stockholders' Equity any
         amount attributable to Disqualified Stock.

                  "Subordinated Obligations" means any Indebtedness of Borrower
         that (a) does not have any scheduled principal payment, mandatory
         principal prepayment or sinking fund payment due prior to the date that
         is one year after the Revolving Loan Maturity Date, (b) is not secured
         by any Lien on any Property of Borrower or any of its Subsidiaries, (c)
         is not guarantied by any Subsidiary of Borrower, (d) is subordinated by
         its terms in right of payment to the Obligations pursuant to provisions
         acceptable to the Requisite Lenders, (e) is subject to such financial
         and other covenants and events of defaults as may be acceptable to the
         Requisite Lenders and (f) is subject to customary interest blockage and
         delayed acceleration provisions as may be acceptable to the Requisite
         Lenders.



                                      -22-
<PAGE>

                  "Subsidiary" means, as of any date of determination and with
         respect to any Person, any corporation, limited liability company or
         partnership (whether or not, in any case, characterized as such or as a
         "joint venture"), whether now existing or hereafter organized or
         acquired: (a) in the case of a corporation or limited liability
         company, of which a majority of the securities having ordinary voting
         power for the election of directors or other governing body (other than
         securities having such power only by reason of the happening of a
         contingency) are at the time beneficially owned by such Person and/or
         one or more Subsidiaries of such Person, or (b) in the case of a
         partnership, of which a majority of the partnership or other ownership
         interests are at the time beneficially owned by such Person and/or one
         or more of its Subsidiaries. Notwithstanding the foregoing, the terms,
         provisions and limitations of this Agreement (including the
         representations and warranties set forth in Article IV and the
         covenants set forth in Article V and VI) shall not apply to either (i)
         Immeon or (ii) Trellisware Technologies, Inc., a Delaware corporation.

                  "Subsidiary Guarantors" means all Significant Domestic
         Subsidiaries.

                  "Subsidiary Guaranty" means the continuing guaranty of the
         Obligations to be executed and delivered pursuant to Article 8 by the
         Subsidiary Guarantors, in the form of Exhibit I, either as originally
         executed or as it may from time to time be supplemented, modified,
         amended, extended or supplanted.

                  "Tangible Net Worth" means, as of any date of determination,
         the difference between (a) the sum of (i) Stockholders' Equity of
         Borrower and its Subsidiaries on such date and (ii) Subordinated
         Obligations outstanding on such date, and (b) the sum of (i) all
         Intangible Assets of Borrower and its Subsidiaries on such date, (ii)
         organizational expenses and (iii) monies due from Affiliates (including
         officers, shareholders and directors) of Borrower and its Subsidiaries
         on such date.

                  "to the best knowledge of" means, when modifying a
         representation, warranty or other statement of any Person, that the
         fact or situation described therein is known by the Person (or, in the
         case of a Person other than a natural Person, known by a Responsible
         Official of that Person) making the representation, warranty or other
         statement, or with the exercise of reasonable due diligence under the
         circumstances (in accordance with the standard of what a reasonable
         Person in similar circumstances would have done) would have been known
         by the Person (or, in the case of a Person other than a natural Person,
         would have been known by a Responsible Official of that Person).

                  "type", when used with respect to any Loan or Advance, means
         the designation of whether such Loan or Advance is a Base Rate Loan or
         Advance, or a Eurodollar Rate Loan or Advance.

                  "UBOC" means Union Bank of California, N.A., a national
         banking association.



                                      -23-
<PAGE>

                  "UCC" means the Uniform Commercial Code as the same may from
         time to time be enacted and in effect in the State of California;
         provided that, in the event by reason of mandatory provisions of law,
         any or all of the attachment, perfection or priority of any Lien of the
         Lenders on any Collateral is governed by the Uniform Commercial Code as
         enacted and in effect in a jurisdiction other than the State of
         California, the term "UCC" shall mean the Uniform Commercial Code as
         enacted and in effect in such other jurisdiction solely for purposes of
         the provisions hereof relating to such attachment, perfection or
         priority and for purposes of definitions related to such provisions.

                  "Wholly-Owned Subsidiary" means a Subsidiary of Borrower, 100%
         of the capital stock or other equity interest of which is owned,
         directly or indirectly, by Borrower, except for director's qualifying
         shares required by applicable Laws.

                  1.2 Use of Defined Terms. Any defined term used in the plural
shall refer to all members of the relevant class, and any defined term used in
the singular shall refer to any one or more of the members of the relevant
class.

                  1.3 Accounting Terms. All accounting terms not specifically
defined in this Agreement shall be construed in conformity with, and all
financial data required to be submitted by this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, except as otherwise
specifically prescribed herein. In the event that GAAP changes during the term
of this Agreement such that the covenants contained in Sections 6.12 through
6.15, inclusive, would then be calculated in a different manner or with
different components, (a) Borrower and the Lenders agree to amend this Agreement
in such respects as are necessary to conform those covenants as criteria for
evaluating Borrower's financial condition to substantially the same criteria as
were effective prior to such change in GAAP and (b) Borrower shall be deemed to
be in compliance with the covenants contained in the aforesaid Sections if and
to the extent that Borrower would have been in compliance therewith under GAAP
as in effect immediately prior to such change, but shall have the obligation to
deliver each of the materials described in Article 7 to the Administrative Agent
and the Lenders, on the dates therein specified, with financial data presented
in a manner which conforms with GAAP as in effect immediately prior to such
change.

                  1.4 Rounding. Any financial ratios required to be maintained
by Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed in this
Agreement and rounding the result up or down to the nearest number (with a
round-up if there is no nearest number) to the number of places by which such
ratio is expressed in this Agreement.

                  1.5 Exhibits and Schedules. All Exhibits and Schedules to this
Agreement, either as originally existing or as the same may from time to time be
supplemented, modified or amended, are incorporated herein by this reference. A
matter disclosed on any Schedule shall be deemed disclosed on all Schedules.



                                      -24-
<PAGE>

                  1.6 References to "Borrower and its Subsidiaries". Any
reference herein to "Borrower and its Subsidiaries" or the like shall refer
solely to Borrower during such times, if any, as Borrower shall have no
Subsidiaries.

                  1.7 Miscellaneous Terms. The term "or" is disjunctive; the
term "and" is conjunctive. The term "shall" is mandatory; the term "may" is
permissive. Masculine terms also apply to females; feminine terms also apply to
males. The term "including" is by way of example and not limitation.



                                      -25-
<PAGE>


                                   Article 2.
                           LOANS AND LETTERS OF CREDIT

                  2.1 Loans-General.

                           (a) Subject to the terms and conditions set forth in
         this Agreement, at any time and from time to time from the Closing Date
         through the Revolving Loan Maturity Date, each Lender shall, pro rata
         according to that Lender's Pro Rata Share of the then applicable
         Commitment, make Advances to Borrower under the Commitment in such
         amounts as Borrower may request that do not result in the sum of (i)
         the aggregate principal amount outstanding under the Revolving Notes
         and (ii) the Aggregate Effective Amount of all outstanding Letters of
         Credit to exceed the lesser of (x) the then applicable Borrowing Base
         or (y) the then applicable Commitment. Subject to the limitations set
         forth herein, Borrower may borrow, repay and reborrow under the
         Commitment without premium or penalty.

                           (b) Subject to the next sentence, each Loan shall be
         made pursuant to a Request for Loan which shall specify the requested
         (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan,
         and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period
         for such Loan. Unless the Administrative Agent has notified, in its
         reasonable discretion, Borrower to the contrary, a Loan may be
         requested by telephone by a Responsible Official of Borrower, in which
         case Borrower shall confirm such request by promptly delivering a
         Request for Loan (conforming to the preceding sentence) in person or by
         telecopier to the Administrative Agent. The Administrative Agent shall
         incur no liability whatsoever hereunder in acting upon any telephonic
         request for Loan purportedly made by a Responsible Official of
         Borrower, and Borrower hereby agrees to indemnify the Administrative
         Agent from any loss, cost, expense or liability as a result of so
         acting.

                           (c) Promptly following receipt of a Request for Loan,
         the Administrative Agent shall notify each Lender by telephone or
         telecopier (and if by telephone, promptly confirmed by telecopier) of
         the date and type of the Loan, the applicable Eurodollar Period, and
         that Lender's Pro Rata Share of the Loan. Not later than 12:00 p.m.,
         California time, on the date specified for any Loan (which must be a
         Banking Day), each Lender shall make its Pro Rata Share of the Loan in
         immediately available funds available to the Administrative Agent at
         the Administrative Agent's Office. Upon satisfaction or waiver of the
         applicable conditions set forth in Article 8, all Advances shall be
         credited on that date in immediately available funds to the Designated
         Deposit Account.

                           (d) Unless the Requisite Lenders otherwise consent,
         each Revolving Loan which is a Base Rate Loan shall be not less than
         $250,000 and in an integral multiple of $100,000 and each Revolving
         Loan which is a Eurodollar Rate Loan shall be not less than $250,000
         and in an integral multiple of $250,000.

                           (e) The Advances made by each Lender under the
         Commitment shall be evidenced by that Lender's Revolving Note.



                                      -26-
<PAGE>

                           (f) A Request for Loan that is a Eurodollar Rate Loan
         shall become irrevocable three Eurodollar Banking Days before the
         requested date of the Loan. A Request for Loan that is a Base Rate Loan
         shall become irrevocable one Banking Day before the requested date of
         the Loan.

                           (g) If no Request for Loan (or telephonic request for
         Loan referred to in the second sentence of Section 2.1(c), if
         applicable) has been made within the requisite notice periods set forth
         in Section 2.2 or 2.3 prior to the end of the Eurodollar Period for any
         outstanding Eurodollar Rate Loan, then on the last day of such
         Eurodollar Period, such Eurodollar Rate Loan shall be automatically
         converted into a Base Rate Loan in the same amount.

                  2.2 Base Rate Loans. Each request by Borrower for a Base Rate
Loan shall be made pursuant to a Request for Loan (or telephonic or other
request for loan referred to in the second sentence of Section 2.1(c), if
applicable) received by the Administrative Agent, at the Administrative Agent's
Office, not later than 10:00 a.m. California time, on the date (which must be a
Banking Day) immediately prior to the date of the requested Base Rate Loan. All
Loans shall constitute Base Rate Loans unless properly designated as a
Eurodollar Rate Loan pursuant to Section 2.3.

                  2.3 Eurodollar Rate Loans.

                           (a) Each request by Borrower for a Eurodollar Rate
         Loan shall be made pursuant to a Request for Loan (or telephonic or
         other request for Loan referred to in the second sentence of Section
         2.1(c), if applicable) received by the Administrative Agent, at the
         Administrative Agent's Office, not later than 9:00 a.m., California
         time, at least three (3) Eurodollar Banking Days before the first day
         of the applicable Eurodollar Period.

                           (b) On the date which is two (2) Eurodollar Banking
         Days before the first day of the applicable Eurodollar Period, the
         Administrative Agent shall confirm its determination of the applicable
         Eurodollar Rate (which determination shall be conclusive in the absence
         of manifest error) and promptly shall give notice of the same to
         Borrower and the Lenders by telephone or telecopier (and if by
         telephone, promptly confirmed by telecopier).

                           (c) Unless the Administrative Agent and the Requisite
         Lenders otherwise consent, no more than three (3) Eurodollar Rate Loans
         shall be outstanding at any one time.

                           (d) No Eurodollar Rate Loan may be requested during
         the continuation of a Default or Event of Default.

                           (e) Nothing contained herein shall require any Lender
         to fund any Eurodollar Rate Advance in the Designated Eurodollar
         Market.



                                      -27-
<PAGE>

                  2.4 Letters of Credit.

                           (a) The Existing Letters of Credit described in
         Schedule 2.4 shall be Letters of Credit for all purposes under this
         Agreement. Subject to the terms and conditions hereof, at any time and
         from time to time from the Closing Date through the Revolving Loan
         Maturity Date, the Issuing Lender shall issue such Letters of Credit
         under the Commitment as Borrower may request by a Request for Letter of
         Credit; provided that (i) giving effect to all such Letters of Credit,
         the sum of (A) the aggregate principal amount outstanding under the
         Revolving Notes plus (B) the Aggregate Effective Amount of all
         outstanding Letters of Credit, does not exceed the then applicable
         Commitment and (ii) the Aggregate Effective Amount under all
         outstanding Letters of Credit does not exceed $4,000,000. Each Letter
         of Credit shall be in a form reasonably acceptable to the Issuing
         Lender. Unless all the Lenders otherwise consent in a writing delivered
         to the Administrative Agent, the term of any Letter of Credit (other
         than any Existing Letters of Credit) shall not exceed one (1) year or
         extend one hundred eighty (180) days beyond the Revolving Loan Maturity
         Date.

                           (b) Each Request for Letter of Credit shall be
         submitted to the Issuing Lender, with a copy to the Administrative
         Agent, at least two (2) Banking Days prior to the date upon which the
         related Letter of Credit is proposed to be issued. The Administrative
         Agent shall promptly notify the Issuing Lender whether such Request for
         Letter of Credit, and the issuance of a Letter of Credit pursuant
         thereto, conforms to the requirements of this Agreement. Upon issuance
         of a Letter of Credit, the Issuing Lender shall promptly notify the
         Administrative Agent, and the Administrative Agent shall promptly
         notify the Lenders, of the amount and terms thereof.

                           (c) Upon the issuance of a Letter of Credit, each
         Lender shall be deemed to have purchased a pro rata participation in
         such Letter of Credit from the Issuing Lender in an amount equal to
         that Lender's Pro Rata Share of the Commitment. Without limiting the
         scope and nature of each Lender's participation in any Letter of
         Credit, to the extent that the Issuing Lender has not been reimbursed
         by Borrower for any payment required to be made by the Issuing Lender
         under any Letter of Credit, each Lender shall, pro rata according to
         its Pro Rata Share, reimburse the Issuing Lender through the
         Administrative Agent promptly upon demand for the amount of such
         payment. The obligation of each Lender to so reimburse the Issuing
         Lender shall be absolute and unconditional and shall not be affected by
         the occurrence of an Event of Default or any other occurrence or event.
         Any such reimbursement shall not relieve or otherwise impair the
         obligation of Borrower to reimburse the Issuing Lender for the amount
         of any payment made by the Issuing Lender under any Letter of Credit
         together with interest as hereinafter provided.

                           (d) Borrower agrees to pay to the Issuing Lender
         through the Administrative Agent an amount equal to any payment made by
         the Issuing Lender with respect to each Letter of Credit within one (1)
         Banking Day after demand made by the Issuing Lender therefor, together
         with interest on such amount from the date of



                                      -28-
<PAGE>

         any payment made by the Issuing Lender at the rate applicable to Base
         Rate Loans for two (2) Banking Days and thereafter at the Default Rate.
         The principal amount of any such payment shall be used to reimburse the
         Issuing Lender for the payment made by it under the Letter of Credit
         and, to the extent that the Lenders have not reimbursed the Issuing
         Lender pursuant to Section 2.4(c), the interest amount of any such
         payment shall be for the account of the Issuing Lender. Each Lender
         that has reimbursed the Issuing Lender pursuant to Section 2.4(c) for
         its Pro Rata Share of any payment made by the Issuing Lender under a
         Letter of Credit shall thereupon acquire a pro rata participation, to
         the extent of such reimbursement, in the claim of the Issuing Lender
         against Borrower for reimbursement of principal and interest under this
         Section 2.4(d) and shall share, in accordance with that pro rata
         participation, in any principal payment made by Borrower with respect
         to such claim and in any interest payment made by Borrower (but only
         with respect to periods subsequent to the date such Lender reimbursed
         the Issuing Lender) with respect to such claim.

                           (e) Borrower may, pursuant to a Request for Loan,
         request that Advances be made pursuant to Section 2.1(a) to provide
         funds for the payment required by Section 2.4(d) and, for this purpose,
         the conditions precedent set forth in Article 8 shall not apply. The
         proceeds of such Advances shall be paid directly to the Issuing Lender
         to reimburse it for the payment made by it under the Letter of Credit.

                           (f) If Borrower fails to make the payment required by
         Section 2.4(d) within the time period therein set forth, in lieu of the
         reimbursement to the Issuing Lender under Section 2.4(c) the Issuing
         Lender may (but is not required to), without notice to or the consent
         of Borrower, instruct the Administrative Agent to cause Advances to be
         made by the Lenders under the Commitment in an aggregate amount equal
         to the amount paid by the Issuing Lender with respect to that Letter of
         Credit and, for this purpose, the conditions precedent set forth in
         Article 8 shall not apply. The proceeds of such Advances shall be paid
         directly to the Issuing Lender to reimburse it for the payment made by
         it under the Letter of Credit.

                           (g) The issuance of any supplement, modification,
         amendment, renewal, or extension to or of any Letter of Credit shall be
         treated in all respects the same as the issuance of a new Letter of
         Credit.

                           (h) The obligation of Borrower to pay to the Issuing
         Lender the amount of any payment made by the Issuing Lender under any
         Letter of Credit shall be absolute, unconditional, and irrevocable,
         subject only to performance by the Issuing Lender of its obligations to
         Borrower under Uniform Commercial Code Section 5109. Without limiting
         the foregoing, Borrower's obligations shall not be affected by any of
         the following circumstances:

                                    (i) any lack of validity or enforceability
                  prior to its stated expiration date of the Letter of Credit,
                  this Agreement, or any other agreement or instrument relating
                  thereto;



                                      -29-
<PAGE>

                                    (ii) any amendment or waiver of or any
                  consent to departure from the Letter of Credit, this
                  Agreement, or any other agreement or instrument relating
                  thereto, with the consent of Borrower;

                                    (iii) the existence of any claim, setoff,
                  defense, or other rights which Borrower may have at any time
                  against the Issuing Lender, the Administrative Agent or any
                  Lender, any beneficiary of the Letter of Credit (or any
                  persons or entities for whom any such beneficiary may be
                  acting) or any other Person, whether in connection with the
                  Letter of Credit, this Agreement, or any other agreement or
                  instrument relating thereto, or any unrelated transactions;

                                    (iv) any demand, statement, or any other
                  document presented under the Letter of Credit proving to be
                  forged, fraudulent, invalid, or insufficient in any respect or
                  any statement therein being untrue or inaccurate in any
                  respect whatsoever so long as any such document appeared
                  substantially to comply with the terms of the Letter of
                  Credit;

                                    (v) payment by the Issuing Lender in good
                  faith under the Letter of Credit against presentation of a
                  draft or any accompanying document which does not strictly
                  comply with the terms of the Letter of Credit, unless the
                  acceptance of such draft or other accompanying document
                  constituted gross negligence;

                                    (vi) the existence, character, quality,
                  quantity, condition, packing, value or delivery of any
                  Property purported to be represented by documents presented in
                  connection with any Letter of Credit or any difference between
                  any such Property and the character, quality, quantity,
                  condition, or value of such Property as described in such
                  documents;

                                    (vii) the time, place, manner, order or
                  contents of shipments or deliveries of Property as described
                  in documents presented in connection with any Letter of Credit
                  or the existence, nature and extent of any insurance relative
                  thereto;

                                    (viii) the solvency or financial
                  responsibility of any party issuing any documents in
                  connection with a Letter of Credit;

                                    (ix) any failure or delay in notice of
                  shipments or arrival of any Property;

                                    (x) any error in the transmission of any
                  message relating to a Letter of Credit not caused by the
                  Issuing Lender, or any delay or interruption in any such
                  message;

                                    (xi) any error, neglect or default of any
                  correspondent of the Issuing Lender in connection with a
                  Letter of Credit;



                                      -30-
<PAGE>

                                    (xii) any consequence arising from acts of
                  God, war, insurrection, civil unrest, disturbances, labor
                  disputes, emergency conditions or other causes beyond the
                  control of the Issuing Lender;

                                    (xiii) so long as the Issuing Lender in good
                  faith determines that the contract or document appears
                  substantially to comply with the terms of the Letter of
                  Credit, the form, accuracy, genuineness or legal effect of any
                  contract or document referred to in any document submitted to
                  the Issuing Lender in connection with a Letter of Credit
                  unless the Issuing Lender's actions constituted gross
                  negligence; and

                                    (xiv) where the Issuing Lender has acted in
                  good faith and observed general banking usage, any other
                  circumstances whatsoever unless the Issuing Lender's actions
                  constituted gross negligence.

                           (i) The Issuing Lender shall be entitled to the
         protection accorded to the Administrative Agent pursuant to Section
         10.6, with all necessary changes.

                           (j) The Uniform Customs and Practice for Documentary
         Credits, as published in its most current version by the International
         Chamber of Commerce, shall be deemed a part of this Section and shall
         apply to all Letters of Credit to the extent not inconsistent with
         applicable Law.

                  2.5 Voluntary Reduction of Commitment. Borrower shall have the
right, at any time and from time to time, without penalty or charge, upon at
least five (5) Banking Days' prior written notice by a Responsible Official of
Borrower to the Administrative Agent, voluntarily to reduce, permanently and
irrevocably, in aggregate principal amounts in an integral multiple of $500,000
but not less than $5,000,000, or to terminate, all or a portion of the then
undisbursed portion of the Commitment. The Administrative Agent shall promptly
notify the Lenders of any reduction or termination of the Commitment under this
Section.

                  2.6 Administrative Agent's Right to Assume Funds Available for
Advances. Unless the Administrative Agent shall have been notified by any Lender
no later than 10:00 a.m. on the Banking Day of the proposed funding by the
Administrative Agent of any Loan that such Lender does not intend to make
available to the Administrative Agent such Lender's portion of the total amount
of such Loan, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on the date of the Loan and the
Administrative Agent may, in reliance upon such assumption, make available to
Borrower a corresponding amount. If the Administrative Agent has made funds
available to Borrower based on such assumption and such corresponding amount is
not in fact made available to the Administrative Agent by such Lender, the
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender. If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent promptly shall notify Borrower and Borrower shall pay such corresponding
amount to the Administrative Agent. The Administrative Agent also shall be
entitled to recover from such Lender interest on such corresponding amount in
respect of each day from the date such corresponding amount was made available
by the



                                      -31-
<PAGE>

Administrative Agent to Borrower to the date such corresponding amount is
recovered by the Administrative Agent, at a rate per annum equal to the daily
Federal Funds Rate. Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its share of the Commitments or to prejudice any
rights which the Administrative Agent or Borrower may have against any Lender as
a result of any default by such Lender hereunder.

                  2.7 Collateral. The Obligations shall be secured by a first
priority (subject to Liens permitted by Section 6.9) perfected Lien on the
Collateral pursuant to the Security Agreement.

                  2.8 Annual Collateral Audits. The Collateral Agent, or its
agent, may conduct or obtain, at Borrower's expense (not to exceed $4,000 in the
aggregate for any such audit), annual audits of the Accounts and the Inventory,
Borrower's books and records, Borrower's accounting system and such other items
as the Collateral Agent may reasonably require. Borrower hereby acknowledges and
agrees that if the Administrative Agent is not satisfied with its review of the
results of any such audit, the Administrative Agent shall have the right, in its
reasonable credit judgment, to reduce the advance rate for Eligible Accounts or
Eligible Inventory.



                                      -32-
<PAGE>

                                   Article 3.
                                PAYMENTS AND FEES

                  3.1 Principal and Interest.

                           (a) Interest shall be payable on the outstanding
         daily unpaid principal amount of each Advance from the date thereof
         until payment in full is made and shall accrue and be payable at the
         rates set forth or provided for herein before and after Default, before
         and after maturity, before and after judgment, and before and after the
         commencement of any proceeding under any Debtor Relief Law, with
         interest on overdue interest at the Default Rate to the fullest extent
         permitted by applicable Laws.

                           (b) Interest accrued on each Base Rate Loan shall be
         due and payable on each Monthly Payment Date. Except as otherwise
         provided in Sections 3.1(d) and 3.8, the unpaid principal amount of any
         Base Rate Loan shall bear interest at a fluctuating rate per annum
         equal to the Base Rate plus ***%. Each change in the interest rate
         under this Section 3.1(b) due to a change in the Base Rate shall take
         effect simultaneously with the corresponding change in the Base Rate.

                           (c) Interest accrued on each Eurodollar Rate Loan
         shall be due and payable on the last day of the related Eurodollar
         Period. Except as otherwise provided in Sections 3.1(d) and 3.8, the
         unpaid principal amount of any Eurodollar Rate Loan shall bear interest
         at a rate per annum equal to the Eurodollar Rate for that Eurodollar
         Rate Loan plus ***%.

                           (d) During the existence of an Event of Default, the
         Loans shall bear interest at a rate per annum equal to the sum of (i)
         the interest rate specified in Sections 3.1(b) or 3.1(c), whichever is
         applicable, plus (ii) two (2) percentage points.

                           (e) If not sooner paid, the principal Indebtedness
         evidenced by the Notes shall be payable as follows:

                                    (i) the amount, if any, by which the sum of
                  (A) the principal Indebtedness evidenced by the Revolving
                  Notes plus (B) the Aggregate Effective Amount of all
                  outstanding Letters of Credit at any time exceeds the then
                  applicable Commitment shall be payable immediately; and

                                    (ii) the principal Indebtedness evidenced by
                  the Revolving Notes shall in any event be payable on the
                  Revolving Loan Maturity Date.

                           (f) The principal Indebtedness evidenced by the Notes
         may, at any time and from time to time, voluntarily be paid or prepaid
         in whole or in part without premium or penalty, except that with
         respect to any voluntary prepayment under this Subsection, (i) any
         partial prepayment of a Revolving Loan shall be not less than $100,000
         and shall be an integral multiple of $50,000 unless the entire
         outstanding amount of such Loan is being prepaid, (ii) the
         Administrative Agent shall have received written notice of any
         prepayment by 9:00 a.m. California time on the date




                                      -33-
<PAGE>

         that is one (1) Banking Day before the date of prepayment (which must
         be a Banking Day) in the case of a Base Rate Loan, and, in the case of
         a Eurodollar Rate Loan, three (3) Banking Days before the date of
         prepayment, which notice shall identify the date and amount of the
         prepayment and the Loan(s) being prepaid, (iii) each prepayment of
         principal on any Eurodollar Rate Loan shall be accompanied by payment
         of interest accrued to the date of payment on the amount of principal
         paid, and (iv) any payment or prepayment of all or any part of any
         Eurodollar Rate Loan on a day other than the last day of the applicable
         Eurodollar Period shall be subject to Section 3.7(e).

                  3.2 Closing Fee. On the Closing Date, Borrower shall pay to
the Administrative Agent, for the ratable benefit of the Lenders, a one-time,
non-refundable fee in the amount of $***.

                  3.3 Commitment Fee. From the Closing Date through the
Revolving Loan Maturity Date, Borrower shall pay to the Administrative Agent,
for the ratable accounts of the Lenders pro rata according to their Pro Rata
Share of the Revolving Commitment, a commitment fee equal to 0.50% per annum
times the average daily amount by which the Commitment exceeds the (i) aggregate
daily principal Indebtedness evidenced by the Revolving Notes plus (ii) the
Aggregate Effective Amount of all Letters of Credit then outstanding. The
commitment fee shall be payable quarterly in arrears as of each Quarterly
Payment Date within ten (10) days after receipt by Borrower of an invoice
therefor from the Administrative Agent.

                  3.4 Letter of Credit Fees. With respect to each Letter of
Credit, Borrower shall pay the following fees:

                           (a) concurrently with the issuance of each Standby
         Letter of Credit, to the Administrative Agent a standby letter of
         credit fee in an amount equal to two and one-half percent (2.50%) per
         annum times the face amount of such Standby Letter of Credit through
         the termination or expiration of such Standby Letter of Credit, the
         first 10% of which fee the Administrative Agent shall promptly pay to
         UBOC and the remainder of which fee the Administrative Agent shall
         promptly pay to the Lenders ratably, in accordance with their
         respective Pro Rata Shares of the Commitment;

                           (b) concurrently with the issuance of each Commercial
         Letter of Credit, to the Administrative Agent a commercial letter of
         credit issuance fee in the amount set forth from time to time as the
         Issuing Lender's published scheduled fee for the issuance of commercial
         letters of credit, which fee the Administrative Agent shall promptly
         pay to the Lenders ratably, in accordance with their respective Pro
         Rata Shares of the Commitment; and

                           (c) concurrently with each negotiation, drawing or
         amendment of each Commercial Letter of Credit, to the Issuing Lender
         for the sole account of the Issuing Lender, negotiation, drawing and
         amendment fees in the amounts set forth from time to time as the
         Issuing Lender's published scheduled fees for such services.



                                      -34-
<PAGE>

         Each of the fees payable with respect to Letters of Credit under this
         Section is earned when due and is nonrefundable.

                  3.5 Increased Commitment Costs. If any Lender shall determine
in good faith that the introduction after the Closing Date of any applicable
law, rule, regulation or guideline regarding capital adequacy, or any change
therein or any change in the interpretation or administration thereof by any
central bank or other Governmental Agency charged with the interpretation or
administration thereof, or compliance by such Lender (or its Eurodollar Lending
Office) or any corporation controlling such Lender, with any request, guideline
or directive regarding capital adequacy (whether or not having the force of Law)
of any such central bank or other authority not imposed as a result of such
Lender's or such corporation's failure to comply with any other Laws, affects or
would affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy
and such Lender's desired return on capital) determines in good faith that the
amount of such capital is increased, or the rate of return on capital is
reduced, as a consequence of its obligations under this Agreement, then, within
five (5) Banking Days after demand of such Lender, Borrower shall pay to such
Lender, from time to time as specified in good faith by such Lender, additional
amounts sufficient to compensate such Lender in light of such circumstances, to
the extent reasonably allocable to such obligations under this Agreement,
provided that Borrower shall not be obligated to pay any such amount unless such
Lender is charging similar amounts to similarly situated Borrowers and provided
further that Borrower shall not be obligated to pay any such amount which arose
prior to the date which is ninety (90) days preceding the date of such demand or
is attributable to periods prior to the date which is ninety (90) days preceding
the date of such demand, and Borrower shall not be obligated to pay any such
amount if, within five (5) Banking Days after demand of such Lender, Borrower
notifies such Lender of Borrower's intention to repay all Obligations then owing
to such Lender and to terminate the Commitments of such Lender, and if Borrower
in fact repays such Obligations and terminates such Commitments within thirty
(30) days after demand of such Lender. Each Lender's determination of such
amounts shall be conclusive in the absence of manifest error.

                  3.6 Eurodollar Costs and Related Matters.

                           (a) In the event that any Governmental Agency imposes
         on any Lender any reserve or comparable requirement (including any
         emergency, supplemental or other reserve) with respect to the
         Eurodollar Obligations of that Lender, Borrower shall pay that Lender
         within five (5) Banking Days after demand all amounts necessary to
         compensate such Lender (determined as though such Lender's Eurodollar
         Lending Office had funded 100% of its Eurodollar Rate Advance in the
         Designated Eurodollar Market) in respect of the imposition of such
         reserve requirements (provided, that Borrower shall not be obligated to
         pay any such amount which arose prior to the date which is ninety (90)
         days preceding the date of such demand or is attributable to periods
         prior to the date which is ninety (90) days preceding the date of such
         demand). The Lender's determination of such amount shall be conclusive
         in the absence of manifest error.



                                      -35-
<PAGE>

                           (b) If, after the date hereof, the existence or
         occurrence of any Special Eurodollar Circumstance:

                                    (1) shall subject any Lender or its
                  Eurodollar Lending Office to any tax, duty or other charge or
                  cost with respect to any Eurodollar Rate Advance, any of its
                  Notes evidencing Eurodollar Rate Loans or its obligation to
                  make Eurodollar Rate Advances, or shall change the basis of
                  taxation of payments to any Lender attributable to the
                  principal of or interest on any Eurodollar Rate Advance or any
                  other amounts due under this Agreement in respect of any
                  Eurodollar Rate Advance, any of its Notes evidencing
                  Eurodollar Rate Loans or its obligation to make Eurodollar
                  Rate Advances, excluding (i) taxes imposed on or measured in
                  whole or in part by its overall net income by (A) any
                  jurisdiction (or political subdivision thereof) in which it is
                  organized or maintains its principal office or Eurodollar
                  Lending Office or (B) any jurisdiction (or political
                  subdivision thereof) in which it is "doing business" and (ii)
                  any withholding taxes or other taxes based on gross income
                  imposed by the United States of America for any period with
                  respect to which it has failed to provide Borrower with the
                  appropriate form or forms required by Section 11.21, to the
                  extent such forms are then required by applicable Laws; -----

                                    (2) shall impose, modify or deem applicable
                  any reserve not applicable or deemed applicable on the date
                  hereof (including any reserve imposed by the Board of
                  Governors of the Federal Reserve System, special deposit,
                  capital or similar requirements against assets of, deposits
                  with or for the account of, or credit extended by, any Lender
                  or its Eurodollar Lending Office); or

                                    (3) shall impose on any Lender or its
                  Eurodollar Lending Office or the Designated Eurodollar Market
                  any other condition affecting any Eurodollar Rate Advance, any
                  of its Notes evidencing Eurodollar Rate Loans, its obligation
                  to make Eurodollar Rate Advances or this Agreement, or shall
                  otherwise affect any of the same;

         and the result of any of the foregoing, as determined in good faith by
         such Lender, increases the cost to such Lender or its Eurodollar
         Lending Office of making or maintaining any Eurodollar Rate Advance or
         in respect of any Eurodollar Rate Advance, any of its Notes evidencing
         Eurodollar Rate Loans or its obligation to make Eurodollar Rate
         Advances or reduces the amount of any sum received or receivable by
         such Lender or its Eurodollar Lending Office with respect to any
         Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate
         Loans or its obligation to make Eurodollar Rate Advances (assuming such
         Lender's Eurodollar Lending Office had funded 100% of its Eurodollar
         Rate Advance in the Designated Eurodollar Market), then, within five
         (5) Banking Days after demand by such Lender (with a copy to the
         Administrative Agent), Borrower shall pay to such Lender such
         additional amount or amounts as will compensate such Lender for such
         increased cost or reduction (determined as though such Lender's
         Eurodollar Lending Office had funded 100% of




                                      -36-
<PAGE>

         its Eurodollar Rate Advance in the Designated Eurodollar Market);
         provided, that Borrower shall not be obligated to pay any such amount
         which arose prior to the date which is ninety (90) days preceding the
         date of such demand or is attributable to periods prior to the date
         which is ninety (90) days preceding the date of such demand. A
         statement of any Lender claiming compensation under this subsection
         shall be conclusive in the absence of manifest error.

                           (c) If, after the date hereof, the existence or
         occurrence of any Special Eurodollar Circumstance shall, in the good
         faith opinion of any Lender, make it unlawful or impossible for such
         Lender or its Eurodollar Lending Office to make, maintain or fund its
         portion of any Eurodollar Rate Loan, or materially restrict the
         authority of such Lender to purchase or sell, or to take deposits of,
         Dollars in the Designated Eurodollar Market, or to determine or charge
         interest rates based upon the Eurodollar Rate, and such Lender shall so
         notify the Administrative Agent, then such Lender's obligation to make
         Eurodollar Rate Advances shall be suspended for the duration of such
         illegality or impossibility and the Administrative Agent forthwith
         shall give notice thereof to the other Lenders and Borrower. Upon
         receipt of such notice, the outstanding principal amount of such
         Lender's Eurodollar Rate Advances, together with accrued interest
         thereon, automatically shall be converted to Base Rate Advances on
         either (1) the last day of the Eurodollar Period(s) applicable to such
         Eurodollar Rate Advances if such Lender may lawfully continue to
         maintain and fund such Eurodollar Rate Advances to such day(s) or (2)
         immediately if such Lender may not lawfully continue to fund and
         maintain such Eurodollar Rate Advances to such day(s), provided that in
         such event the conversion shall not be subject to payment of a
         prepayment fee under Section 3.6(e). Each Lender agrees to endeavor
         promptly to notify Borrower of any event of which it has actual
         knowledge, occurring after the Closing Date, which will cause that
         Lender to notify the Administrative Agent under this Section, and
         agrees to designate a different Eurodollar Lending Office if such
         designation will avoid the need for such notice and will not, in the
         good faith judgment of such Lender, otherwise be materially
         disadvantageous to such Lender. In the event that any Lender is unable,
         for the reasons set forth above, to make, maintain or fund its portion
         of any Eurodollar Rate Loan, such Lender shall fund such amount as a
         Base Rate Advance for the same period of time, and such amount shall be
         treated in all respects as a Base Rate Advance. Any Lender whose
         obligation to make Eurodollar Rate Advances has been suspended under
         this Section shall promptly notify the Administrative Agent and
         Borrower of the cessation of the Special Eurodollar Circumstance which
         gave rise to such suspension.

                           (d) If, with respect to any proposed Eurodollar Rate
         Loan:

                                    (1) the Administrative Agent reasonably
                  determines that, by reason of circumstances affecting the
                  Designated Eurodollar Market generally that are beyond the
                  reasonable control of the Lenders, deposits in Dollars (in the
                  applicable amounts) are not being offered to any Lender in the
                  Designated Eurodollar Market for the applicable Eurodollar
                  Period; or



                                      -37-
<PAGE>

                                    (2) the Requisite Lenders advise the
                  Administrative Agent that the Eurodollar Rate as determined by
                  the Administrative Agent (i) does not represent the effective
                  pricing to such Lenders for deposits in Dollars in the
                  Designated Eurodollar Market in the relevant amount for the
                  applicable Eurodollar Period, or (ii) will not adequately and
                  fairly reflect the cost to such Lenders of making the
                  applicable Eurodollar Rate Advances;

         then the Administrative Agent forthwith shall give notice thereof to
         Borrower and the Lenders, whereupon until the Administrative Agent
         notifies Borrower that the circumstances giving rise to such suspension
         no longer exist, the obligation of the Lenders to make any future
         Eurodollar Rate Advances shall be suspended.

                           (e) Upon payment or prepayment of any Eurodollar Rate
         Advance (other than as the result of a conversion required under
         Section 3.6(c)) on a day other than the last day in the applicable
         Eurodollar Period (whether voluntarily, involuntarily, by reason of
         acceleration, or otherwise), or upon the failure of Borrower (for a
         reason other than the breach by a Lender of its obligation pursuant to
         Section 2.1(a) to make an Advance) to borrow on the date or in the
         amount specified for a Eurodollar Rate Loan in any Request for Loan
         after such Request for Loan has become irrevocable, Borrower shall pay
         to the appropriate Lender within five (5) Banking Days after demand a
         prepayment fee or failure to borrow fee, as the case may be (determined
         as though 100% of the Eurodollar Rate Advance had been funded in the
         Designated Eurodollar Market) equal to the sum of:

                                    (1) $250; plus

                                    (2) the amount, if any, by which (i) the
                  additional interest would have accrued on the amount prepaid
                  or not borrowed at the Eurodollar Rate plus two and one-half
                  percentage points (250 basis points) if that amount had
                  remained or been outstanding through the last day of the
                  applicable Eurodollar Period exceeds (ii) the interest that
                  the Lender could recover by placing such amount on deposit in
                  the Designated Eurodollar Market for a period beginning on the
                  date of the prepayment or failure to borrow and ending on the
                  last day of the applicable Eurodollar Period (or, if no
                  deposit rate quotation is available for such period, for the
                  most comparable period for which a deposit rate quotation may
                  be obtained); plus

                                    (3) all out-of-pocket expenses incurred by
                  the Lender reasonably attributable to such payment, prepayment
                  or failure to borrow.

         Each Lender's determination of the amount of any prepayment fee payable
         under this Section shall be conclusive in the absence of manifest
         error.

                           (f) Each Lender agrees to endeavor promptly to notify
         Borrower of any event of which it has actual knowledge, occurring after
         the Closing Date, which will entitle such Lender to compensation
         pursuant to clause (a) or clause (b) of this Section, and agrees to
         designate a different Eurodollar Lending Office if such



                                      -38-
<PAGE>

         designation will avoid the need for or reduce the amount of such
         compensation and will not, in the good faith judgment of such Lender,
         otherwise be materially disadvantageous to such Lender. Any request for
         compensation by a Lender under this Section shall set forth the basis
         upon which it has been determined that such an amount is due from
         Borrower, a calculation of the amount due, and a certification that the
         corresponding costs have been incurred by the Lender. Borrower shall
         not be obligated to pay any such compensation to a Lender under this
         Section if, within five (5) Banking Days after receiving notice from
         such Lender requesting such compensation, Borrower notifies such Lender
         of Borrower's intention to repay all Obligations then owing to such
         Lender and to terminate the Commitments of such Lender, and if Borrower
         in fact repays such Obligations and terminates such Commitments within
         thirty (30) days after Borrower receipt of such Lender's notice
         requesting compensation.

                  3.7 Late Payments. If any installment of principal or interest
or any fee or cost or other amount payable under any Loan Document to the
Administrative Agent or any Lender is not paid when due, it shall thereafter
bear interest at a fluctuating interest rate per annum at all times equal to the
sum of the Base Rate plus 2%, to the fullest extent permitted by applicable
Laws. Accrued and unpaid interest on past due amounts (including, without
limitation, interest on past due interest) shall be compounded monthly, on the
last day of each calendar month, to the fullest extent permitted by applicable
Laws.

                  3.8 Computation of Interest and Fees. Computation of interest
and fees under this Agreement shall be calculated on the basis of a year of 360
days and the actual number of days elapsed. Interest shall accrue on each Loan
for the day on which the Loan is made; interest shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid. Any
Loan that is repaid on the same day on which it is made shall bear interest for
one day. Notwithstanding anything in this Agreement to the contrary, interest in
excess of the maximum amount permitted by applicable Laws shall not accrue or be
payable hereunder or under the Notes, and any amount paid as interest hereunder
or under the Notes which would otherwise be in excess of such maximum permitted
amount shall instead be treated as a payment of principal.

                  3.9 Non-Banking Days. If any payment to be made by Borrower or
any other Party under any Loan Document shall come due on a day other than a
Banking Day, payment shall instead be considered due on the next succeeding
Banking Day and the extension of time shall be reflected in computing interest
and fees.

                  3.10 Manner and Treatment of Payments.

                           (a) Each payment hereunder (except payments pursuant
         to Sections 3.5, 3.6, 11.3, 11.11 and 11.22) or on the Notes or under
         any other Loan Document shall be made to the Administrative Agent at
         the Administrative Agent's Office for the account of each of the
         Lenders or the Administrative Agent, as the case may be, in immediately
         available funds not later than 11:00 a.m. California time, on the day
         of payment (which must be a Banking Day). All payments received after
         such time, on any Banking Day, shall be deemed received on the next
         succeeding Banking



                                      -39-
<PAGE>

         Day. The amount of all payments received by the Administrative Agent
         for the account of each Lender shall be immediately paid by the
         Administrative Agent to the applicable Lender in immediately available
         funds and, if such payment was received by the Administrative Agent by
         11:00 a.m., California time, on a Banking Day and not so made available
         to the account of a Lender on that Banking Day, the Administrative
         Agent shall reimburse that Lender for the cost to such Lender of
         funding the amount of such payment at the Federal Funds Rate. All
         payments shall be made in lawful money of the United States of America.

                           (b) Borrower hereby authorizes the Administrative
         Agent to debit the general operating bank account of Borrower to effect
         any payment due to the Lenders or the Administrative Agent pursuant to
         this Agreement. Any resulting overdraft in such account shall be
         payable by Borrower to the Administrative Agent on the next following
         Banking Day.

                           (c) Except to the extent provided in Sections 3.5 and
         3.6(f), each payment or prepayment on account of any Loan shall be
         applied pro rata according to the outstanding Advances made by each
         Lender comprising such Loan.

                           (d) Each Lender shall use its best efforts to keep a
         record (in writing or by an electronic data entry system) of Advances
         made by it and payments received by it with respect to each of its
         Notes and, subject to Section 10.6(g), such record shall, as against
         Borrower, be presumptive evidence of the amounts owing. Notwithstanding
         the foregoing sentence, the failure by any Lender to keep such a record
         shall not affect Borrower's obligation to pay the Obligations.

                           (e) Each payment of any amount payable by Borrower or
         any other Party under this Agreement or any other Loan Document shall
         be made free and clear of, and without reduction by reason of, any
         taxes, assessments or other charges imposed by any Governmental Agency,
         central bank or comparable authority, excluding (i) taxes imposed on or
         measured in whole or in part by its overall net income by (A) any
         jurisdiction (or political subdivision thereof) in which it is
         organized or maintains its principal office or Eurodollar Lending
         Office or (B) any jurisdiction (or political subdivision thereof) in
         which it is "doing business" and (ii) any withholding taxes or other
         taxes based on gross income imposed by the United States of America for
         any period with respect to which it has failed to provide Borrower with
         the appropriate form or forms required by Section 11.21, to the extent
         such forms are then required by applicable Laws (all such non-excluded
         taxes, assessments or other charges being hereinafter referred to as
         "Taxes"). To the extent that Borrower is obligated by applicable Laws
         to make any deduction or withholding on account of Taxes from any
         amount payable to any Lender under this Agreement, Borrower shall (i)
         make such deduction or withholding and pay the same to the relevant
         Governmental Agency and (ii) pay such additional amount to that Lender
         as is necessary to result in that Lender's receiving a net after-Tax
         amount equal to the amount to which that Lender would have been
         entitled under this Agreement absent such deduction or withholding. If
         and when receipt of such payment results in an



                                      -40-
<PAGE>

         excess payment or credit to that Lender on account of such Taxes, that
         Lender shall promptly refund such excess to Borrower.

                  3.11 Funding Sources. Nothing in this Agreement shall be
deemed to obligate any Lender to obtain the funds for any Loan or Advance in any
particular place or manner or to constitute a representation by any Lender that
it has obtained or will obtain the funds for any Loan or Advance in any
particular place or manner.

                  3.12 Failure to Charge Not Subsequent Waiver. Any decision by
the Administrative Agent or any Lender not to require payment of any interest
(including interest arising under Section 3.7), fee, cost or other amount
payable under any Loan Document, or to calculate any amount payable by a
particular method, on any occasion shall in no way limit or be deemed a waiver
of the Administrative Agent's or such Lender's right to require full payment of
any interest (including interest arising under Section 3.7), fee, cost or other
amount payable under any Loan Document, or to calculate an amount payable by
another method that is not inconsistent with this Agreement, on any other or
subsequent occasion.

                  3.13 Administrative Agent's Right to Assume Payments Will be
Made. Unless the Administrative Agent shall have been notified by Borrower prior
to the date on which any payment to be made by Borrower hereunder is due that
Borrower does not intend to remit such payment, the Administrative Agent may, in
its discretion, assume that Borrower has remitted such payment when so due and
the Administrative Agent may, in its discretion and in reliance upon such
assumption, make available to each Lender on such payment date an amount equal
to such Lender's share of such assumed payment. If Borrower has not in fact
remitted such payment to the Administrative Agent, each Lender shall forthwith
on demand repay to the Administrative Agent the amount of such assumed payment
made available to such Lender, together with interest thereon in respect of each
day from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to the
Administrative Agent at the Federal Funds Rate.

                  3.14 Fee Determination Detail. The Administrative Agent, and
any Lender, shall provide reasonable detail to Borrower regarding the manner in
which the amount of any payment to the Administrative Agent and the Lenders, or
that Lender, under Article 3 has been determined, concurrently with demand for
such payment.

                  3.15 Survivability. All of Borrower's obligations under
Sections 3.5 and 3.6 shall survive for the ninety (90) day period following the
date on which the Commitment is terminated and all Loans hereunder are fully
paid, and Borrower shall remain obligated thereunder for all claims under such
Sections made by any Lender to Borrower prior to the expiration of such period
to the extent provided in such Sections.



                                      -41-
<PAGE>

                                   Article 4.
                         REPRESENTATIONS AND WARRANTIES

                  Borrower represents and warrants to the Lenders that:

                  4.1 Existence and Qualification; Power; Compliance With Laws.
Borrower is a corporation duly formed, validly existing and in good standing
under the Laws of Delaware. Borrower is duly qualified or registered to transact
business and is in good standing in California and each other jurisdiction in
which the conduct of its business or the ownership or leasing of its Properties
makes such qualification or registration necessary, except where the failure so
to qualify or register and to be in good standing would not constitute a
Material Adverse Effect. Borrower has all requisite power and authority to
conduct its business, to own and lease its Properties and to execute and deliver
each Loan Document to which it is a Party and to perform its Obligations. The
chief executive offices of Borrower are located in California. All outstanding
shares of capital stock of Borrower are duly authorized, validly issued, fully
paid and non-assessable, and no holder thereof has any enforceable right of
rescission under any applicable state or federal securities Laws. Borrower is in
compliance with all Laws and other legal requirements applicable to its
business, has obtained all authorizations, consents, approvals, orders, licenses
and permits from, and has accomplished all filings, registrations and
qualifications with, or obtained exemptions from any of the foregoing from, any
Governmental Agency that are necessary for the transaction of its business,
except where the failure so to comply, obtain authorizations, etc., file,
register, qualify or obtain exemptions does not constitute a Material Adverse
Effect.

                  4.2 Authority; Compliance With Other Agreements and
Instruments and Government Regulations. The execution, delivery and performance
by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a
Party have been duly authorized by all necessary corporate action, and do not
and will not:

                           (a) Require any consent or approval not heretofore
         obtained of any partner, director, stockholder, security holder or
         creditor of such Party;

                           (b) Violate or conflict with any provision of such
         Party's charter, articles of incorporation or bylaws, as applicable;

                           (c) Result in or require the creation or imposition
         of any Lien (other than pursuant to the Loan Documents) or Right of
         Others upon or with respect to any Property now owned or leased or
         hereafter acquired by such Party;

                           (d) Violate any Requirement of Law applicable to such
         Party in any respect that constitutes a Material Adverse Effect;

                           (e) Result in a breach of or constitute a default
         under, or cause or permit the acceleration of any obligation owed
         under, any indenture or loan or credit agreement or any other
         Contractual Obligation to which such Party is a party or by which such
         Party or any of its Property is bound or affected in any respect that
         constitutes a Material Adverse Effect;



                                      -42-
<PAGE>

         and such Party is not in violation of, or default under, any
         Requirement of Law or Contractual Obligation, or any indenture, loan or
         credit agreement described in Section 4.2(e), in any respect that
         constitutes a Material Adverse Effect.

                  4.3 No Governmental Approvals Required. Except as previously
obtained or made, no authorization, consent, approval, order, license or permit
from, or filing, registration or qualification with, any Governmental Agency is
or will be required to authorize or permit under applicable Laws the execution,
delivery and performance by Borrower or any Subsidiary Guarantor of the Loan
Documents to which it is a Party (except where the failure to do so does not
constitute a Material Adverse Effect).

                  4.4 Subsidiaries.

                           (a) Schedule 4.4 hereto correctly sets forth the
         names, form of legal entity, number of shares of capital stock issued
         and outstanding, number of shares owned by Borrower or a Subsidiary of
         Borrower (specifying such owner) and jurisdictions of organization of
         all Subsidiaries of Borrower and specifies which thereof, as of the
         Closing Date, are Inactive Subsidiaries. Except as described in
         Schedule 4.4, Borrower does not own any capital stock, equity interest
         or debt security which is convertible, or exchangeable, for capital
         stock or equity interest in any Person. Unless otherwise indicated in
         Schedule 4.4, all of the outstanding shares of capital stock, or all of
         the units of equity interest, as the case may be, of each Subsidiary
         are owned of record and beneficially by Borrower, there are no
         outstanding options, warrants or other rights to purchase capital stock
         of any such Subsidiary, and all such shares or equity interests so
         owned are duly authorized, validly issued, fully paid and
         non-assessable, and were issued in compliance with all applicable state
         and federal securities and other Laws, and are free and clear of all
         Liens, except for Permitted Encumbrances.

                           (b) Each Subsidiary is a legal entity of the type
         described in Schedule 4.4 duly formed, validly existing and in good
         standing under the Laws of its jurisdiction of organization, is duly
         qualified to do business as a foreign organization and is in good
         standing as such in each jurisdiction in which the conduct of its
         business or the ownership or leasing of its Properties makes such
         qualification necessary (except where the failure to be so duly
         qualified and in good standing does not constitute a Material Adverse
         Effect), and has all requisite power and authority to conduct its
         business and to own and lease its Properties.

                           (c) Each Subsidiary is in compliance with all Laws
         and other requirements applicable to its business and has obtained all
         authorizations, consents, approvals, orders, licenses, and permits
         from, and each such Subsidiary has accomplished all filings,
         registrations, and qualifications with, or obtained exemptions from any
         of the foregoing from, any Governmental Agency that are necessary for
         the transaction of its business, except where the failure to be in such
         compliance, obtain such authorizations, consents, approvals, orders,
         licenses, and permits, accomplish such filings, registrations, and
         qualifications, or obtain such exemptions, does not constitute a
         Material Adverse Effect.



                                      -43-
<PAGE>

                  4.5 Financial Statements. Borrower has furnished to the
Lenders (a) the audited financial statements of Borrower for the Fiscal Year
ended March 31, 2002 and (b) the unaudited balance sheet and statement of
operations of Borrower for the six-month period ended September 30, 2002. The
financial statements described in clause (a) fairly present in all material
respects the financial condition, results of operations and changes in financial
position, and the balance sheet and statement of operations described in clause
(b) fairly present the financial condition and results of operations of Borrower
as of such dates and for such periods in conformity with GAAP consistently
applied, subject only to normal year-end accruals and audit adjustments.

                  4.6 No Other Liabilities; No Material Adverse Changes.
Borrower and its Subsidiaries do not have any material liability or material
contingent liability required under GAAP to be reflected or disclosed, and not
reflected or disclosed, in the balance sheet described in Section 4.5(b), other
than liabilities and contingent liabilities arising in the ordinary course of
business since the date of such financial statements. Except as set forth on
Schedule 4.6, as of the Closing Date, to the best of Borrower's knowledge, no
circumstance or event has occurred that constitutes a Material Adverse Effect
since September 30, 2002.

                  4.7 Intentionally Deleted.

                  4.8 Intangible Assets. Borrower and its Subsidiaries own, or
possess the right to use to the extent necessary in their respective businesses,
all material trademarks, trade names, copyrights, patents, patent rights,
computer software, licenses and other Intangible Assets that are used in the
conduct of their businesses as now operated, and no such Intangible Asset, to
the best knowledge of Borrower, conflicts with the valid trademark, trade name,
copyright, patent, patent right or Intangible Asset of any other Person to the
extent that such conflict constitutes a Material Adverse Effect. Except as set
forth in Schedule 4.8, Borrower has not used any trade name, trade style or
"dba" during the five year period ending on the Closing Date.

                  4.9 Public Utility Holding Company Act. Neither Borrower nor
any of its Subsidiaries is a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

                  4.10 Litigation. Except for (a) any matter fully covered as to
subject matter and amount (subject to applicable deductibles and retentions) by
insurance for which the insurance carrier has not asserted lack of subject
matter coverage or reserved its right to do so, (b) any matter, or series of
related matters, involving a claim against Borrower or any of its Subsidiaries
of less than $1,000,000, (c) matters of an administrative nature not involving a
claim or charge against Borrower or any of its Subsidiaries and (d) matters set
forth in Schedule 4.10, there are no actions, suits, proceedings or
investigations pending as to which Borrower or any of its Subsidiaries have been
served or have received notice or, to the best knowledge of Borrower, threatened
against or affecting Borrower or any of its Subsidiaries or any Property of any
of them before any Governmental Agency.



                                      -44-
<PAGE>

                  4.11 Binding Obligations. Each of the Loan Documents to which
Borrower and any Subsidiary Guarantor is a Party will, when executed and
delivered by such Party, constitute the legal, valid and binding obligation of
such Party, enforceable against such Party in accordance with its terms, except
as enforcement may be limited by Debtor Relief Laws or equitable principles
relating to the granting of specific performance and other equitable remedies as
a matter of judicial discretion.

                  4.12 No Default. No event has occurred and is continuing that
is a Default or Event of Default.

                  4.13 ERISA.

                           (a) With respect to each Pension Plan:

                                    (i) such Pension Plan complies in all
                  material respects with ERISA and any other applicable Laws to
                  the extent that noncompliance could reasonably be expected to
                  have a Material Adverse Effect;

                                    (ii) such Pension Plan has not incurred any
                  "accumulated funding deficiency" (as defined in Section 302 of
                  ERISA) that could reasonably be expected to have a Material
                  Adverse Effect;

                                    (iii) no "reportable event" (as defined in
                  Section 4043 of ERISA, but excluding such events as to which
                  the PBGC has by regulation waived the requirement therein
                  contained that it be notified within thirty days of the
                  occurrence of such event) has occurred that could reasonably
                  be expected to have a Material Adverse Effect; and

                                    (iv) neither Borrower nor any of its
                  Subsidiaries has engaged in any non-exempt "prohibited
                  transaction" (as defined in Section 4975 of the Code) that
                  could reasonably be expected to have a Material Adverse
                  Effect.

                           (b) Neither Borrower nor any of its Subsidiaries has
         incurred or expects to incur any withdrawal liability to any
         Multiemployer Plan that could reasonably be expected to have a Material
         Adverse Effect.

                  4.14 Regulation U; Investment Company Act. No part of the
proceeds of any Loan hereunder will be used to purchase or carry, or to extend
credit to others for the purpose of purchasing or carrying, any Margin Stock in
violation of Regulation U. Neither Borrower nor any of its Subsidiaries is or is
required to be registered as an "investment company" under the Investment
Company Act of 1940.

                  4.15 Disclosure. No written statement made by a Senior Officer
to the Administrative Agent or any Lender in connection with this Agreement, or
in connection with any Loan, as of the date thereof contained any untrue
statement of a material fact or omitted a material fact necessary to make the
statement made not misleading in light of all the circumstances existing at the
date the statement was made.



                                      -45-
<PAGE>

                  4.16 Tax Liability. Borrower and its Subsidiaries have filed
all tax returns which are required to be filed, and have paid, or made provision
for the payment of, all taxes with respect to the periods, Property or
transactions covered by said returns, or pursuant to any assessment received by
Borrower or any of its Subsidiaries, except (a) such taxes, if any, as are being
contested in good faith by appropriate proceedings and as to which adequate
reserves have been established and maintained and (b) immaterial taxes so long
as no material Property of Borrower or any of its Subsidiaries is at impending
risk of being seized, levied upon or forfeited.

                  4.17 Projections. As of the Closing Date, to the best
knowledge of Borrower, the assumptions set forth in the Projections are
reasonable and consistent with each other and with all facts known to Borrower,
and the Projections are reasonably based on such assumptions. Nothing in this
Section 4.17 shall be construed as a representation or covenant that the
Projections in fact will be achieved.

                  4.18 Hazardous Materials. Except as described in Schedule
4.18, as of the Closing Date (a) neither Borrower nor any of its Subsidiaries at
any time has disposed of, discharged, released or threatened the release of any
Hazardous Materials on, from or under the Real Property in violation of any
Hazardous Materials Law that would individually or in the aggregate constitute a
Material Adverse Effect, (b) to the best knowledge of Borrower, no condition
exists that violates any Hazardous Material Law affecting any Real Property
except for such violations that would not individually or in the aggregate
constitute a Material Adverse Effect, (c) no Real Property or any portion
thereof is or has been utilized by Borrower or any of its Subsidiaries as a site
for the manufacture of any Hazardous Materials and (d) to the extent that any
Hazardous Materials are used, generated or stored by Borrower or any of its
Subsidiaries on any Real Property, or transported to or from such Real Property
by Borrower or any of its Subsidiaries, such use, generation, storage and
transportation are in compliance with all Hazardous Materials Laws except for
such non-compliance that would not constitute a Material Adverse Effect or be
materially adverse to the interests of the Lenders.

                  4.19 Security Interests. Upon the execution and delivery of
the Security Agreement, the Security Agreement will create a valid first
priority security interest in the Collateral described therein securing the
Obligations (subject only to Permitted Encumbrances, Permitted Rights of Others
and other matters permitted by Section 6.9 and to such qualifications and
exceptions as are contained in the Uniform Commercial Code with respect to the
priority of security interests perfected by means other than the filing of a
financing statement or with respect to the creation of security interests in
Property to which Division 9 of the Uniform Commercial Code does not apply) and
all actions necessary to perfect the security interests so created, other than
the filing of any required UCC-1 financing statement with the appropriate
Governmental Agency, have been taken and completed.



                                      -46-
<PAGE>


                                   Article 5.
                              AFFIRMATIVE COVENANTS

                           (OTHER THAN INFORMATION AND
                             REPORTING REQUIREMENTS)

                  So long as any Advance remains unpaid, or any other Obligation
remains unpaid, or any portion of the Commitment remains in force, Borrower
shall, and shall cause its Subsidiaries to, unless the Administrative Agent
(with the written approval of the Requisite Lenders) otherwise consents:

                  5.1 Payment of Taxes and Other Potential Liens. Pay and
discharge promptly all taxes, assessments and governmental charges or levies
imposed upon any of them, upon their respective Property or any part thereof and
upon their respective income or profits or any part thereof, except that
Borrower and its Subsidiaries shall not be required to pay or cause to be paid
(a) any tax, assessment, charge or levy that is not yet past due, or is being
contested in good faith by appropriate proceedings so long as the relevant
entity has established and maintains adequate reserves for the payment of the
same or (b) any immaterial tax so long as no material Property of Borrower or
its Subsidiaries is at impending risk of being seized, levied upon or forfeited.

                  5.2 Preservation of Existence. Preserve and maintain their
respective existences in the jurisdiction of their formation and all material
authorizations, rights, franchises, privileges, consents, approvals, orders,
licenses, permits, or registrations from any Governmental Agency that are
necessary for the transaction of their respective business and qualify and
remain qualified to transact business in each jurisdiction in which such
qualification is necessary in view of their respective business or the ownership
or leasing of their respective Properties except (a) a merger permitted by
Section 6.3 or as otherwise permitted by this Agreement and (b) where the
failure to so qualify or remain qualified would not constitute a Material
Adverse Effect. Notwithstanding the foregoing, Borrower may liquidate any
Subsidiary that does not constitute a Significant Subsidiary if such liquidation
would not have a Material Adverse Effect.

                  5.3 Maintenance of Properties. Maintain, preserve and protect
all of their respective Properties in good order and condition, subject to wear
and tear in the ordinary course of business, and not permit any waste of their
respective Properties, except that the failure to maintain, preserve and protect
a particular item of Property that is at the end of its useful life or that is
not of significant value, either intrinsically or to the operations of Borrower,
shall not constitute a violation of this covenant.

                  5.4 Maintenance of Insurance. Maintain liability, casualty,
workers' compensation and other insurance (subject to customary deductibles and
retentions) with responsible insurance companies in such amounts and against
such risks as is carried by responsible companies engaged in similar businesses
and owning similar assets in the general areas in which Borrower and its
Subsidiaries operate.



                                      -47-
<PAGE>

                  5.5 Compliance With Laws. Comply with all Requirements of Law
noncompliance with which constitutes a Material Adverse Effect, except that
Borrower and its Subsidiaries need not comply with a Requirement of Law then
being contested by any of them in good faith by appropriate proceedings.

                  5.6 Inspection Rights. Upon reasonable notice, at any time
during regular business hours and as often as reasonably requested (but not so
as to materially interfere with the business of Borrower or any of its
Subsidiaries) permit the Administrative Agent, the Collateral Agent or any
Lender, or any authorized employee, agent or representative thereof, at their
own cost and expense prior to the occurrence of an Event of Default, to examine,
audit and make copies and abstracts from the records and books of account of,
and to visit and inspect the Properties of, Borrower and its Subsidiaries and to
discuss the affairs, finances and accounts of Borrower and its Subsidiaries with
any of their officers, key employees, internal accountants and, following the
occurrence of an Event of Default, independent accountants. The Administrative
Agent, the Collateral Agent or any Lender, or any authorized employee, agent or
representative shall (i) comply with all sign-in procedures for visitors, (ii)
observe all general and safety, security, and governmental regulations in effect
at the site, and (iii) observe all rules regarding restricted areas and
restricted information as required by the United States Department of Defense.

                  5.7 Keeping of Records and Books of Account. Keep adequate
records and books of account reflecting all financial transactions in conformity
with GAAP, consistently applied, and in material conformity with all applicable
requirements of any Governmental Agency having regulatory jurisdiction over
Borrower and its Subsidiaries.

                  5.8 Compliance With Agreements. Promptly and fully comply with
all Contractual Obligations to which any one or more of them is a party, except
for any such Contractual Obligations (a) the performance of which would cause a
Default or (b) then being contested by any of them in good faith by appropriate
proceedings or (c) if the failure to comply does not constitute a Material
Adverse Effect.

                  5.9 Use of Proceeds. Use the proceeds of all Revolving Loans
for working capital and general corporate purposes of Borrower.

                  5.10 Hazardous Materials Laws. Keep and maintain all Real
Property and each portion thereof in compliance in all material respects with
all applicable Hazardous Materials Laws and promptly notify the Administrative
Agent in writing (attaching a copy of any pertinent written material) of (a) any
and all material enforcement, cleanup, removal or other governmental or
regulatory actions instituted, completed or threatened in writing by a
Governmental Agency pursuant to any applicable Hazardous Materials Laws, (b) any
and all material claims made or threatened in writing by any Person against
Borrower relating to damage, contribution, cost recovery, compensation, loss or
injury resulting from any Hazardous Materials and (c) discovery by any Senior
Officer of any of Borrower of any material occurrence or condition on any real
Property adjoining or in the vicinity of such Real Property that could
reasonably be expected to cause such Real Property or any part thereof to be
subject to any restrictions on the ownership, occupancy, transferability or use
of such Real Property under any applicable Hazardous Materials Laws.



                                      -48-
<PAGE>

                  5.11 Syndication Process. Cooperate in such respects as may be
reasonably requested by the Arranger in connection with the syndication of the
credit facilities under this Agreement, including the provision of information
(in form and substance acceptable to the Arranger but subject to confidentiality
provisions) for inclusion in written materials furnished to prospective
syndicate members and the participation by Senior Officers in meetings with
prospective syndicate members. Nothing in this Section 5.11 shall obligate
Borrower to amend any Loan Document.



                                      -49-
<PAGE>

                                   Article 6.
                               NEGATIVE COVENANTS

                  So long as any Advance remains unpaid, or any other Obligation
remains unpaid, or any portion of the Commitments remains in force, Borrower
shall not, and shall not permit any of its Subsidiaries to, unless the
Administrative Agent (with the written approval of the Requisite Lenders or, if
required by Section 11.2, of all of the Lenders) otherwise consents:

                  6.1 Payment of Subordinated Obligations. Pay any (a) principal
(including sinking fund payments) or any other amount (other than scheduled
interest payments) with respect to any Subordinated Obligation, or purchase or
redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit
any monies, securities or other Property with any trustee or other Person to
provide assurance that the principal or any portion thereof of any Subordinated
Obligation will be paid when due or otherwise to provide for the defeasance of
any Subordinated Obligation or (b) scheduled interest on any Subordinated
Obligation unless the payment thereof is then permitted pursuant to the terms of
the indenture or other agreement governing such Subordinated Obligation.

                  6.2 Disposition of Property. Make any Disposition of its
Property, whether now owned or hereafter acquired, except (a) a Disposition by
Borrower to a Wholly-Owned Subsidiary, or by a Subsidiary to Borrower or a
Wholly-Owned Subsidiary and (b) a Disposition for which the Net Cash Sales
Proceeds do not exceed $5,000,000 or when added to the aggregate Net Cash Sales
Proceeds of all Dispositions made during the term of this Agreement do not
exceed $10,000,000.

                  6.3 Mergers. Merge or consolidate with or into any Person,
except (a) mergers and consolidations of a Subsidiary of Borrower into Borrower
or a Wholly-Owned Subsidiary, or of Subsidiaries with each other and (b) a
merger or consolidation of a Person into Borrower or with or into a Wholly-Owned
Subsidiary of Borrower which constitutes a Permitted Acquisition; provided that
(i) Borrower is the surviving entity of any merger to which it is a party, (ii)
no Default or Event of Default then exists or would result therefrom and (iii)
Borrower and each of the Subsidiary Guarantors execute such amendments to the
Loan Documents as the Administrative Agent or the Collateral Agent may
reasonably determine are appropriate as a result of such merger in order to
preserve the enforceability of the Loan Documents on the parties thereto and
their successors, if any, and maintain the perfection of the Administrative
Agent's Liens on the Collateral.

                  6.4 Hostile Acquisitions. Directly or indirectly use the
proceeds of any Loan in connection with the acquisition of part or all of a
voting interest of five percent (5%) or more in any corporation or other
business entity if such acquisition is opposed by the board of directors of such
corporation or business entity.

                  6.5 Acquisitions. Make any Acquisition other than a Permitted
Acquisition.



                                      -50-
<PAGE>

                  6.6 Distributions. Make any Distribution, whether from
capital, income or otherwise, and whether in Cash or other Property, except:

                           (a) Distributions by any Subsidiary to Borrower or to
         any Wholly-Owned Subsidiary; and

                           (b) stock dividends payable on Common Stock.

                  6.7 ERISA. At any time, permit any Pension Plan to: (i) engage
in any non-exempt "prohibited transaction" (as defined in Section 4975 of the
Code); (ii) fail to comply with ERISA or any other applicable Laws; (iii) incur
any material "accumulated funding deficiency" (as defined in Section 302 of
ERISA); or (iv) terminate in any manner, which, with respect to each event
listed above, could reasonably be expected to result in a Material Adverse
Effect or (b) withdraw, completely or partially, from any Multiemployer Plan if
to do so could reasonably be expected to result in a Material Adverse Effect.

                  6.8 Change in Nature of Business. Make any material change in
the nature of the business of the Parent and its Subsidiaries, taken as a whole.

                  6.9 Liens. Create, incur, assume or suffer to exist any Lien
of any nature upon or with respect to any of their respective Properties, or
engage in any sale and leaseback transaction with respect to any of their
respective Properties, whether now owned or hereafter acquired, except:

                           (a) Liens existing on the Closing Date and disclosed
         in Schedule 6.9 and any renewals/extensions or amendments thereof,
         provided that the obligations secured or benefited thereby are not
         increased;

                           (b) Liens in favor of the Administrative Agent
         pursuant to the Security Agreement.

                           (c) Permitted Encumbrances;

                           (d) Liens on personal property acquired by Borrower
         or any of its Subsidiaries that were in existence at the time of the
         acquisition of such Property and were not created in contemplation of
         such acquisition;

                           (e) Liens on real property acquired by Borrower or
         any of its Subsidiaries for use in the business of Borrower or such
         Subsidiary;

                           (f) Liens securing Indebtedness, in an aggregate
         outstanding principal amount at any time of not more than $3,000,000,
         permitted by Section 6.10(d) on and limited to the capital assets
         acquired, constructed or financed with the proceeds of such
         Indebtedness or with the proceeds of any Indebtedness directly or
         indirectly refinanced by such Indebtedness; and



                                      -51-
<PAGE>

                           (g) Non-consensual Liens securing Indebtedness of not
         more than $500,000, provided that such Liens are discharged within
         thirty (30) days after their incurrence by Borrower.

                  6.10 Indebtedness and Guaranty Obligations. Create, incur or
assume any Indebtedness or Guaranty Obligation except:


                           (a) Indebtedness and Guaranty Obligations existing on
         the Closing Date and disclosed in Schedule 6.10, and refinancings,
         renewals, extensions or amendments that do not increase the amount
         thereof;

                           (b) Indebtedness and Guaranty Obligations under the
         Loan Documents;

                           (c) Indebtedness and Guaranty Obligations owed to
         Borrower or any of its Subsidiaries;

                           (d) Indebtedness consisting of Capital Lease
         Obligations, or otherwise incurred to finance the purchase or
         construction of property or assets (which shall be deemed to exist if
         the Indebtedness is incurred at or within 90 days before or after the
         purchase or construction of the property or assets), or to refinance
         any such Indebtedness, provided that the principal amount of such
         Indebtedness incurred does not exceed $3,000,000 in the aggregate at
         any time.

                           (e) Indebtedness incurred to finance the purchase or
         construction of real property used in the business of Borrower or any
         of its Subsidiaries;

                           (f) Subordinated Obligations in such amount as may be
         approved in writing by the Requisite Lenders, except as expressly
         provided in this Agreement;

                           (g) Indebtedness consisting of debt securities for
         which the Net Cash Issuance Proceeds will be applied as a mandatory
         prepayment pursuant to Section 3.1(f);

                           (h) Indebtedness consisting of Interest Rate
         Protection Agreements; and

                           (i) Guaranty Obligations in support of the
         obligations of a Wholly-Owned Subsidiary, provided that such
         obligations are not prohibited by this Agreement.

                  6.11 Transactions with Affiliates. Enter into any transaction
of any kind with any Affiliate of Borrower other than (a) salary, bonus,
employee stock option and other compensation arrangements with directors or
officers in the ordinary course of business, (b) transactions that are fully
disclosed to the board of directors (or executive committee thereof) of Borrower
and expressly authorized by a resolution of the board of directors (or executive
committee) of Borrower which is approved by a majority of the directors (or
executive committee) not having an interest in the transaction, (c) transactions
between or



                                      -52-
<PAGE>

among Borrower and its Subsidiaries and (d) transactions on overall terms at
least as favorable to Borrower or its Subsidiaries as would be the case in an
arm's-length transaction between unrelated parties of equal bargaining power.
Except as set forth in Schedule 6.11, without limiting the generality of the
preceding sentence, in no event shall Borrower pay, or permit any of its
Subsidiaries to pay, management fees or fees for services to any Affiliate of
Borrower without the prior written approval of the Administrative Agent.

                  6.12 Leverage Ratio. Permit the Leverage Ratio to be greater
than *** to 1.00 as of December 31, 2002 or greater than *** to 1.00 as of March
31, 2003 and June 30, 2003.

                  6.13 EBITDA. Permit EBITDA for any Fiscal Quarter, commencing
with the Fiscal Quarter ending December 31, 2002 to be less than the correlative
amount set forth below for such Fiscal Quarter:

<Table>
<Caption>
             Fiscal Quarter Ending            Minimum EBITDA
             ---------------------            --------------
<S>                                           <C>
             December 31, 2002                $***

             March 31, 2003                   $***

             June 30, 2003                    $***.
</Table>


                  6.14 Tangible Net Worth. Permit Tangible Net Worth as of the
last day of any Fiscal Quarter to be less than $***; provided, however, during
the term of this Agreement, on a cumulative basis, up to $*** of non-recurring,
non-cash write downs of Borrower's assets related to Astrolink shall be added to
Borrower's tangible Net Worth for the purpose of determining Borrower's
compliance with this Section 6.14.

                  6.15 Quick Ratio. Permit the Quick Ratio as of the last day of
any Fiscal Quarter to be less than *** to 1.00;

                  6.16 Investments. Make or suffer to exist any Investment,
other than:

                           (a) Investments in existence on the Closing Date and
         disclosed on Schedule 6.16;

                           (b) Investments consisting of Cash Equivalents;

                           (c) Investments in a Person that is the subject of
         the Acquisition permitted by Section 6.5;

                           (d) Investments consisting of advances to officers,
         directors and employees of a Borrower or of any Subsidiary for travel,
         entertainment, relocation, anticipated bonus and analogous ordinary
         business purposes;



                                      -53-
<PAGE>

                           (e) Investments in a Domestic Subsidiary that is a
         Wholly-Owned Subsidiary;

                           (f) Investments in a Foreign Subsidiary that is a
         Wholly-Owned Subsidiary and Investments in Joint Ventures; provided
         that (i) the aggregate of such Investments in Immeon in any Fiscal Year
         does not exceed $3,000,000, (ii) the aggregate of such Investments in
         Trellisware Technologies, Inc., a Delaware corporation, in any Fiscal
         Year does not exceed $3,000,000, and (iii) the aggregate of all such
         Investments in all Foreign Subsidiaries and Joint Ventures in any
         Fiscal Year does not exceed $10,000,000;

                           (g) Investments consisting of the extension of credit
         to customers or suppliers of Borrower and its Subsidiaries in the
         ordinary course of business and any Investments received in
         satisfaction or partial satisfaction thereof;

                           (h) Investments received in connection with the
         settlement of a bona fide dispute with another Person;

                           (i) Investments representing all or a portion of the
         sales price of Property sold or services provided to another Person;

                           (j) Investments by Foreign Subsidiaries in any other
         Subsidiary of a Borrower (whether a Domestic Subsidiary or a Foreign
         Subsidiary); and

                           (k) Investments not described above not in excess of
         $5,000,000 in any Fiscal Year.

                  6.17 Capital Expenditures. Make any Capital Expenditure in any
Fiscal Year, if to do so would result in the aggregate Capital Expenditures made
in such Fiscal Year (exclusive of Capital Expenditures made in connection with
Permitted Acquisitions) to exceed $18,000,000.

                  6.18 Amendments to Subordinated Obligations. Amend or modify
any term or provision of any indenture, agreement or instrument evidencing or
governing any Subordinated Obligation in any respect that will or may have a
Material Adverse Effect.

                  6.19 Changes in Officers, Name, Location of Chief Executive
Offices, Etc. Without providing notification to the Administrative Agent or the
Collateral Agent, make any change in the executive officers or other senior
management of Borrower or the corporate name of Borrower, or without providing
ten (10) calendar days prior written notice to the Administrative Agent or the
Collateral Agent, make any change in the location of Borrower's material assets,
principal place of business or chief executive office.



                                      -54-
<PAGE>

                                   Article 7.
                     INFORMATION AND REPORTING REQUIREMENTS

                  7.1 Financial and Business Information. So long as any Advance
remains unpaid, or any other Obligation remains unpaid, or any portion of the
Commitments remains in force, Borrower shall, unless the Administrative Agent
(with the written approval of the Requisite Lenders) otherwise consents, at
Borrower's sole expense, deliver to the Administrative Agent (except in the case
of the collateral reports required by clause (e) below, which shall be delivered
to the Collateral Agent) for distribution by it to the Lenders, a sufficient
number of copies for all of the Lenders of the following:

                           (a) As soon as practicable, and in any event within
         50 days after the end of each Fiscal Quarter (other than the fourth
         Fiscal Quarter in any Fiscal Year), the consolidated and consolidating
         balance sheet of Borrower and its Subsidiaries as at the end of such
         Fiscal Quarter and the consolidated and consolidating statements of
         operations and cash flows for such Fiscal Quarter, and the portion of
         the Fiscal Year ended with such Fiscal Quarter, all in reasonable
         detail. Such financial statements shall be certified by the chief
         financial officer of Borrower or his or her designated representative
         as fairly presenting the financial condition, results of operations and
         cash flows of Borrower and its Subsidiaries in accordance with GAAP
         (other than footnote disclosures), consistently applied, as at such
         date and for such periods, subject only to normal year-end accruals and
         audit adjustments;

                           (b) Intentionally Omitted;

                           (c) As soon as practicable, and in any event within
         120 days after the end of each Fiscal Year, the consolidated and
         consolidating balance sheet of Borrower and its Subsidiaries as at the
         end of such Fiscal Year and the consolidated and consolidating
         statements of operations, stockholders' equity and cash flows, in each
         case of Borrower and its Subsidiaries for such Fiscal Year, all in
         reasonable detail. Such financial statements shall be prepared in
         accordance with GAAP, consistently applied, and such consolidated
         financial statements shall be accompanied by a report of
         PricewaterhouseCoopers LLP or other independent public accountants of
         recognized standing selected by Borrower and reasonably satisfactory to
         the Requisite Lenders, which report shall be prepared in accordance
         with generally accepted auditing standards as at such date, and shall
         not be subject to any qualifications or exceptions as to the scope of
         the audit nor to any other qualification or exception determined by the
         Requisite Lenders in their good faith business judgment to be adverse
         to the interests of the Lenders;

                           (d) As soon as practicable, and in any event not
         later than February 15th of each Fiscal Year, a budget and projection
         by Fiscal Quarter for the following Fiscal Year (the "First Year") and
         by Fiscal Year for the next succeeding Fiscal Year (the "Second Year"),
         including for the First Year, projected consolidated balance sheets,
         statements of operations and statements of cash flow of Borrower and
         its Subsidiaries, forecast assumptions, and a budget for Capital
         Expenditures, and, for the Second Year, projected consolidated
         condensed balance sheets and statements of



                                      -55-
<PAGE>

         operations and cash flows of Borrower and its Subsidiaries, forecast
         assumptions, and a budget for Capital Expenditures, all in reasonable
         detail;

                           (e) As soon as practicable, and in any event not
         later than 30 days after, and as of, the end of each month, an aging of
         Borrower's Accounts, by Account Debtor and total and otherwise in form
         and substance reasonably acceptable to the Collateral Agent (an
         "Accounts Receivable Aging Report"), and as soon as practicable, and in
         any event not later than 30 days after the end of each Fiscal Quarter
         of Borrower, a reconciliation report to reconcile Accounts aged
         balances to the Accounts listed on the general ledger of Borrower (an
         "Accounts Receivable Reconciliation Report"), provided, that for any
         Account that is (i) more than 90 days past invoice date and (ii) in an
         amount in excess of $100,000, Borrower shall provide the Administrative
         Agent with a report detailing the business location of the applicable
         Account Debtor, the type of Account (e.g., domestic commercial,
         domestic governmental, foreign commercial, etc.) and any other
         information that the Administrative Agent or the Collateral Agent may
         require, in its reasonable discretion;

                           (f) Promptly after request by the Administrative
         Agent or any Lender, copies of any detailed audit reports by
         independent accountants in connection with the accounts or books of
         Borrower or any of its Subsidiaries, or any audit of any of them;

                           (g) Promptly after the same are available, and in any
         event within 5 Banking Days after filing with the Securities and
         Exchange Commission, copies of each annual report, proxy or financial
         statement or other report or communication sent to the stockholders of
         Borrower, and copies of all annual, regular, periodic and special
         reports and registration statements which Borrower may file or be
         required to file with the Securities and Exchange Commission under
         Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
         and not otherwise required to be delivered to the Lenders pursuant to
         other provisions of this Section 7.1;

                           (h) Promptly after request by the Administrative
         Agent or any Lender, copies of any other report or other document that
         was filed by Borrower with any Governmental Agency, but excluding such
         reports or documents as are filed with any Governmental Agency as part
         of Borrower's ordinary course transactions with any Governmental
         Agency;

                           (i) Promptly upon a Senior Officer becoming aware,
         and in any event within five (5) Banking Days after becoming aware, of
         the occurrence of any (i) "reportable event" (as such term is defined
         in Section 4043 of ERISA, but excluding such events as to which the
         PBGC has by regulation waived the requirement therein contained that it
         be notified within thirty days of the occurrence of such event) or (ii)
         non-exempt "prohibited transaction" (as such term is defined in Section
         406 of ERISA or Section 4975 of the Code) involving any Pension Plan or
         any trust created thereunder, telephonic notice specifying the nature
         thereof, and, no more than two (2) Banking Days after such telephonic
         notice, written notice again specifying the nature thereof and
         specifying what action Borrower is taking or proposes to take with
         respect



                                      -56-
<PAGE>

         thereto, and, when known, any action taken by the Internal Revenue
         Service with respect thereto;

                           (j) As soon as practicable, and in any event within
         five (5) Banking Days after a Senior Officer becomes aware of the
         existence of any condition or event which constitutes a Default or
         Event of Default, telephonic notice specifying the nature and period of
         existence thereof, and, no more than five (5) Banking Days after such
         telephonic notice, written notice again specifying the nature and
         period of existence thereof and specifying what action Borrower is
         taking or proposes to take with respect thereto;

                           (k) Promptly upon a Senior Officer becoming aware
         that (i) any Person has commenced a legal proceeding with respect to a
         claim against Borrower that is $3,000,000 or more in excess of the
         amount thereof that is fully covered by insurance, (ii) any creditor
         under a credit agreement involving Indebtedness of $1,000,000 or more
         or any lessor under a lease involving aggregate rent of $1,000,000 or
         more has asserted a default thereunder on the part of Borrower or,
         (iii) any Person has commenced a legal proceeding with respect to a
         claim against Borrower under a contract that is not a credit agreement
         or material lease with respect to a claim of in excess of $3,000,000 or
         which otherwise may reasonably be expected to result in a Material
         Adverse Effect, a written notice describing the pertinent facts
         relating thereto and what action Borrower is taking or proposes to take
         with respect thereto;

                           (l) Such other data and information as from time to
         time may be reasonably requested by the Administrative Agent, the
         Collateral Agent, any Lender (through the Administrative Agent) or the
         Requisite Lenders, to the extent reasonably available to Borrower;

                           (m) As soon as practicable, and in any event within
         60 days after the end of each fiscal quarter of Immeon, the balance
         sheet of Immeon as at the end of such fiscal quarter of Immeon and the
         statements of operations and cash flows for such fiscal quarter of
         Immeon, and the portion of the fiscal year of Immeon ended with such
         fiscal quarter of Immeon, all in reasonable detail. Such financial
         statements shall be certified by the financial officer of Immeon or his
         or her designated representative as fairly presenting the financial
         condition, results of operations and cash flows of Immeon in accordance
         with GAAP (other than footnote disclosures), consistently applied, as
         at such date and for such periods, subject only to normal year-end
         accruals and audit adjustments; and

                           (n) As soon as practicable, and in any event not
         later than December 31st of each fiscal year of Immeon, a budget and
         projection by fiscal quarter of Immeon for the next succeeding fiscal
         year of Immeon, including projected balance sheets, statements of
         operations and statements of cash flow, forecast assumptions, and a
         budget for Capital Expenditures all in reasonable detail.

                  7.2 Additional Financial Reports. As soon as practicable, and
in any event not later than 30 days after, and as of, the end of each month, the
following financial reports,



                                      -57-
<PAGE>

each in form and substance reasonably satisfactory to the Collateral Agent: (i)
an Accounts roll-forward report; (ii) an Inventory roll-forward report; (iii) an
accounts payable aging report; and (iv) a sales summary schedule, quantifying
unbilled receivables. In addition, as soon as practicable, and in any event not
later than sixty (60) days after the end of each month, a contract status
report, in form and substance reasonably satisfactory to the Collateral Agent.

                  7.3 Compliance Certificates. So long as any Advance remains
unpaid or any portion of the Commitments remains outstanding, Borrower shall, at
Borrower's sole expense, deliver to the Administrative Agent for distribution by
it to the Lenders concurrently with the financial statements required pursuant
to Sections 7.1(a) and 7.1(c), a Compliance Certificate signed by a Senior
Officer or his or her designated representative.

                  7.4 Borrowing Base Certificate. So long as any Advance remains
unpaid or any portion of the Commitment remains outstanding, Borrower shall, at
Borrower's sole expense, deliver to the Collateral Agent for distribution by it
to the Lenders concurrently with the Accounts Receivable Aging Report and the
Accounts Receivable Reconciliation Report required by Section 7.1(e), a
Borrowing Base Certificate signed by a Senior Officer or his or her designated
representative.



                                      -58-
<PAGE>


                                   Article 8.
                                   CONDITIONS

                  8.1 Initial Credit Issuance. The obligation of each Lender to
make the initial Credit Issuance is subject to the following conditions
precedent, each of which shall be satisfied prior to the making of the initial
Advances (unless all of the Lenders, in their sole and absolute discretion,
shall agree otherwise):

                           (a) The Administrative Agent shall have received all
         of the following, each of which shall be originals unless otherwise
         specified, each properly executed by a Responsible Official of each
         party thereto, each dated as of the Closing Date and each in form and
         substance satisfactory to the Administrative Agent and its legal
         counsel (unless otherwise specified or, in the case of the date of any
         of the following, unless the Administrative Agent otherwise agrees or
         directs):

                                    (1) at least one (1) executed counterpart of
                  this Agreement, together with arrangements satisfactory to the
                  Administrative Agent for additional executed counterparts,
                  sufficient in number for distribution to the Lenders and
                  Borrower;

                                    (2) Revolving Notes executed by Borrower in
                  favor of each Lender, each in a principal amount equal to that
                  Lender's Pro Rata Share of the Revolving Commitment;

                                    (3) the Subsidiary Guaranty executed by the
                  Subsidiary Guarantors;

                                    (4) the Security Agreement executed by
                  Borrower and the Subsidiary Guarantors;

                                    (5) such financing statements on Form UCC-1
                  with respect to the Security Agreement as the Collateral Agent
                  may request;

                                    (6) with respect to Borrower and the
                  Subsidiary Guarantors, such documentation as the
                  Administrative Agent may reasonably require to establish the
                  due organization, valid existence and good standing of
                  Borrower and the Subsidiary Guarantors, their qualification to
                  engage in business in each material jurisdiction in which they
                  are engaged in business or required to be so qualified, their
                  authority to execute, deliver and perform the Loan Documents
                  to which they are a Party, the identity, authority and
                  capacity of each Responsible Official thereof authorized to
                  act on their behalf, including certified copies of articles or
                  certificates of incorporation and amendments thereto, bylaws
                  and amendments thereto, certificates of good standing and/or
                  qualification to engage in business, tax clearance
                  certificates, certificates of corporate resolutions,
                  incumbency certificates, Certificates of Responsible
                  Officials, and the like;

                                    (7) the Opinion of Counsel;



                                      -59-
<PAGE>

                                    (8) a Certificate of Borrower, signed by the
                  chief financial officer of Borrower or his or her designated
                  representative, certifying that the representation contained
                  in Section 4.17 is, to the best of his or her knowledge, true
                  and correct;

                                    (9) a Certificate of Borrower, executed by
                  the chief financial officer of Borrower or his or her
                  designated representative, certifying that the conditions
                  specified in Sections 8.1(e) and 8.1(f) have been satisfied;
                  and

                                    (10) such other assurances, certificates,
                  documents, consents or opinions as the Administrative Agent,
                  the Collateral Agent or the Requisite Lenders reasonably may
                  require.

                           (b) The fees payable on the Closing Date pursuant to
         Section 3.2 shall have been paid.

                           (c) The Collateral Agent shall be reasonably
         satisfied that it holds (or has the reasonable ability to hold) a first
         priority perfected Lien in the Collateral, for the ratable benefit of
         the Lenders, subject only to Permitted Encumbrances.

                           (d) The reasonable costs and expenses of the
         Administrative Agent and the Collateral Agent in connection with the
         preparation of the Loan Documents payable pursuant to Section 11.3, and
         invoiced to Borrower prior to the Closing Date (if applicable), shall
         have been (or shall concurrently be) paid.

                           (e) The representations and warranties of Borrower
         contained in Article 4 shall be true and correct in all material
         respects.

                           (f) Borrower and any other Parties shall be in
         compliance with all the terms and provisions of the Loan Documents, and
         giving effect to the initial Credit Issuance, no Default or Event of
         Default shall have occurred and be continuing.

                           (g) All legal matters relating to the Loan Documents
         shall be reasonably satisfactory to Sheppard, Mullin, Richter & Hampton
         LLP, special counsel to the Administrative Agent, and to counsel to the
         Collateral Agent.

                  8.2 Initial Advance Against Eligible Inventory. The obligation
of each Lender to make the initial Advance on the basis of Borrower's Eligible
Inventory shall be subject to the prior receipt by the Administrative Agent of a
satisfactory appraisal of Borrower's Inventory.

                  8.3 Any Advance. The obligation of each Lender to make any
Advance, and the obligation of the Issuing Lender to issue any Letter of Credit,
is subject to the following conditions precedent (unless the Requisite Lenders,
in their reasonable discretion, shall agree otherwise):



                                      -60-
<PAGE>

                           (a) except (i) for representations and warranties
         which expressly speak as of a particular date or are no longer true and
         correct as a result of a change which is permitted by this Agreement or
         (ii) as disclosed by Borrower and approved in writing by the Requisite
         Lenders, the representations and warranties contained in Article 4
         (other than Sections 4.4, 4.6 (first sentence), 4.10 and 4.17) shall be
         true and correct in all material respects on and as of the date of the
         Advance as though made on that date;

                           (b) no circumstance or event shall have occurred that
         constitutes a Material Adverse Effect since the Closing Date;

                           (c) other than matters described in Schedule 4.10 or
         not required as of the Closing Date to be therein described, there
         shall not be then pending or threatened any action, suit, proceeding or
         investigation against or affecting Borrower or any of its Subsidiaries
         or any Property of any of them before any Governmental Agency that
         constitutes a Material Adverse Effect; and

                           (d) the Administrative Agent shall have timely
         received a Request for Loan (or telephonic or other request for Loan
         referred to in the second sentence of Section 2.1(c), if applicable),
         or a Request for Letter of Credit (as applicable), in compliance with
         Article 2.



                                      -61-
<PAGE>

                                   Article 9.
              EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT

                  9.1 Events of Default. The existence or occurrence of any one
or more of the following events, whatever the reason therefor and under any
circumstances whatsoever, shall constitute an Event of Default:

                           (a) Borrower fails to pay any principal on any of the
         Notes, or any portion thereof, within five (5) days after the date when
         due; or

                           (b) Borrower fails to pay any interest on any of the
         Notes, or any fees under Sections 3.3, 3.4 or 3.5, or any portion
         thereof, within two (2) Banking Days after the date when due; or fails
         to pay any other fee or amount payable to the Lenders under any Loan
         Document, or any portion thereof, within two (2) Banking Days after
         demand therefor; or

                           (c) Borrower fails to comply with any of the
         covenants contained in Article 6 (other than Sections 6.8, 6.11, or
         6.16); or

                           (d) Borrower fails to comply with Section 7.1(i) in
         any respect that has a Material Adverse Effect; or

                           (e) Borrower or any other Party fails to perform or
         observe any other covenant or agreement (not specified in clause (a),
         (b), (c) or (d) above) contained in any Loan Document on its part to be
         performed or observed within twenty (20) Banking Days after the giving
         of notice by the Administrative Agent on behalf of the Requisite
         Lenders of such Default or, if such Default is not reasonably
         susceptible of cure within such period, within such longer period as is
         reasonably necessary to effect a cure so long as such Borrower or such
         Party continues to diligently pursue cure of such Default but not in
         any event in excess of forty (40) Banking Days; or

                           (f) Any representation or warranty of Borrower or any
         other Party made in any Loan Document, or in any certificate or other
         writing delivered by Borrower or such Party pursuant to any Loan
         Document, proves to have been incorrect when made or reaffirmed in any
         respect has a Material Adverse Effect; or

                           (g) Borrower (i) fails to pay the principal, or any
         principal installment, of any present or future Indebtedness of
         $500,000 or more, or any guaranty of present or future Indebtedness of
         $500,000 or more, on its part to be paid, when due (or within any
         stated grace period), whether at the stated maturity, upon
         acceleration, by reason of required prepayment or otherwise or (ii)
         fails to perform or observe any other term, covenant or agreement on
         its part to be performed or observed, or suffers any event of default
         to occur, in connection with any present or future Indebtedness of
         $500,000 or more, or of any guaranty of present or future Indebtedness
         of $500,000 or more, if as a result of such failure or sufferance any
         holder or holders thereof (or an agent or trustee on its or their
         behalf) has the right to declare such Indebtedness due before the date
         on which it otherwise would become



                                      -62-
<PAGE>

         due or the right to require Borrower to redeem or purchase, or offer to
         redeem or purchase, all or any portion of such Indebtedness; or

                           (h) Any Loan Document, at any time after its
         execution and delivery and for any reason other than the agreement or
         action (or omission to act) of the Administrative Agent, the Collateral
         Agent or the Lenders or satisfaction in full of all the Obligations,
         ceases to be in full force and effect or is declared by a court of
         competent jurisdiction to be null and void, invalid or unenforceable in
         any respect which has a Material Adverse Effect; or any Collateral
         Document ceases (other than by action or inaction of the Collateral
         Agent or any Lender) to create a valid and effective Lien in any
         material portion of the Collateral; or any Party thereto denies in
         writing that it has any or further liability or obligation under any
         Loan Document, or purports to revoke, terminate or rescind same; or

                           (i) A final judgment against Borrower is entered for
         the payment of money in excess of $3,000,000 (not covered by insurance
         or for which an insurer has reserved its rights) and, absent
         procurement of a stay of execution, such judgment remains unsatisfied
         for thirty (30) calendar days after the date of entry of judgment, or
         in any event later than five (5) days prior to the date of any proposed
         sale thereunder; or any writ or warrant of attachment or execution or
         similar process is issued or levied against all or any material part of
         the Property of Borrower and is not released, vacated or fully bonded
         within thirty (30) calendar days after its issue or levy; or

                           (j) Borrower institutes or consents to the
         institution of any proceeding under a Debtor Relief Law relating to it
         or to all or any material part of its Property, or is unable or admits
         in writing its inability to pay its debts as they mature, or makes an
         assignment for the benefit of creditors; or applies for or consents to
         the appointment of any receiver, trustee, custodian, conservator,
         liquidator, rehabilitator or similar officer for it or for all or any
         material part of its Property; or any receiver, trustee, custodian,
         conservator, liquidator, rehabilitator or similar officer is appointed
         without the application or consent of that Person and the appointment
         continues undischarged or unstayed for sixty (60) calendar days; or any
         proceeding under a Debtor Relief Law relating to any such Person or to
         all or any part of its Property is instituted without the consent of
         that Person and continues undismissed or unstayed for sixty (60)
         calendar days; or

                           (k) The occurrence of an Event of Default (as such
         term is or may hereafter be specifically defined in any other Loan
         Document) under any other Loan Document; or

                           (l) Any holder of a Subordinated Obligation of more
         than $1,000,000 asserts in writing that such Subordinated Obligation is
         not subordinated to the Obligations in accordance with its terms and
         Borrower does not promptly deny in writing such assertion and contest
         any attempt by such holder to take action based on such assertion; or



                                      -63-
<PAGE>

                           (m) Any Pension Plan maintained by Borrower is
         finally determined by the PBGC to have a material "accumulated funding
         deficiency" as that term is defined in Section 302 of ERISA in excess
         of an amount equal to 5% of the consolidated total assets of Borrower
         as of the most-recently ended Fiscal Quarter; or

                           (n) The Requisite Lenders reasonably determine in
         good faith that a circumstance or event has occurred that constitutes a
         Material Adverse Effect; or

                           (o) A Change in Control occurs.

                  9.2 Remedies Upon Event of Default. Without limiting any other
rights or remedies of the Administrative Agent, the Collateral Agent or the
Lenders provided for elsewhere in this Agreement, or the other Loan Documents,
or by applicable Law, or in equity, or otherwise:

                           (a) Upon the occurrence, and during the continuance,
         of any Event of Default other than an Event of Default described in
         Section 9.1(j):

                                    (1) the Commitments to make Advances and all
                  other obligations of the Administrative Agent or the Lenders
                  and all rights of Borrower and any other Parties under the
                  Loan Documents shall be suspended without notice to or demand
                  upon Borrower, which are expressly waived by Borrower, except
                  that all of the Lenders or the Requisite Lenders (as the case
                  may be, in accordance with Section 11.2) may waive an Event of
                  Default or, without waiving, determine, upon terms and
                  conditions satisfactory to the Lenders or Requisite Lenders,
                  as the case may be, to reinstate the Commitments and such
                  other obligations and rights and make further Advances, which
                  waiver or determination shall apply equally to, and shall be
                  binding upon, all the Lenders;

                                    (2) the Issuing Lender may, with the
                  approval of the Administrative Agent on behalf of the
                  Requisite Lenders, demand immediate payment by Borrower of an
                  amount equal to the aggregate amount of all outstanding
                  Letters of Credit to be held by the Issuing Lender in an
                  interest-bearing cash collateral account as collateral
                  hereunder; and

                                    (3) the Requisite Lenders may request the
                  Administrative Agent to, and the Administrative Agent
                  thereupon shall, terminate the Commitments and/or declare all
                  or any part of the unpaid principal of all Notes, all interest
                  accrued and unpaid thereon and all other amounts payable under
                  the Loan Documents to be forthwith due and payable, whereupon
                  the same shall become and be forthwith due and payable,
                  without protest, presentment, notice of dishonor, demand or
                  further notice of any kind, all of which are expressly waived
                  by Borrower.

                           (b) Upon the occurrence of any Event of Default
         described in Section 9.1(j):



                                      -64-
<PAGE>

                                    (1) the Commitments to make Advances and all
                  other obligations of the Administrative Agent, the Collateral
                  Agent or the Lenders and all rights of Borrower and any other
                  Parties under the Loan Documents shall terminate without
                  notice to or demand upon Borrower, which are expressly waived
                  by Borrower, except that all of the Lenders may waive the
                  Event of Default or, without waiving, determine, upon terms
                  and conditions satisfactory to all the Lenders, to reinstate
                  the Commitments and such other obligations and rights and make
                  further Advances, which determination shall apply equally to,
                  and shall be binding upon, all the Lenders;

                                    (2) an amount equal to the aggregate amount
                  of all outstanding Letters of Credit shall be immediately due
                  and payable to the Issuing Lender without notice to or demand
                  upon Borrower, which are expressly waived by Borrower, to be
                  held by the Issuing Lender in an interest-bearing cash
                  collateral account as collateral hereunder; and

                                    (3) the unpaid principal of all Notes, all
                  interest accrued and unpaid thereon and all other amounts
                  payable under the Loan Documents shall be forthwith due and
                  payable, without protest, presentment, notice of dishonor,
                  demand or further notice of any kind, all of which are
                  expressly waived by Borrower.

                           (c) Upon the occurrence of any Event of Default, the
         Lenders, the Administrative Agent and the Collateral Agent, or any of
         them, without notice to (except as expressly provided for in any Loan
         Document) or demand upon Borrower, which are expressly waived by
         Borrower (except as to notices expressly provided for in any Loan
         Document), may proceed (but only with the consent of the Requisite
         Lenders) to protect, exercise and enforce their rights and remedies
         under the Loan Documents against Borrower and any other Party and such
         other rights and remedies as are provided by Law or equity.

                           (d) The order and manner in which the Lenders' rights
         and remedies are to be exercised shall be determined by the Requisite
         Lenders in their sole discretion, and all payments received by the
         Administrative Agent, the Collateral Agent and the Lenders, or any of
         them, shall be applied first to the costs and expenses (including
         reasonable attorneys' fees and disbursements and the reasonably
         allocated costs of attorneys employed by the Administrative Agent, the
         Collateral Agent or by any Lender) of the Administrative Agent, the
         Collateral Agent and the Lenders, and thereafter paid pro rata to the
         Lenders in the same proportions that the aggregate Obligations owed to
         each Lender under the Loan Documents bear to the aggregate Obligations
         owed under the Loan Documents to all the Lenders, without priority or
         preference among the Lenders. Regardless of how each Lender may treat
         payments for the purpose of its own accounting, for the purpose of
         computing Borrower's Obligations hereunder and under the Notes,
         payments shall be applied first, to the costs and expenses of the
         Administrative Agent, the Collateral Agent and the Lenders, as set
         forth above, second, to the payment of accrued and unpaid interest due
         under any Loan Documents to and including the date of such application
         (ratably, and




                                      -65-
<PAGE>

         without duplication, according to the accrued and unpaid interest due
         under each of the Loan Documents), and third, to the payment of all
         other amounts (including principal and fees) then owing to the
         Administrative Agent, the Collateral Agent or the Lenders under the
         Loan Documents. No application of payments will cure any Event of
         Default (other than an Event of Default caused by a failure to pay), or
         prevent acceleration, or continued acceleration, of amounts payable
         under the Loan Documents, or prevent the exercise, or continued
         exercise, of rights or remedies of the Lenders hereunder or thereunder
         or at Law or in equity.



                                      -66-
<PAGE>

                                   Article 10.
                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

                  10.1 Appointment and Authorization. Subject to Section 10.8,
each Lender hereby irrevocably appoints and authorizes the Administrative Agent
and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under the Loan Documents as are delegated to the
Administrative Agent or the Collateral Agent by the terms thereof or are
reasonably incidental, as determined by the Administrative Agent or the
Collateral Agent, thereto. This appointment and authorization is intended solely
for the purpose of facilitating the servicing of the Loans and the
administration of the Collateral and does not constitute appointment of the
Administrative Agent or the Collateral Agent as trustee for any Lender or as
representative of any Lender for any other purpose and, except as specifically
set forth in the Loan Documents to the contrary, the Administrative Agent and
the Collateral Agent shall take such action and exercise such powers only in an
administrative and ministerial capacity.

                  10.2 The Agents and Their Affiliates. UBOC (and each successor
Administrative Agent) and Comerica (and each successor Collateral Agent) have
the same rights and powers under the Loan Documents as any other Lender and may
exercise the same as though they were not the Administrative Agent and the
Collateral Agent, respectively, and the term "Lender" or "Lenders" includes UBOC
and Comerica in their individual capacities. UBOC (and each successor
Administrative Agent) and Comerica (and each successor Collateral Agent) have
and their respective Affiliates may accept deposits from, lend money to and
generally engage in any kind of banking, trust or other business with Borrower,
any Subsidiary thereof, or any Affiliate of Borrower or any Subsidiary thereof,
as if they were not the Administrative Agent and the Collateral Agent,
respectively, and without any duty to account therefor to the Lenders. Union
Bank of California, N.A. (and each successor Administrative Agent) and Comerica
(and each successor Collateral Agent) need not account to any other Lender for
any monies received by them for reimbursement of their costs and expenses as
Administrative Agent or Collateral Agent hereunder, or (subject to Section
11.10) for any monies received by them in their capacity as Lenders hereunder.
Neither the Administrative Agent nor the Collateral Agent shall be deemed to
hold a fiduciary relationship with any Lender and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or otherwise exist against the Administrative Agent or the
Collateral Agent.

                  10.3 Proportionate Interest in any Collateral. The Collateral
Agent, on behalf of all the Lenders, shall hold in accordance with the Loan
Documents all items of any collateral or interests therein received or held by
the Collateral Agent. Subject to the Collateral Agent's, the Administrative
Agent's and the Lenders' rights to reimbursement for their costs and expenses
hereunder (including reasonable attorneys' fees and disbursements and other
professional services and the reasonably allocated costs of attorneys employed
by the Collateral Agent, the Administrative Agent or a Lender) and subject to
the application of payments in accordance with Section 9.2(d), each Lender shall
have an interest in the Lenders' interest in such collateral or interests
therein in the same proportions that the aggregate Obligations owed such Lender
under the Loan Documents bear to the aggregate Obligations owed



                                      -67-
<PAGE>

under the Loan Documents to all the Lenders, without priority or preference
among the Lenders.

                  10.4 Lenders' Credit Decisions. Each Lender agrees that it
has, independently and without reliance upon the Administrative Agent, the
Collateral Agent, any other Lender or the directors, officers, agents, employees
or attorneys of the Administrative Agent, the Collateral Agent or of any other
Lender, and instead in reliance upon information supplied to it by or on behalf
of Borrower and upon such other information as it has deemed appropriate, made
its own independent credit analysis and decision to enter into this Agreement.
Each Lender also agrees that it shall, independently and without reliance upon
the Administrative Agent, the Collateral Agent any other Lender or the
directors, officers, agents, employees or attorneys of the Administrative Agent,
the Collateral Agent or of any other Lender, continue to make its own
independent credit analyses and decisions in acting or not acting under the Loan
Documents.

                  10.5 Action by Administrative Agent and Collateral Agent.

                           (a) Absent actual knowledge of the Administrative
         Agent or the Collateral Agent of the existence of a Default, the
         Administrative Agent and the Collateral Agent may assume that no
         Default has occurred and is continuing, unless the Administrative Agent
         or the Collateral Agent (or the Lender that is then the Administrative
         Agent or the Collateral Agent) has received notice from Borrower
         stating the nature of the Default or has received notice from a Lender
         stating the nature of the Default and that such Lender considers the
         Default to have occurred and to be continuing.

                           (b) The Administrative Agent and the Collateral Agent
         have only those obligations under the Loan Documents as are expressly
         set forth therein.

                           (c) Except for any obligation expressly set forth in
         the Loan Documents and as long as the Administrative Agent and the
         Collateral Agent may assume that no Event of Default has occurred and
         is continuing, the Administrative Agent and the Collateral Agent may,
         but shall not be required to, exercise its reasonable discretion to act
         or not act, except that the Administrative Agent and the Collateral
         Agent shall be required to act or not act upon the instructions of the
         Requisite Lenders (or of all the Lenders, to the extent required by
         Section 11.2) and those instructions shall be binding upon the
         Administrative Agent, the Collateral Agent and all the Lenders,
         provided that the Administrative Agent and the Collateral Agent shall
         not be required to act or not act if to do so would be contrary to any
         Loan Document or to applicable Law or would result, in the reasonable
         judgment of the Administrative Agent or the Collateral Agent, in
         substantial risk of liability to the Administrative Agent or the
         Collateral Agent.

                           (d) If the Administrative Agent or the Collateral
         Agent has received a notice specified in clause (a), the Administrative
         Agent or the Collateral Agent shall immediately give notice thereof to
         the Lenders and shall act or not act upon the instructions of the
         Requisite Lenders (or of all the Lenders, to the extent required by



                                      -68-
<PAGE>

         Section 11.2), provided that the Administrative Agent or the Collateral
         Agent shall not be required to act or not act if to do so would be
         contrary to any Loan Document or to applicable Law or would result, in
         the reasonable judgment of the Administrative Agent or the Collateral
         Agent, in substantial risk of liability to the Administrative Agent or
         the Collateral Agent, and except that if the Requisite Lenders (or all
         the Lenders, if required under Section 11.2) fail, for five (5) Banking
         Days after the receipt of notice from the Administrative Agent, to
         instruct the Administrative Agent or the Collateral Agent, then the
         Administrative Agent or the Collateral Agent, in its sole discretion,
         may act or not act as it deems advisable for the protection of the
         interests of the Lenders.

                           (e) The Administrative Agent and the Collateral Agent
         shall have no liability to any Lender for acting, or not acting, as
         instructed by the Requisite Lenders (or all the Lenders, if required
         under Section 11.2), notwithstanding any other provision hereof.

                  10.6 Liability of Agents. Neither the Administrative Agent,
the Collateral Agent, nor any directors, officers, agents, employees or
attorneys of the Administrative Agent or the Collateral Agent shall be liable
for any action taken or not taken by them under or in connection with the Loan
Documents, except for their own gross negligence or willful misconduct. Without
limitation on the foregoing, the Administrative Agent, the Collateral Agent and
their respective directors, officers, agents, employees and attorneys:

                           (a) May treat the payee of any Note as the holder
         thereof until the Administrative Agent or the Collateral Agent receives
         notice of the assignment or transfer thereof, in form satisfactory to
         the Administrative Agent or the Collateral Agent, signed by the payee,
         and may treat each Lender as the owner of that Lender's interest in the
         Obligations for all purposes of this Agreement until the Administrative
         Agent or the Collateral Agent receives notice of the assignment or
         transfer thereof, in form satisfactory to the Administrative Agent or
         the Collateral Agent, signed by that Lender;

                           (b) May consult with legal counsel (including
         in-house legal counsel), accountants (including in-house accountants)
         and other professionals or experts selected by it, or with legal
         counsel, accountants or other professionals or experts for Borrower
         and/or their Subsidiaries or the Lenders, and shall not be liable for
         any action taken or not taken by it in good faith in accordance with
         any reasonable advice of such legal counsel, accountants or other
         professionals or experts selected by it with reasonable care;

                           (c) Shall not be responsible to any Lender for any
         statement, warranty or representation made in any of the Loan Documents
         or in any notice, certificate, report, request or other statement
         (written or oral) given or made in connection with any of the Loan
         Documents except for those expressly made by it;

                           (d) Except to the extent expressly set forth in the
         Loan Documents, shall have no duty to ask or inquire as to the
         performance or observance by Borrower



                                      -69-
<PAGE>

         or its Subsidiaries of any of the terms, conditions or covenants of any
         of the Loan Documents or to inspect any collateral or any Property,
         books or records of Borrower or its Subsidiaries;

                           (e) Will not be responsible to any Lender for the due
         execution, legality, validity, enforceability, genuineness,
         effectiveness, sufficiency or value of any Loan Document, any other
         instrument or writing furnished pursuant thereto or in connection
         therewith, or any Collateral;

                           (f) Will not incur any liability by acting or not
         acting in reliance upon any Loan Document, notice, consent,
         certificate, statement, request or other instrument or writing
         reasonably believed by it to be genuine and signed or sent by the
         proper party or parties; and

                           (g) Will not incur any liability for any arithmetical
         error in computing any amount paid or payable by Borrower or any
         Subsidiary or Affiliate thereof or paid or payable to or received or
         receivable from any Lender under any Loan Document, including, without
         limitation, principal, interest, commitment fees, Advances and other
         amounts; provided that such error was not the result of gross
         negligence or willful misconduct and provided further that, promptly
         upon discovery of such an error in computation, the Administrative
         Agent, the Collateral Agent, the Lenders and (to the extent applicable)
         Borrower and/or its Subsidiaries or Affiliates shall make such
         adjustments as are necessary to correct such error and to restore the
         parties to the position that they would have occupied had the error not
         occurred.

                  10.7 Indemnification. Each Lender shall, ratably in accordance
with its Pro Rata Share of the Commitments (if the Commitments are then in
effect) or in accordance with its proportion of the aggregate Indebtedness then
evidenced by the Notes (if the Commitments have then been terminated), indemnify
and hold the Administrative Agent, the Collateral Agent and their respective
directors, officers, agents, employees and attorneys harmless against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever
(including reasonable attorneys' fees and disbursements and allocated costs of
attorneys employed by the Administrative Agent or the Collateral Agent) that may
be imposed on, incurred by or asserted against it or them in any way relating to
or arising out of the Loan Documents (other than losses incurred by reason of
the failure of Borrower to pay the Indebtedness represented by the Notes) or any
action taken or not taken by it as Administrative Agent or Collateral Agent
thereunder, except such as result from its own gross negligence or willful
misconduct. Without limitation on the foregoing, each Lender shall reimburse the
Administrative Agent or Collateral Agent upon demand for that Lender's Pro Rata
Share of any reasonable out-of-pocket cost or expense incurred by the
Administrative Agent or the Collateral Agent in connection with the negotiation,
preparation, execution, delivery, amendment, waiver, restructuring,
reorganization (including a bankruptcy reorganization), enforcement or attempted
enforcement of the Loan Documents, to the extent that Borrower or any other
Party is required by Section 11.3 to pay that cost or expense but fails to do so
upon demand. Nothing in this Section 10.7 shall entitle the Administrative
Agent, the Collateral Agent or any indemnitee referred to above to recover any
amount from the Lenders if and to the extent



                                      -70-
<PAGE>

that such amount has theretofore been recovered from Borrower or any of its
Subsidiaries. To the extent that the Administrative Agent, the Collateral Agent
or any indemnitee referred to above is later reimbursed such amount by Borrower
or any of its Subsidiaries, it shall return the amounts paid to it by the
Lenders in respect of such amount.

                  10.8 Successor Agents. The Administrative Agent and the
Collateral Agent may, and at the request of the Requisite Lenders shall, resign
as Administrative Agent or Collateral Agent upon reasonable notice to the
Lenders and Borrower effective upon acceptance of appointment by a successor
Administrative Agent or Collateral Agent. If the Administrative Agent or
Collateral Agent shall resign as Administrative Agent or Collateral Agent under
this Agreement, the Requisite Lenders shall appoint from among the Lenders a
successor Administrative Agent or Collateral Agent for the Lenders, which
successor Administrative Agent or Collateral Agent shall be approved by Borrower
(and such approval shall not be unreasonably withheld or delayed). If no
successor Administrative Agent or Collateral Agent is appointed prior to the
effective date of the resignation of the Administrative Agent or Collateral
Agent, the Administrative Agent or Collateral Agent may appoint, after
consulting with the Lenders and Borrower, a successor Administrative Agent or
Collateral Agent from among the Lenders. Upon the acceptance of its appointment
as successor Administrative Agent or Collateral Agent hereunder, such successor
Administrative Agent or Collateral Agent shall succeed to all the rights, powers
and duties of the retiring Administrative Agent or Collateral Agent and the term
"Administrative Agent" or "Collateral Agent" shall mean such successor
Administrative Agent or Collateral Agent and the retiring Administrative Agent's
or Collateral Agent's appointment, powers and duties as Administrative Agent or
Collateral Agent shall be terminated. After any retiring Administrative Agent's
or Collateral Agent's resignation hereunder as Administrative Agent or
Collateral Agent, the provisions of this Article 10, and Sections 11.3, 11.11
and 11.22, shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent or Collateral Agent under this
Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent or
Collateral Agent has not been paid its agency fees under Section 3.4 or has not
been reimbursed for any expense reimbursable to it under Section 11.3, in either
case for a period of at least one (1) year and (b) no successor Administrative
Agent or Collateral Agent has accepted appointment as Administrative Agent or
Collateral Agent by the date which is thirty (30) days following a retiring
Administrative Agent's or Collateral Agent's notice of resignation, the retiring
Administrative Agent's or Collateral Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent or Collateral Agent hereunder until such time, if any,
as the Requisite Lenders appoint a successor Administrative Agent or Collateral
Agent as provided for above.

                  10.9 No Obligations of Borrower. Nothing contained in this
Article 10 shall be deemed to impose upon Borrower any obligation in respect of
the due and punctual performance by the Administrative Agent or the Collateral
Agent of its obligations to the Lenders under any provision of this Agreement,
and Borrower shall have no liability to the Administrative Agent, the Collateral
Agent or any of the Lenders in respect of any failure by the Administrative
Agent, the Collateral Agent or any Lender to perform any of its obligations to
the Administrative Agent, the Collateral Agent or the Lenders under this
Agreement. Without limiting the generality of the foregoing, where any provision
of this Agreement



                                      -71-
<PAGE>

relating to the payment of any amounts due and owing under the Loan Documents
provides that such payments shall be made by Borrower to the Administrative
Agent for the account of the Lenders, Borrower's obligations to the Lenders in
respect of such payments shall be deemed to be satisfied upon the making of such
payments to the Administrative Agent in the manner provided by this Agreement.
In addition, Borrower may rely on a written statement by the Administrative
Agent to the effect that it has obtained the written consent of the Requisite
Lenders or all of the Lenders, as applicable under Section 11.2, in connection
with a waiver, amendment, consent, approval or other action by the Lenders
hereunder, and shall have no obligation to verify or confirm the same.



                                      -72-
<PAGE>

                                  Article 11.
                                  MISCELLANEOUS

                  11.1 Cumulative Remedies; No Waiver. The rights, powers,
privileges and remedies of the Administrative Agent, the Collateral Agent and
the Lenders provided herein or in any Note or other Loan Document are cumulative
and not exclusive of any right, power, privilege or remedy provided by Law or
equity. No failure or delay on the part of the Administrative Agent, Collateral
Agent or any Lender in exercising any right, power, privilege or remedy may be,
or may be deemed to be, a waiver thereof; nor may any single or partial exercise
of any right, power, privilege or remedy preclude any other or further exercise
of the same or any other right, power, privilege or remedy. The terms and
conditions of Article 8 hereof are inserted for the sole benefit of the
Administrative Agent, the Collateral Agent and the Lenders; the same may be
waived in whole or in part, with or without terms or conditions, in respect of
any Loan without prejudicing the Administrative Agent's or the Collateral
Agent's or the Lenders' rights to assert them in whole or in part in respect of
any other Loan.

                  11.2 Amendments; Consents. No amendment, modification,
supplement, extension, termination or waiver of any provision of this Agreement
or any other Loan Document, no approval or consent thereunder, and no consent to
any departure by Borrower or any other Party therefrom, may in any event be
effective unless in writing signed by the Administrative Agent with the written
approval of the Requisite Lenders (and, in the case of any amendment,
modification or supplement of or to any Loan Document to which Borrower is a
Party, signed by Borrower, and, in the case of any amendment, modification or
supplement to Article 10, signed by the Administrative Agent), and then only in
the specific instance and for the specific purpose given; and, without the
approval in writing of all the Lenders, no amendment, modification, supplement,
termination, waiver or consent may be effective:

                           (a) To amend or modify the principal of, or the
         amount of principal, principal prepayments or the rate of interest
         payable on, any Note, or the amount of the Commitments or the Pro Rata
         Share of any Lender or the amount of any commitment fee payable to any
         Lender, or any other fee or amount payable to any Lender under the Loan
         Documents or to waive an Event of Default consisting of the failure of
         Borrower to pay when due principal, interest or any fee;

                           (b) To postpone any date fixed for any payment of
         principal of, prepayment of principal of or any installment of interest
         on, any Note or any installment of any fee, or to extend the term of
         the Commitments;

                           (c) To amend the provisions of the definition of
         "Requisite Lenders" or "Revolving Loan Maturity Date"; or

                           (d) To release any Subsidiary Guarantor from the
         Subsidiary Guaranty or to release any Collateral from the Lien of the
         Collateral Documents, except if such release of Collateral occurs in
         connection with a Disposition permitted



                                      -73-
<PAGE>

         under Section 6.2, in which case such release shall not require the
         consent of any of the Lenders; or

                           (e) To amend or waive Section 8.1 or this Section
         11.2; or

                           (f) To amend any provision of this Agreement that
         expressly requires the consent or approval of all or a specified
         portion of the Lenders.

Any amendment, modification, supplement, termination, waiver or consent pursuant
to this Section 11.2 shall apply equally to, and shall be binding upon, all the
Lenders, the Administrative Agent and the Collateral Agent.

                  11.3 Costs, Expenses and Taxes. Borrower shall pay within five
(5) Banking Days after demand, accompanied by an invoice therefor, the
reasonable costs and expenses of the Administrative Agent incurred in connection
with the negotiation, preparation, syndication, execution and delivery of the
Loan Documents. Borrower shall also pay on demand, accompanied by an invoice
therefor, the reasonable costs and expenses of the Administrative Agent, the
Collateral Agent, and the Lenders in connection with each amendment of or waiver
relating to the Loan Documents and in connection with the refinancing,
restructuring, reorganization (including a bankruptcy reorganization) and
enforcement or attempted enforcement of the Loan Documents, and any matter
related thereto. The foregoing costs and expenses shall include filing fees,
recording fees, title insurance fees, appraisal fees, search fees, and other
out-of-pocket expenses, and the reasonable fees and out-of-pocket expenses of
any legal counsel (including reasonably allocated costs of legal counsel
employed by the Administrative Agent, the Collateral Agent, or any Lender),
independent public accountants and other outside experts retained by the
Administrative Agent, the Collateral Agent, or any Lender, whether or not such
costs and expenses are incurred or suffered by the Administrative Agent, the
Collateral Agent, or any Lender in connection with or during the course of any
bankruptcy or insolvency proceedings of Borrower or any of its Subsidiaries.
Borrower shall pay any and all documentary and other taxes, excluding (i) taxes
imposed on or measured in whole or in part by a Lender's overall net income
imposed on it by (A) any jurisdiction (or political subdivision thereof) in
which it is organized or maintains its principal office or Eurodollar Lending
Office or (B) any jurisdiction (or political subdivision thereof) in which it is
"doing business" or (ii) any withholding taxes or other taxes based on gross
income imposed by the United States of America for any period with respect to
which it has failed to provide Borrower with the appropriate form or forms
required by Section 11.21, to the extent such forms are then required by
applicable Laws, and all costs, expenses, fees and charges payable or determined
to be payable in connection with the filing or recording of this Agreement, any
other Loan Document or any other instrument or writing to be delivered hereunder
or thereunder, or in connection with any transaction pursuant hereto or thereto,
and shall reimburse, hold harmless and indemnify on the terms set forth in 11.11
the Administrative Agent, the Collateral Agent, and the Lenders from and against
any and all loss, liability or legal or other expense with respect to or
resulting from any delay in paying or failure to pay any such tax, cost,
expense, fee or charge or that any of them may suffer or incur by reason of the
failure of any Party to perform any of its Obligations. Any amount payable to
the Administrative



                                      -74-
<PAGE>

Agent, the Collateral Agent, or any Lender under this Section 11.3 shall bear
interest from the fifth Banking Day following the date of demand for payment at
the Default Rate.

                  11.4 Nature of Lenders' Obligations. The obligations of the
Lenders hereunder are several and not joint or joint and several. Nothing
contained in this Agreement or any other Loan Document and no action taken by
the Administrative Agent, the Collateral Agent, or the Lenders or any of them
pursuant hereto or thereto may, or may be deemed to, make the Lenders a
partnership, an association, a joint venture or other entity, either among
themselves or with the Borrower or any Affiliate of Borrower. A default by any
Lender will not increase the Pro Rata Share of the Commitments attributable to
any other Lender. Any Lender not in default may, if it desires, assume in such
proportion as the nondefaulting Lenders agree the obligations of any Lender in
default, but is not obligated to do so. The Administrative Agent agrees that it
will use its best efforts either to induce promptly the other Lenders to assume
the obligations of a Lender in default or to obtain promptly another Lender,
reasonably satisfactory to Borrower, to replace such a Lender in default.

                  11.5 Survival of Representations and Warranties. All
representations and warranties contained herein or in any other Loan Document,
or in any certificate or other writing delivered by or on behalf of any one or
more of the Parties to any Loan Document, will survive the making of the Loans
hereunder and the execution and delivery of the Notes, and have been or will be
relied upon by the Administrative Agent, the Collateral Agent, and each Lender,
notwithstanding any investigation made by the Administrative Agent, the
Collateral Agent, or any Lender or on their behalf.

                  11.6 Notices. Except as otherwise expressly provided in the
Loan Documents, all notices, requests, demands, directions and other
communications provided for hereunder or under any other Loan Document must be
in writing and must be mailed, telegraphed, telecopied, dispatched by commercial
courier or delivered to the appropriate party at the address set forth on the
signature pages of this Agreement or other applicable Loan Document or, as to
any party to any Loan Document, at any other address as may be designated by it
in a written notice sent to all other parties to such Loan Document in
accordance with this Section. Except as otherwise expressly provided in any Loan
Document, if any notice, request, demand, direction or other communication
required or permitted by any Loan Document is given by mail it will be effective
on the earlier of receipt or the fourth Banking Day after deposit in the United
States mail with first class or airmail postage prepaid; if given by telegraph
or cable, when delivered to the telegraph company with charges prepaid; if given
by telecopier, when sent; if dispatched by commercial courier, on the scheduled
delivery date; or if given by personal delivery, when delivered.

                  11.7 Execution of Loan Documents. Unless the Administrative
Agent otherwise specifies with respect to any Loan Document, (a) this Agreement
and any other Loan Document may be executed in any number of counterparts and
any party hereto or thereto may execute any counterpart, each of which when
executed and delivered will be deemed to be an original and all of which
counterparts of this Agreement or any other Loan Document, as the case may be,
when taken together will be deemed to be but one and the same instrument and (b)
execution of any such counterpart may be evidenced by a telecopier transmission
of the signature of such party. The execution of this Agreement or any other



                                      -75-
<PAGE>

Loan Document by any party hereto or thereto will not become effective until
counterparts hereof or thereof, as the case may be, have been executed by all
the parties hereto or thereto.

                  11.8 Binding Effect; Assignment.

                           (a) This Agreement and the other Loan Documents to
         which Borrower is a Party will be binding upon and inure to the benefit
         of Borrower, the Administrative Agent, the Collateral Agent, each of
         the Lenders, and their respective successors and assigns, except that
         Borrower may not assign its rights hereunder or thereunder or any
         interest herein or therein without the prior written consent of all the
         Lenders. Each Lender represents that it is not acquiring its Note with
         a view to the distribution thereof within the meaning of the Securities
         Act of 1933, as amended (subject to any requirement that disposition of
         such Note must be within the control of such Lender). Any Lender may at
         any time pledge its Note or any other instrument evidencing its rights
         as a Lender under this Agreement to a Federal Reserve Bank, but no such
         pledge shall release that Lender from its obligations hereunder or
         grant to such Federal Reserve Bank the rights of a Lender hereunder
         absent foreclosure of such pledge.

                           (b) From time to time following the Closing Date,
         each Lender may assign to one or more Eligible Assignees all or any
         portion of its Pro Rata Share of the Commitments; provided that (i)
         such Eligible Assignee, if not then a Lender or an Affiliate of the
         assigning Lender, shall be approved by the Administrative Agent and (if
         no Event of Default then exists) Borrower (neither of which approvals
         shall be unreasonably withheld or delayed), (ii) such assignment shall
         be evidenced by a Commitment Assignment and Acceptance, a copy of which
         shall be furnished to the Administrative Agent as hereinbelow provided,
         (iii) except in the case of an assignment to an Affiliate of the
         assigning Lender, to another Lender or of the entire remaining
         Commitments of the assigning Lender, the assignment shall not assign a
         Pro Rata Share of the Commitments that is equivalent to less than
         $5,000,000 and (iv) the effective date of any such assignment shall be
         as specified in the Commitment Assignment and Acceptance, but not
         earlier than the date which is five (5) Banking Days after the date the
         Administrative Agent has received the Commitment Assignment and
         Acceptance. Upon the effective date of such Commitment Assignment and
         Acceptance, the Eligible Assignee named therein shall be a Lender for
         all purposes of this Agreement, with the Pro Rata Share of the
         Commitments therein set forth and, to the extent of such Pro Rata
         Share, the assigning Lender shall be released from its further
         obligations under this Agreement. Borrower agrees that it shall execute
         and deliver (against delivery by the assigning Lender to Borrower of
         its Notes) to such assignee Lender, Notes evidencing that assignee
         Lender's Pro Rata Share of the Commitments, and to the assigning
         Lender, Notes evidencing the remaining balance Pro Rata Share retained
         by the assigning Lender.

                           (c) By executing and delivering a Commitment
         Assignment and Acceptance, the Eligible Assignee thereunder
         acknowledges and agrees that: (i) other than the representation and
         warranty that it is the legal and beneficial owner of the Pro Rata
         Share of the Commitments being assigned thereby free and clear of any
         adverse



                                      -76-
<PAGE>

         claim, the assigning Lender has made no representation or warranty and
         assumes no responsibility with respect to any statements, warranties or
         representations made in or in connection with this Agreement or the
         execution, legality, validity, enforceability, genuineness or
         sufficiency of this Agreement or any other Loan Document; (ii) the
         assigning Lender has made no representation or warranty and assumes no
         responsibility with respect to the financial condition of Borrower or
         the performance by Borrower of the Obligations; (iii) it has received a
         copy of this Agreement, together with copies of the most recent
         financial statements delivered pursuant to Section 7.1 and such other
         documents and information as it has deemed appropriate to make its own
         credit analysis and decision to enter into such Commitment Assignment
         and Acceptance; (iv) it will, independently and without reliance upon
         the Administrative Agent, the Collateral Agent or any Lender and based
         on such documents and information as it shall deem appropriate at the
         time, continue to make its own credit decisions in taking or not taking
         action under this Agreement; (v) it appoints and authorizes the
         Administrative Agent and the Collateral Agent to take such action and
         to exercise such powers under this Agreement as are delegated to the
         Administrative Agent and the Collateral Agent by this Agreement; and
         (vi) it will perform in accordance with their terms all of the
         obligations which by the terms of this Agreement are required to be
         performed by it as a Lender.

                           (d) The Administrative Agent shall maintain at the
         Administrative Agent's Office a copy of each Commitment Assignment and
         Acceptance delivered to it and a register (the "Register") of the names
         and address of each of the Lenders and the Pro Rata Share of the
         Commitments held by each Lender, giving effect to each Commitment
         Assignment and Acceptance. The Register shall be available during
         normal business hours for inspection by Borrower or any Lender upon
         reasonable prior notice to the Administrative Agent. After receipt of a
         completed Commitment Assignment and Acceptance executed by any Lender
         and an Eligible Assignee, and receipt of an assignment fee of $3,000
         from such Lender or Eligible Assignee, the Administrative Agent shall,
         promptly following the effective date thereof, provide to Borrower and
         the Lenders a revised Schedule 1.1 giving effect thereto. Borrower, the
         Administrative Agent, the Collateral Agent and the Lenders shall deem
         and treat the Persons listed as Lenders in the Register as the holders
         and owners of the Pro Rata Share of the Commitments listed therein for
         all purposes hereof, and no assignment or transfer of any such Pro Rata
         Share of the Commitments shall be effective, in each case unless and
         until a Commitment Assignment and Acceptance effecting the assignment
         or transfer thereof shall have been accepted by the Administrative
         Agent and recorded in the Register as provided above. Prior to such
         recordation, all amounts owed with respect to the applicable Pro Rata
         Share of the Commitments shall be owed to the Lender listed in the
         Register as the owner thereof, and any request, authority or consent of
         any Person who, at the time of making such request or giving such
         authority or consent, is listed in the Register as a Lender shall be
         conclusive and binding on any subsequent holder, assignee or transferee
         of the corresponding Pro Rata Share of the Commitments.

                           (e) Each Lender may from time to time grant
         participations to one or more banks or other financial institutions in
         a portion of its Pro Rata Share of the



                                      -77-
<PAGE>

         Commitments; provided, however, that (i) such Lender's obligations
         under this Agreement shall remain unchanged, (ii) such Lender shall
         remain solely responsible to the other parties hereto for the
         performance of such obligations, (iii) the participating banks or other
         financial institutions shall not be a Lender hereunder for any purpose
         except, if the participation agreement so provides, for the purposes of
         Sections 3.6, 3.7, 11.11 and 11.22 but only to the extent that the cost
         of such benefits to Borrower does not exceed the cost which Borrower
         would have incurred in respect of such Lender absent the participation,
         (iv) Borrower, the Administrative Agent, the Collateral Agent, and the
         other Lenders shall continue to deal solely and directly with such
         Lender in connection with such Lender's rights and obligations under
         this Agreement, (v) the participation interest shall be expressed as a
         percentage of the granting Lender's Pro Rata Share of the Commitments
         as it then exists and shall not restrict an increase in the
         Commitments, or in the granting Lender's Pro Rata Share of the
         Commitments, so long as the amount of the participation interest is not
         affected thereby, (vi) the holder of the participation interest shall
         abide by the confidentiality provisions set forth herein and (vii) the
         consent of the holder of such participation interest shall not be
         required for amendments or waivers of provisions of the Loan Documents
         other than those which (A) extend the Revolving Loan Maturity Date or
         any other date upon which any payment of money is due to the Lenders,
         (B) reduce the rate of interest on the Notes, any fee or any other
         monetary amount payable to the Lenders, (C) reduce the amount of any
         installment of principal due under the Notes, (D) release any
         Subsidiary Guaranty, or (E) release any Collateral from the Lien of the
         Collateral Documents, except if such release of Collateral occurs in
         connection with a Disposition permitted under Section 6.2, in which
         case such release shall not require the consent of any of the Lenders
         or of any holder of a participation interest in the Commitments.

                  11.9 Right of Setoff. If an Event of Default has occurred and
is continuing, the Administrative Agent, the Collateral Agent or any Lender (but
in each case only with the consent of the Requisite Lenders) may exercise its
rights under Article 9 of the Uniform Commercial Code and other applicable Laws
and, to the extent permitted by applicable Laws, apply any funds in any deposit
account maintained with it by Borrower and/or any Property of Borrower in its
possession against the Obligations.

                  11.10 Sharing of Setoffs. Each Lender severally agrees that if
it, through the exercise of any right of setoff, banker's lien or counterclaim
against Borrower, or otherwise, receives payment of the Obligations held by it
that is ratably more than any other Lender, through any means, receives in
payment of the Obligations held by that Lender, then, subject to applicable
Laws: (a) the Lender exercising the right of setoff, banker's lien or
counterclaim or otherwise receiving such payment shall purchase, and shall be
deemed to have simultaneously purchased, from each of the other Lenders a
participation in the Obligations held by the other Lenders and shall pay to the
other Lenders a purchase price in an amount so that the share of the Obligations
held by each Lender after the exercise of the right of setoff, banker's lien or
counterclaim or receipt of payment shall be in the same proportion that existed
prior to the exercise of the right of setoff, banker's lien or counterclaim or
receipt of payment; and (b) such other adjustments and purchases of
participations shall be made from time to time as shall be equitable to ensure
that all of the Lenders share any payment obtained



                                      -78-
<PAGE>

in respect of the Obligations ratably in accordance with each Lender's share of
the Obligations immediately prior to, and without taking into account, the
payment; provided that, if all or any portion of a disproportionate payment
obtained as a result of the exercise of the right of setoff, banker's lien,
counterclaim or otherwise is thereafter recovered from the purchasing Lender by
Borrower or any Person claiming through or succeeding to the rights of Borrower,
the purchase of a participation shall be rescinded and the purchase price
thereof shall be restored to the extent of the recovery, but without interest.
Each Lender that purchases a participation in the Obligations pursuant to this
Section 11.10 shall from and after the purchase have the right to give all
notices, requests, demands, directions and other communications under this
Agreement with respect to the portion of the Obligations purchased to the same
extent as though the purchasing Lender were the original owner of the
Obligations purchased. Borrower expressly consents to the foregoing arrangements
and agrees that any Lender holding a participation in an Obligation so purchased
pursuant to this Section 11.10 may exercise any and all rights of setoff,
banker's lien or counterclaim with respect to the participation as fully as if
the Lender were the original owner of the Obligation purchased.

                  11.11 Indemnity by Borrower. Borrower agrees to indemnify,
save and hold harmless the Administrative Agent, the Collateral Agent, and each
Lender and their respective directors, officers, agents, attorneys and employees
(collectively the "Indemnitees") from and against: (a) any and all claims,
demands, actions or causes of action (except a claim, demand, action, or cause
of action for any amount excluded from the definition of "Taxes" in Section
3.12(d)) if the claim, demand, action or cause of action arises out of or
relates to any act or omission (or alleged act or omission) of Borrower, its
Affiliates or any of its officers, directors or stockholders relating to the
Commitment, the use or contemplated use of proceeds of any Loan, or the
relationship of Borrower and the Lenders under this Agreement; (b) any
administrative or investigative proceeding by any Governmental Agency arising
out of or related to a claim, demand, action or cause of action described in
clause (a) above; and (c) any and all liabilities, losses, reasonable costs or
expenses (including reasonable attorneys' fees and the reasonably allocated
costs of attorneys employed by any Indemnitee and disbursements of such
attorneys and other professional services) that any Indemnitee suffers or incurs
as a result of the assertion of any foregoing claim, demand, action or cause of
action; provided that no Indemnitee shall be entitled to indemnification for any
loss caused by its own gross negligence or willful misconduct or for any loss
asserted against it by another Indemnitee. If any claim, demand, action or cause
of action is asserted against any Indemnitee, such Indemnitee shall promptly
notify Borrower, but the failure to so promptly notify Borrower shall not affect
Borrower's obligations under this Section unless such failure materially
prejudices Borrower's right to participate in the contest of such claim, demand,
action or cause of action, as hereinafter provided. Such Indemnitee may (and
shall, if requested by Borrower in writing) contest the validity, applicability
and amount of such claim, demand, action or cause of action and shall permit
Borrower to participate in such contest. Such Indemnitee shall act reasonably
and in good faith in dealing with such claim, demand, action or cause of action,
including in electing whether to offer or accept any settlement or compromise of
such claim, demand, action or cause of action. Borrower shall have the burden of
establishing the lack of good faith or reasonableness of such Indemnitee. Any
Indemnitee that proposes to settle or compromise any claim or proceeding for
which Borrower may be liable for payment of indemnity hereunder shall give
Borrower written notice of the terms of such proposed settlement or compromise
reasonably in advance of



                                      -79-
<PAGE>

settling or compromising such claim or proceeding and shall obtain Borrower's
prior written consent (which shall not be unreasonably withheld or delayed). In
connection with any claim, demand, action or cause of action covered by this
Section 11.11 against more than one Indemnitee, all such Indemnitees shall be
represented by the same legal counsel (which may be a law firm engaged by the
Indemnitees or attorneys employed by an Indemnitee or a combination of the
foregoing) selected by the Indemnitees and reasonably acceptable to Borrower;
provided, that if such legal counsel determines in good faith that representing
all such Indemnitees would or could result in a conflict of interest under Laws
or ethical principles applicable to such legal counsel or that a defense or
counterclaim is available to an Indemnitee that is not available to all such
Indemnitees, then to the extent reasonably necessary to avoid such a conflict of
interest or to permit unqualified assertion of such a defense or counterclaim,
each affected Indemnitee shall be entitled to separate representation by legal
counsel selected by that Indemnitee and reasonably acceptable to Borrower, with
all such legal counsel using reasonable efforts to avoid unnecessary duplication
of effort by counsel for all Indemnitees; and further provided that the
Administrative Agent (as an Indemnitee) shall at all times be entitled to
representation by separate legal counsel (which may be a law firm or attorneys
employed by the Administrative Agent or a combination of the foregoing). Any
obligation or liability of Borrower to any Indemnitee under this Section 11.11
shall survive the expiration or termination of this Agreement and the repayment
of all Loans and the payment and performance of all other Obligations owed to
the Lenders.

                  11.12 Nonliability of the Lenders. Borrower acknowledges and
agrees that:

                           (a) Any inspections of any Property of Borrower made
         by or through the Administrative Agent, the Collateral Agent or the
         Lenders are for purposes of administration of the Loan only and
         Borrower is not entitled to rely upon the same (whether or not such
         inspections are at the expense of Borrower);

                           (b) By accepting or approving anything required to be
         observed, performed, fulfilled or given to the Administrative Agent,
         the Collateral Agent or the Lenders pursuant to the Loan Documents,
         neither the Administrative Agent, the Collateral Agent nor the Lenders
         shall be deemed to have warranted or represented the sufficiency,
         legality, effectiveness or legal effect of the same, or of any term,
         provision or condition thereof, and such acceptance or approval thereof
         shall not constitute a warranty or representation to anyone with
         respect thereto by the Administrative Agent, the Collateral Agent or
         the Lenders;

                           (c) The relationship between Borrower and the
         Administrative Agent, the Collateral Agent and the Lenders is, and
         shall at all times remain, solely that of borrowers and lenders;
         neither the Administrative Agent, the Collateral Agent nor the Lenders
         shall under any circumstance be construed to be partners or joint
         venturers of Borrower or its Affiliates; neither the Administrative
         Agent, the Collateral Agent nor the Lenders shall under any
         circumstance be deemed to be in a relationship of confidence or trust
         or a fiduciary relationship with Borrower or its Affiliates, or to owe
         any fiduciary duty to Borrower or its Affiliates; neither the
         Administrative Agent, the Collateral Agent nor the Lenders undertake or
         assume any responsibility or duty to Borrower or its Affiliates to
         select, review, inspect, supervise,



                                      -80-
<PAGE>

         pass judgment upon or inform Borrower or its Affiliates of any matter
         in connection with their Property or the operations of Borrower or its
         Affiliates; Borrower and its Affiliates shall rely entirely upon their
         own judgment with respect to such matters; and any review, inspection,
         supervision, exercise of judgment or supply of information undertaken
         or assumed by the Administrative Agent, the Collateral Agent or the
         Lenders in connection with such matters is solely for the protection of
         the Administrative Agent, the Collateral Agent and the Lenders and
         neither Borrower nor any other Person is entitled to rely thereon; and

                           (d) The Administrative Agent, the Collateral Agent
         and the Lenders shall not be responsible or liable to any Person for
         any loss, damage, liability or claim of any kind relating to injury or
         death to Persons or damage to Property caused by the actions, inaction
         or negligence of Borrower and/or its Affiliates and Borrower hereby
         indemnifies and holds the Administrative Agent, the Collateral Agent
         and the Lenders harmless on the terms set forth in Section 11.11 from
         any such loss, damage, liability or claim.

                  11.13 No Third Parties Benefited. This Agreement is made for
the purpose of defining and setting forth certain obligations, rights and duties
of Borrower, the Administrative Agent, the Collateral Agent and the Lenders in
connection with the Loans, and is made for the sole benefit of Borrower, the
Administrative Agent, the Collateral Agent and the Lenders, and the
Administrative Agent's, the Collateral Agent's and the Lenders' successors and
assigns. Except as provided in Sections 11.8 and 11.11, no other Person shall
have any rights of any nature hereunder or by reason hereof.

                  11.14 Confidentiality. Each Lender agrees to hold any
confidential information that it may receive from Borrower pursuant to this
Agreement in confidence, except for disclosure: (a) to other Lenders or
Affiliates of a Lender; (b) to legal counsel and accountants for Borrower or any
Lender; (c) to other professional advisors to Borrower or any Lender, provided
that the recipient has accepted such information subject to a confidentiality
agreement substantially similar to this Section 11.14; (d) to regulatory
officials having jurisdiction over that Lender; (e) as required by Law or legal
process, provided that each Lender agrees to notify Borrower of any such
disclosures unless prohibited by applicable Laws, or in connection with any
legal proceeding to which that Lender and Borrower are adverse parties; and (f)
to another financial institution in connection with a disposition or proposed
disposition to that financial institution of all or part of that Lender's
interests hereunder or a participation interest in its Notes, provided that the
recipient has accepted such information subject to a confidentiality agreement
substantially similar to this Section 11.14. For purposes of the foregoing,
"confidential information" shall mean any information respecting Borrower or its
Subsidiaries reasonably considered by Borrower to be confidential, other than
(i) information previously filed with any Governmental Agency and available to
the public, (ii) information previously published in any public medium from a
source other than, directly or indirectly, that Lender, and (iii) information
previously disclosed by Borrower to any Person not associated with Borrower
which does not owe a professional duty of confidentiality to Borrower or which
has not executed an appropriate confidentiality agreement with Borrower. Nothing
in this Section shall be construed to create or give rise to



                                      -81-
<PAGE>

any fiduciary duty on the part of the Administrative Agent, the Collateral Agent
or the Lenders to Borrower.

                  11.15 Further Assurances. Borrower shall, at its expense and
without expense to the Lenders, the Administrative Agent, or the Collateral
Agent, do, execute and deliver such further acts and documents as the Requisite
Lenders, the Administrative Agent, or the Collateral Agent from time to time
reasonably require for the assuring and confirming unto the Lenders, the
Administrative Agent, or the Collateral Agent of the rights hereby created or
intended now or hereafter so to be, or for carrying out the intention or
facilitating the performance of the terms of any Loan Document.

                  11.16 Integration. This Agreement, together with the other
Loan Documents, comprises the complete and integrated agreement of the parties
on the subject matter hereof and supersedes all prior agreements, written or
oral, on the subject matter hereof, including the Existing Loan Agreement and
all Loan Documents referred to therein. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control and govern; provided that the
inclusion of supplemental rights or remedies in favor of the Administrative
Agent, the Collateral Agent or the Lenders in any other Loan Document shall not
be deemed a conflict with this Agreement. Each Loan Document was drafted with
the joint participation of the respective parties thereto and shall be construed
neither against nor in favor of any party, but rather in accordance with the
fair meaning thereof.

                  11.17 Governing Law; JURISDICTION AND VENUE. Except to the
extent otherwise provided therein, each Loan Document shall be governed by, and
construed and enforced in accordance with, the Laws of California applicable to
contracts made and performed in California. THE PARTIES AGREE THAT ALL ACTIONS
OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND
LITIGATED ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA.
THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR PROCEEDING COMMENCED IN ANY SUCH COURT, AND THE PARTIES HEREBY WAIVE
ANY OBJECTION THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION AND HEREBY
CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY ANY SUCH COURT. FURTHERMORE, THE PARTIES HEREBY WAIVE, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO ASSERT THAT
ANY SUCH COURT IS AN INCONVENIENT FORUM OR OTHERWISE TO OBJECT TO VENUE TO THE
EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 11.17.

                  11.18 Severability of Provisions. Any provision in any Loan
Document that is held to be inoperative, unenforceable or invalid as to any
party or in any jurisdiction shall, as to that party or jurisdiction, be
inoperative, unenforceable or invalid without affecting the remaining provisions
or the operation, enforceability or validity of that provision as to any other
party or in any other jurisdiction, and to this end the provisions of all Loan
Documents are declared to be severable.



                                      -82-
<PAGE>

                  11.19 Headings. Article and Section headings in this Agreement
and the other Loan Documents are included for convenience of reference only and
are not part of this Agreement or the other Loan Documents for any other
purpose.

                  11.20 Time of the Essence. Time is of the essence of the Loan
Documents.

                  11.21 Foreign Lenders and Participants. Each Lender that is
incorporated or otherwise organized under the Laws of a jurisdiction other than
the United States of America or any State thereof or the District of Columbia
shall deliver to Borrower (with a copy to the Administrative Agent), on or
before the Closing Date (or on or before accepting an assignment or receiving a
participation interest herein pursuant to Section 11.8, if applicable) two duly
completed copies, signed by a Responsible Official, of either Form 1001
(relating to such Lender and entitling it to a complete exemption from
withholding on all payments to be made to such Lender by Borrower pursuant to
this Agreement) or Form 4224 (relating to all payments to be made to such Lender
by the Borrower pursuant to this Agreement) of the United States Internal
Revenue Service or such other evidence (including, if reasonably necessary, Form
W-9) satisfactory to Borrower and the Administrative Agent that no withholding
under the federal income tax laws is required with respect to such Lender.
Thereafter and from time to time, each such Lender shall (a) promptly submit to
Borrower (with a copy to the Administrative Agent), such additional duly
completed and signed copies of one of such forms (or such successor forms as
shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to Borrower and the
Administrative Agent of any available exemption from, United States withholding
taxes in respect of all payments to be made to such Lender by Borrower pursuant
to this Agreement and (b) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Eurodollar Lending
Office, if any) to avoid any requirement of applicable Laws that Borrower make
any deduction or withholding for taxes from amounts payable to such Lender. In
the event that Borrower or the Administrative Agent become aware that a
participation has been granted pursuant to Section 11.8(e) to a financial
institution that is incorporated or otherwise organized under the Laws of a
jurisdiction other than the United States of America, any State thereof or the
District of Columbia, then, upon request made by Borrower or the Administrative
Agent to the Lender which granted such participation, such Lender shall cause
such participant financial institution to deliver the same documents and
information to Borrower and the Administrative Agent as would be required under
this Section if such financial institution were a Lender.

                  11.22 Hazardous Material Indemnity. Borrower hereby agrees to
indemnify, hold harmless and defend (by counsel reasonably satisfactory to the
Administrative Agent) the Administrative Agent, the Collateral Agent and each of
the Lenders and their respective directors, officers, employees, agents,
successors and assigns from and against any and all claims, losses, damages,
liabilities, fines, penalties, charges, administrative and judicial proceedings
and orders, judgments, remedial action requirements, enforcement actions of any
kind, and all reasonable costs and expenses incurred in connection therewith
(including but not limited to reasonable attorneys' fees and the reasonably
allocated costs of attorneys employed by the Administrative Agent or any Lender,
and expenses to the extent that the



                                      -83-
<PAGE>

defense of any such action has not been assumed by Borrower), arising directly
or indirectly out of (i) the presence on, in, under or about any Real Property
of any Hazardous Materials, or any releases or discharges of any Hazardous
Materials on, under or from any Real Property and (ii) any activity carried on
or undertaken on or off any Real Property by Borrower or any of its predecessors
in title, whether prior to or during the term of this Agreement, and whether by
Borrower or any predecessor in title or any employees, agents, contractors or
subcontractors of Borrower or any predecessor in title, or any third persons at
any time occupying or present on any Real Property, in connection with the
handling, treatment, removal, storage, decontamination, clean-up, transport or
disposal of any Hazardous Materials at any time located or present on, in, under
or about any Real Property. The foregoing indemnity shall further apply to any
residual contamination on, in, under or about any Real Property, or affecting
any natural resources, and to any contamination of any Property or natural
resources arising in connection with the generation, use, handling, storage,
transport or disposal of any such Hazardous Materials, and irrespective of
whether any of such activities were or will be undertaken in accordance with
applicable Laws, but the foregoing indemnity shall not apply to Hazardous
Materials on any Real Property, the presence of which is caused by the
Administrative Agent or the Lenders. Borrower hereby acknowledges and agrees
that, notwithstanding any other provision of this Agreement or any of the other
Loan Documents to the contrary, the obligations of Borrower under this Section
shall be unlimited corporate obligations of Borrower and shall not be secured by
any Lien on any Real Property. Any obligation or liability of Borrower to any
Indemnitee under this Section 11.22 shall survive the expiration or termination
of this Agreement and the repayment of all Loans and the payment and performance
of all other Obligations owed to the Lenders.

                  11.23 Waiver of Right to Trial by Jury. BORROWER HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE; AND BORROWER HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF BORROWER TO THE WAIVER OF BORROWER'S RIGHT TO TRIAL BY JURY.

                  11.24 Purported Oral Amendments. BORROWER EXPRESSLY
ACKNOWLEDGES THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY ONLY BE
AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED,
BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH SECTION 11.2. BORROWER AGREES
THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR ORAL
OR WRITTEN STATEMENTS BY ANY REPRESENTATIVE OF THE ADMINISTRATIVE AGENT OR ANY
BANK THAT DOES NOT COMPLY WITH



                                      -84-
<PAGE>

SECTION 11.2 TO EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS.



                                      -85-
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.

                                     VIASAT, INC.


                                     By:
                                        ----------------------------------------
                                           Ronald G. Wangerin
                                           Chief Financial Officer


                                     Address:

                                     ViaSat, Inc.
                                     6155 El Camino Real
                                     Carlsbad, California  92009
                                     Attn: Ronald G. Wangerin
                                           Chief Financial Officer


                                     Telecopier: (760) 929-3926
                                     Telephone:  (760) 476-2200


                                     UNION BANK OF CALIFORNIA, N.A.,
                                     as Administrative Agent


                                     By:
                                        ----------------------------------------
                                           Douglas S. Lambell
                                           Vice President


                                     Address:

                                     Union Bank of California, N.A.
                                     San Diego Commercial Banking Office
                                     530 "B" Street, 4th Floor, S-420
                                     San Diego, California 92101-4407
                                     Attn: Mr. Douglas S. Lambell


                                     Telecopier: (619) 230-3766
                                     Telephone:  (619) 230-3029



                                       S-1

<PAGE>


                                     COMERICA BANK - CALIFORNIA,
                                     as Collateral Agent


                                     By:
                                        ----------------------------------------
                                           Stephen M. Cusato
                                           Senior Vice President


                                     Address:

                                     Comerica Bank - California
                                     701 "B" Street, Suite 600
                                     San Diego, California  92101
                                     Attn: Mr. Stephen M. Cusato


                                     Telecopier: (619) 234-2234
                                     Telephone:  (619) 338-1501


                                     UNION BANK OF CALIFORNIA, N.A.,
                                     as a Lender


                                     By:
                                        ----------------------------------------
                                           Douglas S. Lambell
                                           Vice President


                                     Address:

                                     Union Bank of California, N.A.
                                     San Diego Commercial Banking Office
                                     530 "B" Street, 4th Floor, S-420
                                     San Diego, California 92101-4407
                                     Attn: Mr. Douglas S. Lambell


                                     Telecopier: (619) 230-3766
                                     Telephone:  (619) 230-3029



                                      S-2

<PAGE>


                                     COMERICA BANK - CALIFORNIA, as a
                                     Lender


                                     By:
                                        ----------------------------------------
                                           Stephen M. Cusato
                                           Senior Vice President

                                     Address:

                                     Comerica Bank - California
                                     701 "B" Street, Suite 600
                                     San Diego, California  92101
                                     Attn: Mr. Stephen M. Cusato


                                     Telecopier: (619) 234-2234
                                     Telephone:  (619) 338-1501



                                      S-3